As filed with the Securities and Exchange Commission on June 26, 2006

Securities Act File No. 333-126355

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

AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TC ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

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: o

        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: o

        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: o

CALCULATION OF REGISTRATION FEE

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Estimated solely for the purpose of calculating the registration fee.

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Includes 900,000 Units, consisting of 900,000 shares of Common Stock and 1,800,000 Warrants underlying such Units, which may be issued upon exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

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No fee required pursuant to Rule 457(g).

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Pursuant to Rule 416, there are also registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants and the Option.

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$12,099.94 of such fee was paid in connection with our initial registration statement on Form S-1 filed with the Securities and Exchange Commission on July 1, 2005.

        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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 26, 2006

$36,000,000

TC ACQUISITION CORP.

6,000,000 Units

Common Stock and Warrants

TC Acquisition Corp. is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, one or more operating businesses in the technology-related sector. We do not have any specific merger, capital stock exchange, asset or stock acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit is being sold at a purchase price of $6.00 per unit and consists of:

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one share of our common stock; and



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two warrants.

Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00. Each warrant will become exercisable on the later of our completion of a business combination or                         , 2007 [one year from the date of this prospectus], and will expire on                        , 2011 [five years from the date of this prospectus], or earlier upon redemption.

MGS Partners, LLC, one of our initial stockholders, has agreed to purchase an aggregate of 300,000 units at a price of $6.00 per unit ($1,800,000 in the aggregate) in a private placement that will occur immediately prior to this offering. The shares and warrants comprising such units may not be sold, assigned or transferred until we consummate a business combination. Such units will be identical to the units sold in this offering. However, MGS Partners, LLC has agreed to waive its right to participate in any liquidating distribution with respect to the shares included in such private placement units in the event we fail to consummate a business combination.

We have granted the underwriters a 45-day option to purchase up to 900,000 additional units solely to cover over-allotments, if any (over and above the 6,000,000 units referred to above). The over-allotment option will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Merriman Curhan Ford & Co., the representative of the underwriters, for $100, as additional compensation, an option to purchase up to a total of 345,000 units at $7.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus, except that each of the warrants underlying such units entitles the holder to purchase one share of our common stock at a price of $6.65. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be quoted on the OTC Bulletin Board under the symbol            on or promptly after the date of this prospectus. Each of the common stock and warrants will begin to trade separately on the 20th trading day after the earlier of the expiration of the underwriters' over-allotment option and the exercise in full by the underwriters of such option. For more information, see "Description of Securities—Units." Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be traded on the OTC Bulletin Board under the symbols                        and                         , respectively. We cannot assure you, however, that our securities will continue to be quoted on the OTC Bulletin Board in the future.

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 18 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

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Includes a non-accountable expense allowance in the amount of 1.0% of the gross proceeds, or $0.06 per unit ($360,000 in total), payable to Merriman Curhan Ford & Co., the representative of the underwriters.

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This does not include deferred underwriting discounts and commissions equal to 2.0% of the gross proceeds of this offering, or $720,000 ($0.12 per unit), or $828,000 if the underwriters exercise the over-allotment option in full, which will be deposited into the trust account and which the underwriters have agreed to defer until the consummation of a business combination. Such funds will be paid to the underwriters only upon the consummation of a business combination as described in this prospectus.

Of the net proceeds we receive from this offering and the private placement, $34,800,000 (approximately $5.80 per unit) will be deposited into a trust account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company, acting as trustee. These proceeds consist of $32,280,000 from the net proceeds payable to us from the gross proceeds of this offering, $1,800,000 of the gross proceeds we received in the private placement and $720,000 of the proceeds attributable to the underwriters' deferred compensation. These proceeds will not be released until the earlier of the completion of a business combination on the terms described in this prospectus or our liquidation.

We are offering the units for sale on a firm-commitment basis. Merriman Curhan Ford & Co., acting as representative of the underwriters, expects to deliver our securities to investors in this offering on or about                        , 2006. Merriman Curhan Ford & Co.

Legend Merchant Group, Inc.

The date of the prospectus is                        , 2006

                You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized anyone 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. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus.

TABLE OF CONTENTS

                This prospectus contains forward-looking statements that involve substantial risks and uncertainties as they are not based on historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on any forward-looking statements, which apply only as of the date of this prospectus.

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PROSPECTUS SUMMARY

        This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements, and the notes and schedules related thereto. Unless otherwise stated in this prospectus, references to "we," "us" or "our" refer to TC Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option and that Merriman Curhan Ford & Co. has not exercised its purchase option.

        Unless we tell you otherwise, as used in this prospectus:

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the term "business combination" means an acquisition of, through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, one or more operating businesses in the technology-related sector;



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the terms "public offering" or this "offering" mean the offering of 6,000,000 units (6,900,000 if the underwriters exercise their over-allotment option in full) to the public through the underwriters;



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the term "private placement" means the offering of 300,000 units to MGS Partners, LLC, one of our initial stockholders and an affiliate of certain of our officers and directors;



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the term "initial stockholder" refers to those persons that held shares of our common stock prior to the date of this prospectus; and



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the term "public stockholders" means the holders of 6,000,000 shares of our common stock (6,900,000 shares of common stock if the underwriters' over-allotment option is exercised in full) included in the units sold in this offering, including, the initial stockholders only to the extent they purchase or acquire shares in this offering or in the open market following the offering. The term "public stockholders" does not include MGS Partners, LLC with respect to the shares included in the units issued to it in the private placement immediately prior to this offering since it has waived its conversion rights and liquidation rights in connection with a dissolution and liquidation with respect to these shares.

Our Company

        We are a blank check company incorporated under the laws of the State of Delaware on June 20, 2005. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, one or more operating businesses in the technology-related sector. To date, our efforts have been limited to organizational activities and activities relating to this offering. We do not have any specific merger, capital stock exchange, asset or stock acquisition or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Neither we nor any of our agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business.

        Our management believes that later-stage technology companies with great potential market opportunities often experience difficulties achieving and sustaining scaleable levels of success. In our experience, they can, among other things, take longer than expected to achieve attractive shareholder returns, misfire on some component of their execution strategy, or fail in their first few attempts to achieve mainstream and sustaining adoption of their products and services. We believe that these companies may be forced to work out of these difficult situations when their investors have lost patience and enthusiasm for their investment, which may result in the loss of institutional

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support and capital at the most critical and promising time in the life of these companies. These are the types of technology-related companies we intend to target for acquisition.

        We are focused on a business combination in the technology-related sector, which includes, among others, the following sectors:

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Software;



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IT Services;



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Media;



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Telecommunications;



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Semiconductors;



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Hardware;



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Internet; and



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Technology-enabled services.

        We intend to evaluate potential acquisition candidates on the basis of four primary criteria:

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Valuation;



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Addressable markets;



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Customer return on investment; and



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Human capital.

        We believe that each of these criteria are equally important and have not assigned relative weights to any of these criteria.

        We maintain a relationship with Special Situations Funds, a family of primarily private investment funds founded in 1985 with approximately $1.0 billion under management. Special Situations' investment focus is on small and under-followed public companies with market capitalizations between $25 million and $200 million. Austin Marxe, our Chairman, is a founding partner of Special Situations and David Greenhouse, one of our directors, has been a managing partner of Special Situations since 1991. Both Messrs. Marxe and Greenhouse are active investors in the market for private placements in publicly-traded companies. In addition, Robert J. Majteles, our President and Chief Executive Officer, has had a long standing relationship with Special Situations, consulting for them on potential investments and turn-around scenarios for existing investments and serving as an independent director at several Special Situations portfolio companies. Although, to avoid any potential conflicts of interest, we have agreed not to acquire any portfolio company of Special Situations, we believe that our relationship with Special Situations will provide us with additional contacts and sources from which to generate acquisition opportunities and expertise in evaluating acquisition candidates.

        Through our management team, directors and special advisors, we believe we have extensive contacts and sources from which to generate acquisition opportunities in the technology-related sector. These contacts and sources include private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants. We expect that, from time to time, one of these contacts or sources will advise either our management team, directors or special advisors of the existence of one or more potential acquisition candidates or that potential acquisition candidates will become known to our management team, directors or special advisors through their other business activities. Our management will evaluate these leads and determine whether to pursue discussions with any of these candidates. We expect that most of these

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companies will be privately-held, although we may also pursue the acquisition of publicly-traded companies.

        While we may seek to effect business combinations with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value is, either individually or collectively, at least equal to 80.0% of our net assets at the time of such acquisition. However, there is no limitation on our ability to seek to obtain additional funds through the sale of securities or the incurrence of indebtedness that would enable us to effect a business combination with a target company having a fair market value in excess of 80.0% of our net assets at the time of acquisition. We have not entered into any such financing arrangements or had discussions with any third party with respect to any such financing arrangements and cannot assure you that we would be able to obtain such financing arrangements on terms acceptable to us, or at all. It is possible that we will have the ability to complete only a single business combination, although this may entail the acquisitions of several assets or closely related operating businesses at the same time. However, should management elect to pursue more than one acquisition of target businesses simultaneously, management could encounter difficulties in consummating all or a portion of such acquisitions due to a lack of adequate resources, including the inability of management to devote sufficient time to the due diligence, negotiation and documentation of each acquisition. Furthermore, even if we complete the acquisition of more than one target business at the same time, there can be no assurance that we will be able to integrate the operations of such target businesses. If we are unable to consummate a business combination within the allotted time periods set forth in this prospectus, we have agreed to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation and the distribution only to our public stockholders, as part of our plan of dissolution and liquidation, of our assets, including the funds held in the trust account.

        Our officers and directors will not receive any compensation in this offering other than reimbursement for out-of-pocket expenses incurred by them on our behalf, which includes the repayment of an aggregate of $400,000 in loans which Mr. Majteles, our president and chief executive officer, and MGS Partners, LLC, one of our initial stockholders and an affiliate of Mr. Majteles. In addition, pursuant to the terms of a letter agreement, we have agreed to pay a monthly fee of $7,500 to the Law Officers of Tyler R. Meade, an affiliate of Tyler R. Meade (our secretary), for general and administrative services. After the consummation of a business combination, if any, to the extent that any member of our management team remains as an officer of the resulting business, we anticipate that they will enter into an employment agreement, the terms of which shall be negotiated and which we expect to be comparable to employment agreements of other similarly-situated companies in the technology industry. The determination to remain as officers of the resulting business will be determined prior to the completion of the business combination. In making the determination as to whether current management or any member of our board of directors should remain with us following the business combination, we will analyze the experience and skill set of the target business' management and board of directors, including their experience in operating technology businesses, and negotiate as part of the business combination that certain members of current management or any member of our board of directors remain if it is believed that it is in the best interests of the combined company post-business combination. Further, after the consummation of a business combination, if any, to the extent such members of our board of directors remain as directors of the resulting business, we anticipate that they will receive compensation comparable to directors at other similarly-situated companies in the technology industry. None of our officers nor any member of our board of directors is obligated to remain with us following a business combination.

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The Private Placement

        MGS Partners, LLC has agreed to purchase from us an aggregate of 300,000 units at $6.00 per unit in a private placement that will occur immediately prior to this offering. The $1,800,000 of gross proceeds from the private placement will be held in the trust account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company, as trustee. The shares and warrants comprising such units may not be sold, assigned or transferred until we consummate a business combination. Such units will be identical to the units sold in this offering. However, MGS Partners, LLC has agreed to waive its right to participate in any liquidating distributions with respect to the shares included in such private placement units in the event we fail to consummate a business combination.

Our Address

        Our offices are located at 1816 Fifth Street, Berkeley, California 94710, and our telephone number is (510) 652-7244.

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THE OFFERING

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Risks

        In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Further, our initial stockholders' initial equity investment is less than that which is required by the North American Securities Administrators Association, Inc. and we do not satisfy such association's Statement of Policy Regarding Unsound Financial Condition. In addition, we may have reserved insufficient proceeds to cover our operating expenses and expenses incurred in connection with a business combination, especially if we use a portion of those proceeds for a down payment or exclusivity or similar fees in connection with a business combination or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. If we do not have sufficient proceeds, we may be required to liquidate prior to consummating a business combination. You should carefully consider these and the other risks set forth in the section entitled "Risk Factors" beginning on page 18 of this prospectus.

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SUMMARY FINANCIAL DATA

        The following table summarizes the relevant financial data for our business and should be read in conjunction with our financial statements, and the notes and schedules related thereto, which are included in this prospectus. To date, our efforts have been limited to organizational activities and activities relating to this offering and the private placement so only balance sheet data is presented below.

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Excludes deferred underwriting discounts and commissions equal to 2.0% of the gross proceeds, or $720,000 ($828,000 if the underwriters' over-allotment option is exercised in full), which will be deposited in the trust account and which the underwriters have agreed to defer until the consummation of a business combination. See the section entitled "Underwriting – Pricing of Securities, Commissions and Discounts."

        The "as adjusted" information gives effect to the sale of the units in this offering and the private placement, the application of the estimated gross proceeds and the payment of the estimated remaining costs from such sale, including the repayment of an aggregate of $400,000 (plus interest) in promissory notes to two initial stockholders, but excludes the payment of $100 from Merriman Curhan Ford & Co. for its purchase option.

        The working capital (as adjusted) and total assets (as adjusted) amounts include the $34,800,000 to be held in the trust account which will be available to us only upon the consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, we have agreed to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation and the distribution only to our public stockholders, as part of our plan of dissolution and liquidation, of our assets, including the funds held in the trust account.

        We will not proceed with a business combination if public stockholders owning 20% or more of the shares sold in this offering both vote against the business combination and elect to exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning less than 20% of the shares sold in this offering elect to exercise their conversion rights. If this occurred, we would be required to convert to cash up to approximately 19.99% of the 6,000,000 shares of common stock in this offering, or up to 1,199,999 shares of common stock, at an initial per share conversion price of approximately $5.80, without taking into account interest earned on the funds in the trust account (net of taxes payable, if any, and up to $680,000 that may be released to us to fund our working capital requirements). The actual per-share conversion price will be equal to the amount in the trust account, including all interest earned on the funds in the trust account (net of taxes payable, if any), excluding up to $680,000 of interest that may be released to us to fund our working capital requirements, as of two business days prior to the proposed consummation of the business combination, divided by the number of shares of common stock sold in this offering.

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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 securities. If any of the following events occur, our business, financial condition and results of operations could suffer. In this case, the trading price of our securities could decline and you may lose all or part of your investment in our securities.

Risks Relating to the Company and this Offering

We are a development stage company with no operating history and, accordingly, you will have no basis upon which to evaluate our ability to achieve our business objective.

        We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire one or more operating businesses in the technology-related sector. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues (other than interest income, net of taxes, if any, on the proceeds of this offering) until, at the earliest, after the consummation of a business combination. We cannot assure you as to when or if a business combination will occur.

We may not be able to consummate a business combination within the required time frame, in which case, we would be required to liquidate.

        We must complete a business combination with a fair market value of at least 80.0% of our net assets at the time of acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or a definitive agreement has been executed within 18 months after the consummation of this offering and the business combination relating thereto has not yet been consummated within such 18-month period). If we fail to consummate a business combination within the required time frame, we have agreed to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation and the distribution only to our public stockholders, as part of our plan of dissolution and liquidation, of our assets, including the funds held in the trust account. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination.

If we are required to dissolve and liquidate before a business combination, our public stockholders will receive less than $6.00 per share upon distribution of the funds held in the trust account and our warrants will expire worthless.

        If we are unable to complete a business combination and are required to dissolve, liquidate and wind up, the per-share liquidation amount will be less than $6.00 because of the expenses related to this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no amount payable upon such dissolution and liquidation with respect to our outstanding warrants and, accordingly, the warrants

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will expire worthless. For more information, see the section entitled "Proposed Business—Effecting a Business Combination—Dissolution and Liquidation if no Business Combination."

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 a business combination. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

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we must establish and maintain an Audit Committee composed entirely of independent directors;



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upon consummation of this offering, the net offering proceeds and a portion of the proceeds from the private placement shall be placed into the trust account, which proceeds may not be disbursed from the trust account except in connection with a business combination, including the payment of the deferred underwriting discounts and commissions, or thereafter, upon our liquidation, or as otherwise permitted in our amended and restated certificate of incorporation;



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prior to consummating a business combination, we must submit such business combination to our stockholders for approval;



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we may consummate the business combination if approved by a majority of our stockholders and public stockholders owning less than 20.0% of the shares sold in this offering exercise their conversion rights;



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if a business combination is approved and consummated, public stockholders who voted against the business combination and who exercise their conversion rights will receive their pro rata share of the trust account;



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if a business combination is not consummated or a letter of intent, an agreement in principle, or a definitive agreement is not signed within the time periods specified in this prospectus, then our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation of our assets,

including funds in the trust account, and we will not be able to engage in any other business activities;

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we may not consummate any other merger, acquisition, asset purchase or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that the business combination be with one or more operating businesses whose fair market value, collectively, is at least equal to 80.0% of the balance in the trust account (less the deferred underwriting discounts and commissions) at the time of such business combination; and



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the Audit Committee shall monitor compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, the Audit Committee is charged with the responsibility to take immediately all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering.

        Our amended and restated certificate of incorporation may not be amended until we complete a business combination. However, provisions prohibiting amendment of a company's certificate of incorporation may be deemed invalid under Delaware law. If a court concluded that the prohibition on amending certain provisions of our charter was invalid, the above-described provisions would

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be amendable and any such amendment could reduce or eliminate the protection afforded to our stockholders.

You will not be entitled to protections normally afforded to investors of blank check companies under Federal securities laws.

        Since the net proceeds of this offering are intended to be used to complete a business combination with one or more operating businesses that have not yet been identified, we may be deemed to be a "blank check" company under the Federal securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC") upon consummation of this offering, including an audited balance sheet demonstrating this fact, we believe that we are exempt from rules promulgated by the SEC to protect investors in blank check companies such as Rule 419 promulgated under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we do not believe we are subject to Rule 419, our units will be immediately tradable and we will have a longer period of time within which to complete a business combination in certain circumstances. For a more detailed comparison of our offering to offerings under Rule 419, see the section below entitled "Proposed Business—Comparison to Offerings of Blank Check Companies."

Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination.

        Based upon publicly available information, as of June 12, 2006, approximately 63 similarly structured blank check companies have completed initial public offerings since August 2003 and numerous others have filed registration statements. Of these companies, we are aware of only seven companies that have consummated a business combination. Twenty-one other companies have announced that they have entered into a definitive agreement for a business combination, but have not consummated such business combination. There are approximately 56 blank check companies with approximately $3.57 billion in trust accounts that are seeking to carry out a business plan similar to ours and have stated either that they will be seeking to complete a business combination in the technology-related sector or have not specified an industry. While some of those companies must complete a business combination in specific industries, a number of them may consummate a business combination in any industry they choose. We believe that there are approximately 22 blank check companies that have identified the technology-related sector as the industries in which they are seeking to complete a business combination, and another 16 companies that have declared that they intend to target a broader range of companies to effect a business combination, which may include companies in the technology industries. We may therefore be subject to competition from these and other companies seeking to consummate a business plan similar to ours which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Further, the fact that we are aware of only seven of such companies that have completed a business combination and 14 of such companies that have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately-held target businesses may not be inclined to enter into business combinations with publicly-held blank check companies. We cannot assure you that we will be able to successfully compete for an attractive business combination. Additionally, because of this competition, 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 such time periods, our purpose and powers will be limited to dissolving, liquidating and winding up.

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Under Delaware law, our dissolution requires the approval of the holders of a majority of our outstanding stock, without which we will not be able to dissolve, liquidate and distribute our assets to our public stockholders.

        We have agreed with the trustee to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation if we do not effect a business combination within 18 months after consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination related thereto has not yet been consummated within such 18-month period). All of our initial stockholders have agreed to vote the shares of common owned by them in favor of our dissolution. However, pursuant to Delaware law, our dissolution requires the affirmative vote of stockholders owning a majority of our then outstanding common stock. Soliciting the vote of our stockholders will require the preparation of preliminary and definitive proxy statements, which will need to be filed with the SEC and could be subject to their review. This process could take a substantial amount of time, ranging anywhere from one to several months.

        As a result, the distribution of our assets to the public stockholders could be subject to considerable delay. Furthermore, we may need to postpone the stockholders meeting, resolicit our stockholders, or amend our plan of dissolution and liquidation to obtain the required stockholder approval, all of which would further delay the distribution of our assets and result in increased costs. If we are not able to obtain approval from a majority of our stockholders, we will not be able to dissolve and liquidate and distribute funds from our trust account to holders of our common stock sold in this offering and these funds will not be available for any other corporate purpose. In the event we seek stockholder approval for a plan of dissolution and liquidation and do not obtain such approval, we will nonetheless continue to pursue stockholder approval for our dissolution and liquidation. However, we cannot assure you that our stockholders will approve our dissolution and liquidation in a timely manner or will ever approve our dissolution and liquidation. As a result, we cannot provide investors with assurances of a specific timeframe for the dissolution, liquidation and distribution. If our stockholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminate amount of time, we may be considered to be an investment company. Please see the section entitled "Risk Factors—If we are deemed to be an investment company, we would be subject to burdensome regulation which would restrict our activities and make it difficult for us to complete a business combination."

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders from the trust account as part of our stockholder-approved plan of dissolution and liquidation could be less than approximately $5.80 per share.

        Our placing of funds in the trust account may not protect those funds from third party claims against us. Pursuant to Delaware General Corporation Law Sections 280 and 281, upon our dissolution we will be required to pay or make reasonable provision to pay all claims and obligations of the corporation, including all contingent, conditional, or unmatured claims. While we intend to pay those amounts from our funds not held in trust, we cannot assure you those funds will be sufficient to cover such claims and obligations. Although we will seek to have all vendors, prospective target businesses or other entities with which we execute valid and enforceable agreements waive any right, title, interest, or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements, or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility, and other similar claims, as well as claims challenging the

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enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.

        Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over the claims of our public stockholders and the per-share liquidation price could be less than the approximately $5.80 per share held in the trust account, plus interest earned on the trust account (net of taxes, if any, payable on income of the funds in the trust account and any interest released to us as working capital or to fund costs associated with our plan of dissolution and liquidation if we do not consummate a business combination), due to claims of such creditors. If we are unable to complete a business combination and are required to dissolve and liquidate, certain of our executive officers will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of various vendors, prospective target businesses or other entities that are owed money by us for services rendered or products sold to us, to the extent necessary to ensure that such claims do not reduce the amounts in the trust account. We cannot assure you that our executive officers are capable of funding a shortfall in our trust account.

        Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to claims of third parties with priority over the claims of our public stockholders. To the extent bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders the liquidation amounts due them. Accordingly, the actual per share amount distributed from the trust account to our public stockholders could be significantly less than approximately $5.80, without taking into account interest earned on the trust account (net of taxes payable, if any, and up to $680,000 that may be released to us to fund our working capital requirements), due to claims of creditors. Any claims by creditors could cause additional delays in the distribution of funds in the trust account to the public stockholders beyond the time periods required to comply with Delaware General Corporation Law procedures and federal securities laws and regulations.

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

        We have agreed with the trustee to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation if we do not complete a business combination within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle, or definitive agreement is executed within 18 months after the consummation of this offering and the business combination relating thereto is not consummated within such 18-month period). 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 we complied with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that we make reasonable provision for all claims against us, including a 60-day notice period during which any third-party claims can be brought against us, a 90-day period during which we may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of a stockholder with respect to a liquidating distribution would be 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 dissolution and, therefore, we do not intend to comply with those procedures. As such, our public stockholders could potentially be liable for any claims to the extent of distributions received by them in a

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dissolution and any such liability of our stockholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our public stockholders amounts owed to them by us. For further discussion of the dissolution procedures imposed by the Delaware General Corporation Law, see the section below entitled "Proposed Business—Effecting a Business Combination—Dissolution and Liquidation if no Business Combination."

We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination.

        We have reserved approximately $500,000 (not including up to $680,000 of interest earned on the funds in the trust account which may be released to fund our working capital requirements) from the proceeds of this offering to cover our operating expenses for the next 24 months, to search for a target company and consummate a business combination, to pay a portion of the monthly fees for office services to an affiliate and/or to pay for the costs associated with a plan of dissolution and liquidation if we do not consummate a business combination. This amount is based on management's estimates of the costs needed to fund our operations for the next 24 months and consummate a business combination or pay the costs associated with a plan of dissolution and liquidation if we do not consummate a business combination. Those estimates may prove inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees with respect to a particular proposed business combination or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. In addition, any proceeds used to make a down payment or pay exclusivity or similar fees may be forfeited if we breach the restrictions of any agreement related to such down payment or fees. If we do not have sufficient proceeds available to fund our expenses, we may be forced to obtain additional financing, either from our management or the initial stockholders or from third parties. We may not be able to obtain additional financing and our initial stockholders and management are not obligated to provide any additional financing. If we do not have sufficient proceeds and cannot find additional financing, we may be required to dissolve and liquidate as part of our stockholder-approved plan of dissolution and liquidation prior to consummating a business combination.

Since we have not currently selected any prospective target businesses with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of any particular target business' operations.

        Because we have not yet selected or approached any prospective target businesses, investors in this offering have no current basis to evaluate the possible merits or risks of any particular 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 those entities. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors, or that we will have adequate time to complete a sufficient due diligence review. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in any particular target business. For a more complete discussion of our selection of target businesses, see the section below entitled "Proposed Business—Effecting a Business Combination—We Have Not Selected or Approached Any Target Businesses."

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We may acquire one or more target businesses with a history of poor operating performance and there is no guarantee that we will be able to improve the operating performance of those businesses.

        We may acquire one or more target businesses with a history of poor operating performance. Acquiring a business with a history of poor operating performance can be extremely risky and we may not be able to improve its operating performance. If we cannot improve the operating performance of such a business following our business combination, then our business, financial condition, and results of operations will be adversely affected. Factors that could result in us not being able to improve operating performance include, among other things:

•

inability to predict changes in technological innovation or consumer tastes and preferences;



•

competition from superior or lower-priced products or services;



•

lack of financial resources;



•

inability to attract and retain key executives and employees;



•

claims for infringement of third-party intellectual property rights or the availability of third-party licenses; and



•

changes in, or costs imposed by, government regulation.

We may issue additional shares of our capital stock, including through convertible debt securities, to complete a business combination, which would reduce the equity interest of our stockholders and may cause a change in control of our ownership.

        Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering (assuming no exercise of the underwriters' over-allotment option), there will be 78,565,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants and the purchase option granted to Merriman Curhan Ford & Co. and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date of this offering to issue any additional securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of both, including through convertible debt securities, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of preferred stock, including upon conversion of any debt securities:

•

may significantly reduce the equity interest of investors in this offering;



•

could cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.

        For a more complete discussion of the possible structure of a business combination, see the section below entitled "Proposed Business—Effecting a Business Combination—Selection of Target Businesses and Structuring of a Business Combination."

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

        Although we have no commitments as of the date of this offering to issue any notes or other debt securities, or to otherwise incur debt, we may choose to issue a substantial amount of debt to finance a business combination. The issuance of notes or other debt securities, or the incurrence of debt may:

•

lead to default and foreclosure on our assets if our operating revenues after a business combination are insufficient to service our debt obligations;



•

cause an acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach the covenants contained in the terms of any debt instruments, such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;



•

create an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand;



•

hinder our ability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors;



•

require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock, working capital, capital expenditures, acquisitions, and other general corporate purposes;



•

limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;



•

make us more vulnerable to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation; and



•

place us at a disadvantage compared to our competitors who have less debt.

Some or all of our current officers and directors, including Mr. Majteles, may resign upon consummation of a business combination and we will have only limited ability to evaluate the management of the target business.

        Our ability to be successful after we effect a business combination will depend in part upon the efforts of our officers and the members of our board of directors. Despite our current intention to retain our existing management and our existing management's current intention to remain actively involved in our business and operations following a business combination, none of our officers nor any member of our board of directors is obligated to remain with us subsequent to a business combination. In making the determination as to whether any of these individuals will remain with us following the business combination, we intend to analyze the experience and skill set of the target business' management and board of directors, including their experience in operating technology businesses, and negotiate as part of the business combination that certain members of current management or any member of our board of directors remain if it is believed that it is in the best interests of the combined company post-business combination. In the event we are unable to retain some or all of our current officers and members of our board of directors, including Mr. Majteles, we may not be able to successfully operate such combined company following a business combination. In addition, we cannot assure you that our assessment of any additional individuals that we engage after a business combination will prove to be correct.

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The loss of key executives could adversely affect our ability to operate.

        Our operations are dependent upon a relatively small group of key executives. We believe that our success depends upon the continued service of our key executive management team. We cannot assure you that such individuals will remain with us for the immediate or foreseeable future. We do not have employment contracts with any of our current executives. Moreover, although we expect that our current management will be actively involved in our business after completion of a business combination, our executive officers will only be able to remain with the combined company after the consummation of a business combination if they are able to negotiate mutually agreeable employment terms as a part of any such combination, which terms would be disclosed to our stockholders in any proxy statement relating to such transaction. If we acquired a target business in an all-cash transaction, it would be more likely that the current members of management would remain with us, if they choose to do so. If a business combination were structured as a merger in which the stockholders of the target company were to control the combined company following a business combination, it may be less likely that our current management would remain with the combined company because control of the company would rest with the target company and not our current management unless otherwise negotiated as part of the transaction in the acquisition agreement, an employment agreement, or other arrangement. If our current management chooses to remain with us after the business combination, they will negotiate the terms of the business combination as well as the terms of their employment arrangements and may have a conflict of interest in negotiating the terms of the business combination while, at the same time, negotiating terms of their employment arrangements. The unexpected loss of the services of one or more of these executives could have a detrimental effect on us.

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

        Our officers and members of our board of directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. This could have a negative impact on our ability to consummate a business combination. We do not intend to have any full time employees prior to the consummation of a business combination. None of our officers nor any member of our board of directors is obligated to contribute any specific number of hours per week to our affairs and may engage in other business activities. For example, Mr. Majteles also serves as the managing member of Treehouse Capital, LLC, a private investment firm that works exclusively with later-stage technology companies, and Messrs. Marxe and Greenhouse are both general partners of Special Situations. If our officers' and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, 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. For a more complete discussion of the potential conflicts of interest that you should be aware of, see the section below entitled "Certain Relationships and Related Transactions."

Our officers and directors are currently, and 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 determining to which entity a particular business opportunity should be presented.

        Our officers and directors are currently, and may in the future become, affiliated with entities, including other "blank check" companies, engaged in business activities similar to those intended

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to be conducted by us. For example, Messrs. Marxe and Greenhouse are both general partners of Special Situations, Mr. Majteles is the managing member of Treehouse Capital, LLC and an affiliate director at Coral Capital Management, a venture capital firm. Mr. Bozeman is a general partner of Angel Investors, LP, a venture capital firm, and Steven G. Blank, another one of our directors, is a private investor focusing on technology companies. These firms and Mr. Blank may compete with us for investment opportunities. Further, certain of our officers and directors are currently involved in other businesses that are similar to the business activities that we intend to conduct following a business combination. Specifically, Mr. Majteles, Mr. Bozeman and several of our directors serve either as directors or executive officers of technology-related companies. Mr. Majteles, Mr. Bozeman or our other directors may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are or may be affiliated. Due to their existing and potentially future affiliations with other entities, they may have fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us which could cause additional conflicts of interest. We cannot assure you that these conflicts will be resolved in our favor. For a more complete discussion of our management's business affiliations and the potential conflicts of interest that you should be aware of, see the sections below entitled "Management—Directors and Executive Officers" and "Certain Relationships and Related Transactions."

None of our officers or directors ever has been associated with a blank check company.

        Our officers and directors never have served as officers or directors of a development stage public company with the business purpose of raising funds to acquire a company in the technology-related sector. Further, none of our officers or directors ever has been involved with a blank check public company of any sort. Accordingly, you may not be able to adequately evaluate their ability to successfully complete a business combination through a blank check company or a company with a structure similar to ours.

Because our officers and directors either directly or indirectly own shares of our securities that will not participate in the liquidation of the trust account as part of our stockholder-approved plan of dissolution and liquidation, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

        All of our officers and directors own stock in our company, and certain of our officers and directors are affiliated with MGS Partners, LLC, which will purchase units in the private placement. All of our initial stockholders, including our officers and directors and MGS Partners, LLC, have waived their respective rights to participate in any liquidating distributions with respect to those shares of common stock acquired by them prior to this offering and those acquired in connection with the private placement in the event we fail to consummate a business combination. As a result, those shares owned by our officers and directors will be worthless if we do not consummate a business combination and they would lose their entire investment in us were this to occur. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting target businesses and completing a business combination in a timely manner. Consequently, our officers' and directors' discretion in identifying and selecting suitable target businesses 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 interests.

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

        Our initial stockholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account unless the business combination is consummated. The amount of available proceeds is based on management estimates of the capital needed to fund our operations for the next 24 months and to consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination or if we expend a significant portion in pursuit of an acquisition that is not consummated. The financial interest of such persons could influence their motivation in selecting a target business and, thus, there may be a conflict of interest when determining whether a particular business combination is in the stockholders' best interests.

We may engage in a business combination with one or more target businesses that have relationships with entities with which our initial stockholders also have relationships, which may raise potential conflicts of interest.

        Members of our management, directors and initial stockholders are investors in, or affiliated with entities that invest in, technology companies. Since our objective is effecting a business combination with one or more operating businesses in the technology-related sector, we may decide to acquire one or more of the portfolio companies in which these entities or related parties are investors in connection with the business combination, subject to our agreement not to acquire any company in which any Special Situations Fund is an investor and any limitations imposed on such a business combination by the Investment Company Act of 1940, as amended. Neither we, nor any representative acting on our behalf, has had any contacts with any such portfolio companies regarding a business combination. However, we believe that some of these portfolio companies may be aware, based solely on the filing of our registration statement, that we have been formed for the purpose of acquiring one or more technology businesses, that we are seeking to raise money through this offering for the purpose of potentially acquiring one or more of them or that our management, directors and initial stockholders are involved in our business. One or more of these portfolio companies may refuse to enter into discussions with us regarding a proposed business combination or to enter into a proposed business combination with us because of concerns regarding these potential conflicts of interest. Despite our agreement to obtain an opinion from an independent investment banking firm that a business combination with any related portfolio company is fair to our stockholders from a financial point of view, potential conflicts of interest may still exist, and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as it would have been absent any conflicts of interest.

We will not generally be required to obtain a determination of the fair market value of a target business or target businesses from an unaffiliated, independent investment banking firm.

        Our initial business combination must be with one or more operating businesses whose fair market value is at least equal to 80.0% of the balance in the trust account (less the deferred underwriting discounts and commissions) at the time of such acquisition. The fair market value of such business or businesses will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow, and book value. We have agreed to obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the National Association of Securities Dealers, Inc., or NASD, with respect to the satisfaction of such criteria if one of our initial stockholders is

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affiliated with the target business. However, in all other situations, we will not be required to obtain an opinion from an investment banking firm as to the fair market value.

If our common stock becomes subject to the SEC's penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

        If at any time we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock may be subject to the "penny stock" rules promulgated under the Securities Exchange Act of 1934, as amended. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

•

make a special written suitability determination for the potential purchaser;



•

receive the purchaser's written agreement to a transaction prior to sale;



•

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as the purchaser's legal remedies; and



•

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a "penny stock" can be completed.

        If our common stock becomes subject to these rules, broker-dealers may find it difficult to effect customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may become depressed, and you may find it more difficult to sell our securities.

It is probable that we will only be able to complete one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services, if any.

        While we may seek to effect a business combination with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value, collectively, is at least equal to 80.0% of our net assets at the time of such acquisition. We may not be able to acquire more than one target business because of various factors, including possible complex accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which would include attempting to coordinate the timing of negotiations, proxy statement disclosure and closing with multiple target businesses. In addition, we would be exposed to the risk that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied, bringing the fair market value of the business combination below the required threshold of 80.0% of the balance in the trust account (less the deferred underwriting discounts and commissions). As a result, we are likely to complete a business combination with only a single operating business, which may have only a limited number of products or services or no products or services at all. The resulting lack of diversification may:

•

result in our dependency upon the performance of a single or small number of operating businesses;



•

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services; and

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•

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 a business combination.

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

Any attempt to consummate more than one transaction as our initial business combination will make it more difficult to consummate our initial business combination.

        We may seek to effect initial contemporaneous business combinations with more than one target business having a combined fair market value of at least 80.0% of the balance in the trust account (less the deferred underwriting discounts and commissions) at the time of such transactions. Acquisitions involve a number of special risks, including diversion of management's attention, legal, financial, accounting and due diligence expenses, and general risks that transactions will not be consummated. To the extent we try to consummate more than one transaction at the same time, all of these risks will be exacerbated, especially in light of the small size of our management team and our limited financial and other resources. Completing our initial business combination through more than one acquisition likely would result in increased costs as we would be required to conduct a due diligence investigation of more than one business and negotiate the terms of the acquisition with multiple sellers. In addition, due to the difficulties involved in consummating multiple acquisitions concurrently, our attempt to complete our initial business combination in this manner would increase the chance that we would be unable to successfully complete our initial business combination in a timely manner. In addition, if our initial business combination entails simultaneous transactions with different sellers, each seller will need to agree that its transaction is contingent upon the simultaneous closing of the other transactions, which may make it more difficult for us, or delay our ability, to complete the initial transaction. As a result, if we attempt to consummate our initial transaction in the form of multiple transactions, there is an increased risk that we will not be in a position to consummate some or all of those transactions, which could result in our failure to satisfy the requirements for an initial transaction and require us to initiate proceedings to dissolve and liquidate.

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

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

•

our obligation to seek stockholder approval of a business combination may delay the consummation of a transaction;



•

our obligation to convert shares of our common stock into cash in certain instances may reduce the resources available for a business combination; and

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•

our outstanding warrants and the purchase option granted to Merriman Curhan Ford & Co., 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 and completing a business combination.

A significant portion of our working capital could be expended in pursuing acquisitions that are not consummated.

        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. In addition, we may opt to make down payments or pay exclusivity or similar fees in connection with structuring and negotiating a business combination. If a decision is made not to complete a specific proposed business combination, the costs incurred up to that point for the proposed transaction, potentially including down payments or exclusivity payments or similar fees, would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the transaction for any number of reasons including those beyond our control, such as that more than 19.99% of our public stockholders vote against the transaction and elect to convert their shares into cash even if a majority of our public stockholders approve the transaction. 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. See the section entitled "Proposed Business—Effecting a Business Combination—We Have Not Selected or Approached Any Target Businesses."

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

        Although we believe that the net proceeds of this offering will be sufficient to allow us to complete a business combination, in as much as we have not yet selected or approached any prospective target businesses, we cannot ascertain the capital requirements for any particular business combination. If the net proceeds of this offering prove to be insufficient, either because of the size of the business combination or the depletion of our available net proceeds in search of target businesses, or because we become obligated to convert a significant number of shares into cash from dissenting stockholders, we will be required to seek additional financing through the issuance of equity or debt securities or other financing arrangements. We cannot assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure or abandon that particular business combination and seek alternative target business candidates. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target businesses. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target businesses. None of our officers, directors or stockholders are required to provide any financing to us in connection with or after a business combination.

Our initial stockholders, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.

        Our initial stockholders will continue to have a substantial ownership interest in us after this offering and potentially after the consummation of a business combination. Upon consummation of this offering, our initial stockholders, including all of our officers and directors, will collectively

31

own approximately 23.1% of our issued and outstanding shares of common stock. Members of our management and board of directors and our initial stockholders and their affiliates and relatives are not prohibited or limited from purchasing units or shares in this offering or in the aftermarket, and they will have full voting rights with respect to any such shares of common stock they may acquire. As a result of this ownership and because of the current composition of our board of directors, our initial stockholders will continue to exert considerable influence over actions requiring a stockholder vote. Specifically,

•

In connection with our initial business combination, our initial stockholders have agreed to vote only the shares owned by them immediately before this offering and those acquired in connection with the private placement in accordance with the majority of shares of common stock voted by the public stockholders, but they may cast votes with respect to shares that they acquired in connection with or following this offering in any manner as they may determine in their discretion. As a result, an initial stockholder who acquires shares in connection with or after this offering may vote against the proposed business combination with respect to those shares, and retain the right to elect to exercise the conversion rights attributable to such shares in the event that a business combination transaction is approved by a majority of our public stockholders.



•

Our current board of directors, all of which are initial stockholders, will have the discretion to appoint or nominate additional board members or their successors and we may not have an annual meeting prior to a business combination to ratify or elect such persons.



•

Unless we are subject to Section 2115(b) of the California Corporations Code, we will have a "staggered" board of directors, meaning only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome.

        Accordingly, our initial stockholders will continue to exert control at least until the consummation of a business combination.

We will be dependent upon interest earned on the trust account to fund our search for a target company and consummation of a business combination.

        Of the net proceeds of this offering and the private placement, only $500,000 is estimated to be available to us initially outside the trust account to fund our working capital requirements. We will be dependent upon sufficient interest being earned on the proceeds held in the trust account to provide us with the additional working capital we will need to fund our working capital requirements, search for a target company and consummate a business combination. While we are entitled to up to an aggregate of $680,000 of the interest earned on the trust account, net of taxes payable, if any, if interest rates were to decline substantially, we may not have sufficient funds available to complete a business combination. In such event, we would need to borrow funds from our insiders or others or be required to dissolve, liquidate and wind up.

Assuming MGS Partners, LLC purchases all of the units offered in the private placement, our initial stockholders will have paid an aggregate of $1,825,000, or approximately $1.01 per share, for their shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

        The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. The fact that our initial stockholders will have acquired their shares of common stock at a significantly lower average purchase price has significantly contributed to this dilution. Assuming this offering is completed, you and the other

32

new investors will incur an immediate and substantial dilution of approximately 28.5% or $1.71 per share (the difference between the pro forma net tangible book value per share of $4.29 and the initial offering price of $6.00 per unit).

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

        In connection with this offering and the private placement, as part of the units, we will be issuing warrants to purchase up to 12,600,000 shares of common stock (assuming no exercise of the over-allotment option). In addition, we have agreed to sell Merriman Curhan Ford & Co. an option to purchase up to 5.0% of the total number of units sold in this offering. If the over-allotment option is exercised in full, the exercise of this purchase option would result in the issuance of warrants to purchase an additional 690,000 shares of common stock. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such warrants, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the acquisition cost of a target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

Failure to maintain a current prospectus relating to the common stock underlying our warrants may deprive our warrants of any value and the market for our warrants may be limited.

        No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of our warrants. In addition, holders of the warrants are not entitled to net cash settlement and the warrants may only be settled by delivery of shares of our common stock and not cash. Under the terms of a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, we have agreed to meet the registration conditions described above and to use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. The warrants may be deprived of value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

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

        Our initial stockholders are entitled to demand that we register the resale of their shares of common stock in certain circumstances. For more information, see "Certain Relationships and Related Transactions—Prior Share Issuances." If our initial stockholders exercise their registration rights with respect to all of their shares of common stock, then there will be an additional 2,400,000 shares of common stock eligible for trading in the public market assuming that MGS Partners, LLC purchases all of the units offered in the private placement and exercises all of the warrants included in those units. The presence of this additional number of shares of common

33

stock eligible for 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 effect a business combination or increase the acquisition cost of a target business, as the stockholders of a particular target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

If you are not an institutional investor, you may purchase our securities in this offering only if you reside within certain states in which we have applied to have the securities registered. Although resales of our securities are exempt from state registration requirements, state securities commissioners who view blank check offerings unfavorably may attempt to hinder resales in their states.

        We will offer and sell the units to individual investors only in Colorado, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, New York, Rhode Island and Wyoming. If you are not an "institutional investor," you must be a resident of one of these jurisdictions to purchase our securities in this offering. Institutional investors in every state except Idaho may purchase units in this offering pursuant to an exemption provided for sales to these investors under the Blue Sky laws of various states. The definition of an "institutional investor" varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entitles. Under the National Securities Market Improvement Act of 1996, the resale of the units and, once they become separately transferable, the common stock and warrants comprising the units, are exempt from state registration requirements. However, each state retains jurisdiction to require notice filings and fee payments and to investigate and bring enforcement actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities. Although we are not aware of a state having used these powers to prohibit or restrict resales of securities issued by blank check companies generally, certain state securities commissioners view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the resale of securities of blank check companies in their state. For a more complete discussion of the state securities laws and registrations affecting this offering, please see "Underwriting—State Blue Sky Information" below.

We intend to have our securities quoted on the OTC Bulletin Board, which will limit the liquidity and price of our securities more than if our securities were quoted or listed on the Nasdaq National Market or a national securities exchange.

        Our securities will be traded in the over-the-counter market. It is anticipated that they will be quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities sponsored and operated by The Nasdaq Stock Market, Inc., but not included in the Nasdaq National Market. Quotation of our securities on the OTC Bulletin Board will limit the liquidity and price of our securities more than if our securities were quoted or listed on the Nasdaq National Market or a national securities exchange. Lack of liquidity will limit the price at which you may be able to sell our securities or your ability to sell our securities at all.

If we are deemed to be an investment company, we would be subject to burdensome regulation which would restrict our activities and make it difficult for us to complete a business combination.

        In order not to be regulated as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading "investment

34

securities." Our business will be to identify and consummate a business combination and thereafter to operate the acquired business or businesses. We will invest the funds in the trust account only in "government securities" with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act. By limiting the investment of the funds to these instruments, we believe that we will not be considered an investment company under the 1940 Act. This offering is not intended for persons who are seeking a return on investments in these types of instruments. The trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the earlier to occur of either (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, our dissolution and return of the funds held in this trust account to our public stockholders as part of our plan of dissolution and liquidation. If we fail to invest the proceeds as described above or if we cease to be primarily engaged in our business as set forth above (for instance, if our stockholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time), we may be considered to be an investment company and thus be required to comply with the 1940 Act.

        If we are deemed to be an unregistered investment company, among other things, any contract we enter into while unregistered would be rendered unenforceable. In addition, if we did register under the 1940 Act, we would be subject to certain restrictions on our activities, including:

•

restrictions on the nature of our investments;



•

restrictions on the issuance of our securities; and



•

restrictions on the amount of debt we may incur;

each of which may make it difficult for us to consummate a business combination. We would also become subject to burdensome regulatory requirements, including reporting, record keeping, voting, proxy and disclosure requirements and the costs of meeting these requirements would reduce the funds we have available outside the trust account to consummate a business combination.

Our directors, including those who serve on our Audit Committee, may not be considered "independent" under the policies of the North American Securities Administrators Association, Inc. and, therefore, may take actions or incur expenses that are not deemed to be independently approved or independently determined to be in our best interests.

        Under the policies of the North American Securities Administrators Association, Inc., an international organization devoted to investor protection, because all of our directors own shares of our securities and may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, state securities administrators may take the position that such individuals are not "independent." If this were the case, they would take the position that we would not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. Subject to availability of proceeds not placed in the trust account, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit Committee, each of which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. In addition, we may opt to make down payments or pay exclusivity or similar fees and expenses in connection with structuring and negotiating a business combination, which may have the effect of reducing the available proceeds not deposited in the trust account for reimbursement of out-of-pocket expenses incurred on our behalf. We will not

35

require, however, that the reimbursement of such out-of-pocket expenses in excess of the available proceeds not deposited in the trust account be included as a condition in any agreement with respect to a business combination. In addition, we will not consider the inclusion of such a condition as a factor in determining whether to proceed with any potential business combination. Whether or not they are deemed to be "independent," we cannot assure you that all actions taken by our directors on our behalf will be in our best interests. If actions are taken, or expenses are incurred, that are not in our best interests, it could have a material adverse effect on our business and operations and the price of our securities held by the public stockholders.

Because our initial stockholders' initial equity investment was only $25,000, state administrators that follow the North American Securities Administrators Association, Inc. Statement of Policy on development stage companies may disallow the offering in thir respective states.

        Pursuant to the Statement of Policy Regarding Promoters Equity Investment promulgated by the North American Securities Administrators Association, Inc., state administrators may disallow an offering of a development stage company in their respective states if the initial equity investment by a company's promoters does not exceed: (i) 10.0% of the first $1,000,000, (ii) 7.0% of the next $500,000, (iii) 5.0% of the next $500,000, and (iv) 2.5% of the balance over $2,000,000, in each case, of the aggregate public offering price. Based upon our estimated aggregate offering price of $36,000,000, assuming no exercise of the underwriters' over-allotment option, the minimum initial investment for the purposes of the public offering would be approximately $1,010,000 under the above-noted formula. The initial investment of $25,000 by our initial stockholders, who may be deemed "promoters," is less than the required minimum amount pursuant to this policy. Accordingly, state administrators would have the discretion to disallow our offering. We cannot assure you that our offering would not be disallowed pursuant to this policy. Additionally, the initial equity investment made by the initial stockholders may not adequately protect investors.

Since we have not currently selected a prospective target business with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of the target business' operations.

        Since we have not yet identified a prospective target, investors in this offering have no current 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, an entity in its development stage or an entity subject to unknown or unmanageable liabilities, we may be affected by numerous risks inherent in the business operations of those entities. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target business, see the section below entitled "Effecting a Business Combination—We Have Not Selected or Approached Any Target Businesses."

We could be liable for up to the amount of the purchase price of the private placement units, plus interest, to the purchasers in the private placement.

        We have agreed to sell, in a concurrent private placement, 300,000 units to MGS Partners, LLC. This concurrent private placement of $1,800,000 in units is being made in reliance on an exemption from registration under the Securities Act. This exemption requires that there be no general solicitation of investors with respect to the sale of the private placement units. If this offering were deemed to be a general solicitation with respect to the units sold in the private placement, the offer and sale of such units would not be exempt from registration and MGS Partners, LLC could have a

36

right to rescind the units they purchased and could seek to recover the purchase price paid, with interest, or if they no longer own the securities, to receive damages. The agreement entered into for the private placement contains provisions under which MGS Partners, LLC has waived any and all rights to assert present or future claims, including the right of rescission, against us with respect to its purchase of the private placement units, and has agreed to indemnify us against such claims. The possibility exists that the private placement could be reversed, that the waiver of rescission may be voidable by MGS Partners, LLC in the private placement and the consideration received by us in connection therewith may have to be repaid. In such an event, we would be adversely affected and we may have an obligation to fund this rescission.

Since we are not an operating company, the pricing of the units in this offering is relatively arbitrary.

        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 representative of the underwriters, Merriman Curhan Ford & Co. Factors considered in determining the 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;



•

prior offerings of those companies;



•

our prospects for acquiring an operating business at attractive values;



•

our capital structure;



•

an assessment of our management and their experience in identifying operating companies;



•

general conditions of the securities markets at the time of this offering;



•

the likely competition for acquisition targets; and



•

the likely number of potential targets.

        However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

Because the report of BDO Seidman, LLP, our independent registered public accounting firm, contains an explanatory paragraph regarding our ability to continue as a going concern, and, to date, we have no revenues from operations and an accumulated deficit, state administrators that follow the North American Securities Administrators Association, Inc. Statement of Policy Regarding Unsound Financial Condition may disallow our offering in their respective states.

        Pursuant to the Statement of Policy Regarding Unsound Financial Condition promulgated by the North American Securities Administrators Association, Inc., state administrators may disallow an offering in their respective states if the financial statements of the issuer contain a footnote or the independent auditor's report contains an explanatory paragraph regarding the issuer's ability to continue as a going concern and the issuer has (i) an accumulated deficit, (ii) negative shareholder equity, (iii) an inability to satisfy current obligations as they become due or (iv) negative cash flow or no revenues from operations. The report of BDO Seidman, LLP, our independent registered public accounting firm, contains an explanatory paragraph regarding our ability to continue as a going concern and we have no revenues from our operations and an accumulated deficit. Accordingly, state administrators would have the discretion to disallow our offering. We cannot assure you that our offering would not be disallowed in one or more states pursuant to this policy.

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Risks Associated With The Technology-Related Sector

Our investments in technology-related companies may be extremely risky and we could lose all or part of our investments.

        An investment in technology-related companies may be extremely risky relative to an investment in companies operating in other sectors due, in part, to the following factors:

•

technology-related companies typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;



•

technology-related companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;



•

because technology-related companies tend to be privately owned, there is generally little publicly available information about these businesses; therefore, we may not learn all of the material information we need to know regarding these businesses; and



•

technology-related companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the operations of any technology-related company we may acquire.

The cyclical nature of the technology industry may adversely affect the future performance and ability to sell products, and in turn, the profitability, of any target businesses that we may acquire.

        Technology products and services tend to be relatively expensive and buyers tend to defer purchases during periods of economic weakness, opting instead to continue to use what they already own. Conversely, during periods of economic strength, technology sales frequently exceed expectations. As a consequence, revenues and earnings for technology companies may fluctuate more than those of less economically-sensitive companies. Due to the cyclical nature of the technology industry, inventories may not always be properly balanced, resulting in lost sales when there are shortages or write-offs when there are excess inventories. This may adversely affect the business, financial condition, and results of operations of any target businesses that we may acquire.

If we are unable to keep pace with the changes in the technology industry, the products of any target business that we acquire could become obsolete and it could hurt our results of operations.

        The technology industry is generally characterized by intense, rapid changes, often resulting in product obsolescence or short product life cycles. Our ability to compete after the consummation of a business combination will be dependent upon our ability to keep pace with changes in this industry. If we are ultimately unable to adapt our operations as needed, our business, financial condition, results of operations and prospects following a business combination will be adversely affected.

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The technology sector is highly competitive and we may not be able to compete effectively which could adversely affect our revenues and profitability upon consummation of a business combination.

        The technology industry is rapidly evolving and intensely competitive. We expect competition to intensify in the future. Many of the competitors we will face upon consummation of a business combination may have significantly greater financial, technical, marketing and other resources than we do. In addition, the management of our competitors may have greater operating resources and experience in the technology-related sector. Some of these competitors may also offer a wider range of services than we can and have greater name recognition and a larger client base. These competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies and client requirements. They may also be able to undertake more extensive promotional activities, offer more attractive terms to clients, and adopt more aggressive pricing policies. If we are unable to compete effectively following a business combination, our business, financial condition, results of operations and prospects could be materially adversely affected.

We may be unable to protect or enforce the intellectual property rights of any target businesses that we acquire.

        After completing a business combination, the procurement and protection of trademarks, copyrights, patents, domain names, trade dress, and trade secrets will be critical to our success. We will likely rely on a combination of copyright, trademark, trade secret laws and contractual restrictions to protect any proprietary technology and rights that we may acquire. Despite our efforts to protect those proprietary technology and rights, we may not be able to prevent misappropriation of those proprietary rights or deter independent development of technologies that compete with the business or businesses we acquire. Our competitors may file patent applications or obtain patents and proprietary rights that block or compete with our patents. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. It is also possible that third parties may claim we have infringed their patent, trademark, copyright or other proprietary rights. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could have a material adverse effect on our competitive position and business. Depending on the target business or businesses that we acquire, it is likely that we will have to protect copyrights, trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location. With respect to certain proprietary rights, such as trademarks and copyrighted materials, of the target business or businesses that we will acquire, we expect that the target business or businesses will have entered into license agreements in the past and will continue to enter into such agreements in the future. These licensees may take actions that diminish the value of such target business or businesses' proprietary rights or cause harm to such target business or businesses' reputation.

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USE OF PROCEEDS

        The following table sets forth the proceeds we estimate to receive from this offering and the private placement and our expected use of those proceeds:

⁽¹⁾

Excludes the payment of $100 from Merriman Curhan Ford & Co. for its purchase option, proceeds from the future sale of units under the purchase option and proceeds from the future exercise of any warrants.

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⁽²⁾

These are estimates only. Our actual expenditures for some or all of these items may differ substantially from those set forth herein.

⁽³⁾

A portion of the offering expenses have been paid from the funds we received from Mr. Majteles and MGS Partners, LLC as described below. These funds will be repaid out of the proceeds of this offering not being placed in the trust account upon consummation of this offering.

⁽⁴⁾

Excludes the additional deferred underwriting discounts and commissions described in footnote 6 below.

⁽⁵⁾

Miscellaneous expenses includes the reimbursement of our initial stockholders for out-of-pocket expenses incurred in connection with this offering.

⁽⁶⁾

Includes deferred underwriting discounts and commissions equal to 2.0% of the gross proceeds, or $720,000 ($828,000 if the underwriters' over-allotment option is exercised in full), which will be deposited in the trust account and which the underwriters have agreed to defer until the consummation of a business combination. See the section entitled "Underwriting – Pricing of Securities, Commissions and Discounts."

        We intend to use the proceeds from this offering to acquire one or more operating businesses in the technology-related sector.

        Of the net proceeds from this offering and the private placement, $34,800,000, or $39,984,000, if the underwriters' over-allotment option is exercised in full, will be placed in a trust account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company, as trustee. Other than up to $680,000 of interest earned on the trust account, which may be released to us as described in the table above, the proceeds held in the trust account and all interest earned thereon (net of taxes payable, if any) will not be released from the trust account until the earlier of the completion of a business combination or our dissolution and liquidation to our public stockholders of our assets, including the funds held in the trust account, as part of our stockholder-approved plan of dissolution and liquidation. We expect to use the proceeds held in the trust account to acquire one or more operating businesses in the technology-related sector. Interest earned on the trust account, after payment of taxes payable in connection therewith, will be held in the trust account for use in completing a business combination or released to investors upon exercise of their conversion rights or upon liquidation, as the case may be. However, we may not use all of the funds in the trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds in the trust account or because we finance a portion of the consideration with our capital stock or debt securities. In that event, the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will constitute working capital for our business after the business combination. While it is difficult to determine what the specific operating expenses of our business after completion of a business combination may be, we expect that they may include some or all of the following: capital expenditures, general ongoing expenses including overhead and payroll, costs involved in expanding markets and in developing strategic acquisitions or alliances. In addition, we may use any remaining proceeds held in the trust account to satisfy any unpaid reimbursable out-of-pocket expenses incurred by our officers and directors, as well as any unpaid finder's fees or similar fees or compensation to the extent such expenses, fees or compensation exceed the available proceeds not deposited in the trust account. If we complete a business combination, $720,000 (or $828,000 if the underwriters' over-allotment option is exercised in full) will be paid to the underwriters as deferred discounts and commissions, as set forth herein.

        The remaining $500,000 of net proceeds of this offering not held in the trust account and up to $680,000 of interest earned on the trust account (net of taxes payable, if any) may be used to fund our working capital requirements for up to the next 24 months, as described below.

        We have reserved $350,000 for legal, accounting and other expenses attendant to the structuring and negotiation of a business combination, $200,000 for expenses related to due

41

diligence and investigation of prospective target businesses and $100,000 for legal and accounting fees relating to SEC reporting obligations. We expect that due diligence of prospective target businesses will be performed by some or all of our officers, directors and initial stockholders and may include engaging market research and valuation firms as well as other third party consultants. None of our officers, directors or initial stockholders will receive any compensation for any due diligence efforts, other than reimbursement of any out-of-pocket expenses they may incur on our behalf while performing due diligence of prospective target businesses. Any reimbursement of out-of-pocket expenses would occur at our discretion. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless and until we complete a business combination.

        Pursuant to the terms of a letter agreement, we have agreed to pay a monthly fee of $7,500 to the Law Offices of Tyler R. Meade, an affiliate of Tyler R. Meade, our secretary, for general and administrative services, including but not limited to receptionist, secretarial and general office services. This agreement commences upon the consummation of this offering and shall continue until the earlier of the consummation of a business combination or our dissolution and liquidation to our public stockholders of our trust account as part of our stockholder-approved plan of dissolution and liquidation.

        We have reserved approximately $125,000 for premiums for director and officer insurance for a 24-month period and an additional $75,000 for insurance against certain liabilities that may be owed to potential acquisition targets. We intend to use the excess working capital (approximately $300,000) for other expenses incurred in structuring and negotiating a business combination and, if necessary, to cover the costs and expenses associated with our dissolution and liquidation (which we estimate will be in the range of $50,000 to $75,000). For example, we may opt to make a down payment or pay exclusivity or similar fees with respect to a particular proposed business combination. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions, we may do so in the future to assist us in locating suitable acquisition candidates, in which event we may pay a finder's fee or other compensation. We have not reserved any specific amounts for a down payment, exclusivity fees, finder's fees or similar fees or compensation, each of which may have the effect of reducing the available net proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. To the extent that any such fees or compensation exceeds the available proceeds not deposited in the trust account, we would not be able to pay such fees or compensation unless we complete a business combination. In addition, the excess working capital will be used to cover miscellaneous expenses that we have not yet identified, which may include, without limitation, the reimbursement of our directors and officers for out-of-pocket expenses in connection with this offering, such as roadshow expenses and advances for offering costs made by them and not covered by the amounts set aside for offering expenses described above.

        We believe that, upon consummation of this offering and the private placement, we will have sufficient available funds to operate at least for the next 24 months, assuming that a business combination is not consummated during that time. The amount of available proceeds is based on management's estimate of the amount needed to fund our operations for the next 24 months and to complete a business combination. Those estimates may prove inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. If our estimates prove inaccurate, our ability to consummate a business combination may be impaired and, if we are required to dissolve and liquidate upon our failure to complete a business combination, the amount distributed to our public stockholders could be subject to reduction compared to our estimates as a

42

result of the claims of creditors. For more information, see the section entitled "Risk Factors—We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination" and "Risk Factors—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders from the trust account as part of our stockholder-approved plan of dissolution and liquidation will be less than approximately $5.80 per share."

        In addition, the report of BDO Seidman, LLP, our independent registered public accounting firm, contains a going concern qualification. If we do not have sufficient proceeds available to cover our expenses we may be forced to obtain additional financing, either from our management, MGS Partners, LLC or third parties. We may not be able to obtain additional financing and none of our management, including our directors, our initial stockholders and MGS Partners, LLC is obligated to provide any additional financing. If we do not have sufficient proceeds and cannot find additional financing, we may be forced to liquidate prior to completing a business combination.

        Mr. Majteles and MGS Partners, LLC have loaned a total of $400,000 to us for the payment of offering expenses. The loan bears interest at a rate of 4.0% per year and will be payable on the earlier of June 26, 2007 or the completion of this offering out of the proceeds used to pay the offering expenses.

        The net proceeds of this offering that are not immediately required for the purposes set forth above will be held in trust and invested only in "government securities" with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act so that we are not deemed to be an investment company under the 1940 Act. The interest income derived from investment of the net proceeds not held in the trust account during this period will be used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is completed.

        Other than the repayment of the $400,000 loan described above and the payment of $7,500 per month to the Law Offices of Tyler R. Meade in connection with the general and administrative services arrangement for services rendered to us, no compensation of any kind, including finder's and consulting fees, will be paid to any of our officers, directors or initial stockholders or any of their respective affiliates prior to or in connection with the business combination. However, our initial stockholders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

        A public stockholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion of the trust account, net of taxes payable, if any, and earned interest previously released to us to fund our working capital requirements) only in the event of our dissolution and liquidation to our public stockholders as part of our stockholder-approved plan of dissolution and liquidation upon our failure to complete a business combination or if that public stockholder were to seek to convert such shares into cash in connection with a business combination which the public stockholder previously voted against and which we actually consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

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CAPITALIZATION

        The following table sets forth our capitalization at May 31, 2006 and as adjusted to give effect to the sale of our units and the application of the estimated net proceeds derived from the sale of such units in this offering and the sale of our units in the private placement:

⁽¹⁾

Notes payable to stockholders are payable on the earlier of June 26, 2007 or the consummation of this offering.

⁽²⁾

Excludes deferred underwriting discounts and commissions equal to 2.0% of the gross proceeds from the sale of the units in this offering, or $720,000 ($828,000 if the underwriters' over-allotment option is exercised in full), which will be deposited in the trust account and which the underwriters have agreed to defer until the consummation of our initial business combination. See the section entitled "Underwriting—Commissions and Discounts."

⁽³⁾

If we consummate a business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the allocable amount in the trust account in respect of such shares, including all interest earned on the funds in the trust account (net of taxes payable, if any), excluding up to $680,000 of interest that may be released to us to fund our working capital requirements, as of two business days prior to the proposed consummation of a business combination, divided by the number of shares of common stock sold in this offering.

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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, 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. 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 converted into cash), by the number of outstanding shares of our common stock.

        At May 31, 2006, our net tangible book value was a deficiency of $(441,075), or approximately $(0.29) per share of common stock. After giving effect to (i) the sale of 6,000,000 shares of common stock sold as a part of the units in this offering (but excluding shares issuable upon exercise of the warrants included in such units), (ii) the deduction of underwriting discounts and estimated expenses of this offering (but excluding the deferred portion of the underwriters' fees) and (iii) the sale of 300,000 shares of common stock sold as a part of the units being sold to MGS Partners, LLC in the private placement (but excluding shares issuable upon exercise of the warrants included in such units), our pro forma net tangible book value (as decreased by the value of up to 1,199,999 shares of common stock which may be converted into cash) at May 31, 2006 would have been approximately $28,315,539, or $4.29 per share, representing an immediate increase in net tangible book value of $4.58 per share to the initial stockholders and an immediate dilution of $1.71 per share or 28.5% to new investors not exercising their conversion rights.

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

        Our pro forma net tangible book value after this offering has been reduced by approximately $6,960,000 because if we effect a business combination, the conversion rights to the public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust account including all interest, earned on funds in the trust account (net of taxes payable, if any), excluding up to $680,000 of interest that may be released to us to fund our working capital requirements, as of two business days prior to the proposed consummation of a business combination, divided by the number of shares of common stock sold in this offering.

        The following table sets forth information with respect to our initial stockholders, the private placement investor and the new investors:

⁽¹⁾

Assumes the sale of 6,300,000 units in this offering and the private placement, but not the exercise of 12,600,000 warrants to purchase shares of our common stock sold as part of such units.

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        The pro forma net tangible book value after this offering and the private placement is calculated as follows:

46

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

        We were formed on June 20, 2005, as a blank check company for the purpose of acquiring, through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, one or more operating businesses in the technology-related sector. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination. We intend to use cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, to identify, evaluate and effect a business combination.

        The issuance of additional capital stock, including upon conversion of any convertible debt securities we may issue, or the incurrence of debt could have material consequences on our business and financial condition. The issuance of additional shares of our capital stock (including upon conversion of convertible debt securities):

•

may significantly reduce the equity interest of our stockholders;



•

will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.



•

similarly, if we issue notes or other debt securities, it could result in:



•

default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay 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 the covenants contained in any debt securities, such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;



•

an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and



•

our inability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.

        To date, our efforts have been limited to organizational activities. We have neither engaged in any operations nor generated any revenues.

        We estimate that the net proceeds from the sale of the units will be approximately $35,300,000 (or approximately $40,484,000 if the underwriters' over-allotment option is exercised in full), after deducting offering expenses of approximately $1,060,000 and underwriting discounts of $1,800,000 (or $2,016,000 if the underwriters' over-allotment option is exercised in full), including $360,000 evidencing Merriman Curhan Ford & Co.'s non-accountable expense allowance of 1.0% of the gross proceeds, but excluding the deferred portion of the underwriters' discounts and commissions. Of this amount, $34,800,000, or $39,984,000 if the underwriters' over-allotment option is exercised in full, will be held in the trust account and the remaining approximately $500,000 in either case will not be held in the trust account. We intend to use substantially all of the net proceeds of this offering to acquire one or more operating businesses, including identifying and evaluating

47

prospective acquisition candidates, selecting one or more operating businesses, and structuring, negotiating and consummating the business combination. However, we may not use all of the proceeds in the trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds in the trust account or because we finance a portion of the consideration with our capital stock or debt securities. In that event, the proceeds held in the trust account as well as any other net proceeds not expended will constitute working capital for our business after the business combination.

        We believe that, upon consummation of this offering, the funds available to us outside of the trust account and up to $680,000 of interest earned on the funds in the trust account (net of taxes payable, if any) will be sufficient to fund our working capital requirements for up to the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we anticipate making the following expenditures:

•

approximately $350,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;



•

approximately $200,000 of expenses for the due diligence and investigation of a target business;



•

approximately $180,000 of expenses for administrative fees relating to office space;



•

approximately $100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; and



•

approximately $350,000 for general working capital that will be used for miscellaneous expenses and reserves, including (i) approximately $125,000 for director and officer liability insurance premium, (ii) approximately $75,000 for insurance premiums for insurance against certain liabilities that may be owed to potential acquisition targets, (iii) costs and expenses associated with a dissolution and liquidation (which we estimate will be in the range of $50,000 to $75,000, if necessary, and (iv) other expenses of structuring and negotiating business combinations.

        We do not believe we will need additional financing following this offering in order to meet the expenditures required for operating our business prior to a business combination. However, we may need to obtain additional financing to the extent such financing is required to consummate a business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

        On June 27, 2005, Mr. Majteles and MGS Partners, LLC advanced to us through loans a total of $400,000, which was used to pay a portion of the offering expenses on our behalf. The loans will be payable with annual interest of 4.0% on the earlier of June 26, 2007 or the completion of this offering. The loans will be repaid out of the net proceeds of this offering not being placed in the trust account. Interest accrued on the loans through December 31, 2005 and May 31, 2006 was $8,000 and $14,667, respectively.

        We have also agreed to sell to Merriman Curhan Ford & Co., for $100, an option to purchase 300,000 units (345,000 units if the underwriters' over-allotment option is exercised in full), each consisting of one share of common stock and two warrants, at $7.50 per unit, exercisable commencing on the later of the consummation of the business combination and one year after the date of this prospectus and expiring five years after the date of this prospectus. The warrants underlying such units will have terms that are identical to those being issued in this offering, with the exception of the exercise price, which will be set at $6.65 per warrant. This option, the units issuable upon its exercise, the shares of common stock and warrants included in those units and the shares of common stock underlying such warrants have been deemed compensation by the

48

National Association of Securities Dealers (the "NASD") and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. However, the option may be transferred to any underwriter and selected dealer participating in this offering and their bona fide officers or partners. The purchase option will also contain a cashless exercise feature that allows the holder of the purchase option to receive units on a net exercise basis. In addition, the purchase option will provide for registration rights that will permit the holder of the purchase option to demand that a registration statement be filed with respect to all or any part of the securities underlying the purchase option within five years of the completion of this offering. Further, the holder of the purchase option will be entitled to piggy-back registration rights in the event we undertake a subsequent registered offering within seven years of the completion of this offering. We estimate that the fair value of this option is approximately $1,165,186 using a Black-Scholes option-pricing model. The fair value of the option granted is estimated as of the date of grant using the following assumptions: (1) expected volatility of 68.5%, (2) risk-free interest rate of 5.13% and (3) contractual life of five years. However, because the units do not have a trading history, the expected volatility is based on information currently available to management. The expected volatility was derived by analyzing the volatility over a five-year period for the stock prices of six comparable companies, which management believes is a reasonable benchmark to use in estimating the expected volatility of the units after the consummation of a business combination. The assumption of a contractual life of five years is based on the maximum term during which the option may be exercisable, and during which the option may be sold, assigned, pledged or hypothecated, other than to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. If we do not consummate a business combination within the prescribed time period and we dissolve, liquidate and wind up, the purchase option will become worthless.

        The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the purchase option has characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of this option.

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PROPOSED BUSINESS

Introduction

        We are a recently organized Delaware blank check company incorporated on June 20, 2005 for the purpose of acquiring, through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, one or more operating businesses in the technology-related sector. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination.

        Our management believes that later-stage technology companies with great potential market opportunities often experience difficulties achieving and sustaining scaleable levels of success. In our experience, they can, among other things, take longer than expected to achieve attractive shareholder returns, misfire on some component of their execution strategy, or fail in their first few attempts to achieve mainstream and sustaining adoption of their products and services. We believe that these companies may be forced to work out of these difficult situations when their investors have lost patience and enthusiasm for their investment, which may result in the loss of institutional support and capital at the most critical and promising time in the life of these companies. These are the types of technology-related companies we intend to target for acquisition.

        We are focused on a business combination in the technology-related sector, which includes, among others, the following sectors:

•

software;



•

IT Services;



•

media;



•

telecommunications;



•

semiconductors;



•

hardware;



•

Internet; and



•

technology-enabled services.

        We intend to evaluate potential acquisition candidates on the basis of four primary criteria:

•

valuation;



•

addressable markets;



•

customer return on investment; and



•

human capital.

        Each of these criteria are described more completely below. We believe that each of these criteria are equally important and have not assigned relative weights to any of these criteria.

Valuation

        We will seek to combine the disciplines of both value and growth investing in determining appropriate target company valuations. We expect to employ a discounted cash flow analysis with a financial model developed through discussions with target company management, using a true cost of equity capital analysis to determine risk/reward thresholds. Because our target companies

50

operate in immature markets, we intend to combine an analysis of a potential target's intrinsic growth capabilities with a rigorous assessment of the inherent growth attributes of its markets.

Addressable Markets

        We believe that start-up technology companies are frequently focused on creating large new markets—markets that may not have existed prior to the introduction of a new technology by the start-up company. We intend to target companies that have successfully completed the earliest stages of development and have validated the market need for their product or service, but which have struggled to move beyond the "pilot project" or demonstration stage of customer acceptance. In our experience, these companies may have difficulties effecting the mainstream adoption of their product or service. We believe that achieving the marketing awareness, product reliability, manufacturing scale and necessary customer support infrastructure to generate appropriate shareholder returns can be challenging for young companies. We intend to carefully evaluate the true addressable market of a new product or service when evaluating a potential acquisition target and expect to help the acquisition target define and commit to the focused pursuit of specific market opportunities as a way to create a sustainable business.

Customer Return on Investment

        When evaluating a potential acquisition target, we will seek to validate technologies on the basis of an analysis of customer return on investment in the technology itself. We intend to focus on potential acquisition candidates that can demonstrate a specific and verifiable formulation of customer return on adopting a particular technology or service.

Human Capital

        We intend to analyze existing human capital at the companies we target for acquisition. We expect that such analysis will include customary background and reference checking. However, we also intend to evaluate target company management on the basis of its ability to implement a "human capital operating system" encompassing goal-setting, success in achieving goals, planning cycles and scheduling, strategic and tactical objectives and the ability to incent and motivate employees.

        We maintain a relationship with Special Situations Funds, a family of primarily private investment funds founded in 1985 with approximately $1.0 billion under management. Special Situations' investment focus is on small and under-followed public companies with market capitalizations between $25 million and $200 million. Mr. Marxe is a founding partner of Special Situations and Mr. Greenhouse has been a managing partner of Special Situations since 1991. Both Messrs. Marxe and Greenhouse are active investors in the market for private placements in publicly-traded companies. In addition, Mr. Majteles has had a long standing relationship with Special Situations, consulting for them on potential investments and turn-around scenarios for existing investments and serving as an independent director at several Special Situations portfolio companies. Although, to avoid any potential conflicts of interest, we have agreed not to acquire any portfolio company of Special Situations, we believe that our relationship with Special Situations will provide us with additional contacts and sources from which to generate acquisition opportunities and expertise in evaluating acquisition candidates.

        Through our management team, directors and special advisors, we believe that we have extensive contacts and sources from which to generate acquisition opportunities in the technology-related sector. These contacts and sources include private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants. We expect that, from time to time, one of these contacts or sources will advise either our management team, directors or

51

special advisors of the existence of one or more potential acquisition candidates or that potential acquisition candidates will become known to our management team, directors or special advisors through their other business activities. Our management will evaluate these leads and determine whether to pursue discussions with any of these candidates.

        Although we may acquire a publicly-traded company, we believe that it is more likely that we will acquire one or more privately-held companies because, in the experience of our officers and directors:

•

the valuations of private companies are likely to be lower than for comparable publicly-traded companies;



•

the cost of acquiring a private company is likely to be less than the cost of acquiring a comparable public company;



•

there are more privately-held companies available for acquisition from venture capitalists and other investors at attractive prices than publicly-traded companies; and



•

backers of privately-held later-stage technology companies are more likely to seek to obtain liquidity for their investments in the form of cash or the securities of a publicly-traded company.

        While we may seek to effect a business combination with more than one target business, which may be in different technology-related sectors, our initial business acquisition must be with one or more operating businesses whose fair market value is, either individually or collectively, at least equal to 80.0% of our net assets at the time of such acquisition. However, there is no limitation on our ability to seek to obtain additional funds through the sale of securities or the incurrence of indebtedness that would enable us to effect a business combination with a target company having a fair market value in excess of 80.0% of our net assets at the time of acquisition. We have not entered into any such financing arrangements or had discussions with any third party with respect to any such financing arrangements and cannot assure you that we would be able to obtain such financing arrangements on terms acceptable to us, or at all.

        It is possible that we will have the ability to complete only a single business combination, although this may entail the acquisitions of several assets or closely related operating businesses at the same time. However, should management elect to pursue more than one acquisition of target businesses simultaneously, management could encounter difficulties in consummating all or a portion of such acquisitions due to a lack of adequate resources, including the inability of management to devote sufficient time to the due diligence, negotiation and documentation of each acquisition. Furthermore, even if we complete the acquisition of more than one target business at the same time, there can be no assurance that we will be able to integrate the operations of such target businesses.

        Prior to completion of a business combination, we will seek to have all vendors, prospective target businesses or other entities that we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders. In the event that a vendor, prospective target business or other entity 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.

Competitive Advantages

        We believe that we are well positioned to identify and execute a business combination. Despite our current intention to retain our existing management and our current management's current

52

intention to remain actively involved in our business and operations following a business combination, we cannot make any assurances regarding their future role. Specifically, the members of our current management are not obligated to remain with us subsequent to a business combination, and we cannot assure you that the resignation or retention of our current management will be included as a term or condition in any agreement relating to a business combination. In addition, despite the competitive advantages we believe we enjoy, we remain subject to significant competition with respect to identifying, evaluating and executing a business combination.

Technology Focus

        We intend to concentrate our acquisition process on companies in technology-related industries. We believe that this focus, together with our management's experience in analyzing, investing in and financing such companies, will provide us with a strong competitive advantage. In particular, we have expertise in assessing the value of intellectual property assets, and in evaluating the operating characteristics of target technology-related companies. We believe that our expertise in advising and financing companies in particular industries within the technology sector will enable us to identify acquisition opportunities.

Management Expertise

        We believe that our management's combination of experience and contacts in the technology sector should attract well-positioned prospective acquisition candidates.

        Mr. Majteles, our president, chief executive officer and a director, is the founder of Treehouse Capital, LLC, an investment firm focused on blending value and growth investment disciplines to make active investments in later-stage technology companies. Prior to launching Treehouse Capital, LLC in 2001, Mr. Majteles was a chief executive officer of three different technology companies. Mr. Majteles' career also includes time spent as a merchant banker and as a mergers and acquisitions attorney. Mr. Majteles also serves as a director of Adept Technology, Inc., a leading provider of intelligent vision-guided robotics and global robotics services; Macrovision Corporation, a market leader in content protection, software licensing and installation, and digital rights management (DRM) technologies; Unify Corporation, a provider of business process automation solutions; Vertical Communications, Inc., a leading provider of phone systems and voice applications; and World Heart Corporation, a medical device company providing implantable heart assist-therapy for end-stage congestive heart failure patients. Mr. Majteles is also an affiliate director of Coral Capital Management, a venture capital firm, a lecturer at the Lester Center for Entrepreneurship, Haas School of Business, University of California, Berkeley, and a member of the Board of Trustees of the Head-Royce School, Oakland, California. Mr. Majteles is a member of MGS Partners, LLC, one of our initial stockholders. Mr. Majteles received a Bachelor of Arts degree from Columbia University in 1986 and a law degree from Stanford University in 1989.

        Robert M. Bozeman, our chief financial officer and a director, has been a general partner of Angel Investors, LP, a venture capital firm, since March 1999. The two funds sponsored by Angel Investors, LP, funded such companies as Ask Jeeves, Inc., AvantGo, Inc., Brightmail Incorporated, Google, Inc., PayPal, Inc. and RedEnvelope, Inc. From July 2003 until December 2004, Mr. Bozeman was the chief executive officer of Bricsnet FM America, Inc., a provider of enterprise software systems. From April 1991 until November 1992, Mr. Bozeman was the president of Acer-Altos Americas, Inc., a subsidiary of Acer Co. Ltd, a computer manufacturing company. From March 1986 to October 1988, Mr. Bozeman was the president and chief executive officer of Natural Language Incorporated, a software development company. Mr. Bozeman received an A.S. degree in accounting from the University of Cincinnati in 1967 and a Bachelor of Science degree from Northwestern University in 1974.

53

        For more information regarding our management, please refer to the more detailed disclosure set forth below under "Management."

Experienced Board of Directors

        We also believe that the experience of the members of our board of directors in the financial and technology-related sectors will aid us in locating and evaluating prospective acquisition candidates.

        Austin W. Marxe, our chairman, has over 40 years of investment experience and has been a managing partner of Special Situations since their inception in 1985. Mr. Marxe is also a member of MGS Partners, LLC, one of our initial stockholders. Mr. Marxe received a Bachelor of Arts degree from CUNY in 1963.

        Steven G. Blank has served as a consultant to venture capital firms and technology companies since September 1999 and as a lecturer at University of California, Berkeley, Haas School of Business since February 2002. He co-founded E.piphany Inc., a provider of customer relationship management solutions, and served as its president and vice president of marketing from October 1996 to September 1999. Prior thereto, Mr. Blank was a co-founder of Rocket Science Games, Inc., a game software developer, Ardent Computers, Inc., a graphics supercomputer company, and MIPS Computer Systems, Inc., a computer manufacturer. Mr. Blank has over 25 years of experience in technology companies and general management as a founder and executive. Mr. Blank serves on the board of directors of Immersion Corporation, a tactile feedback technology company, and Macrovision Corporation, a provider of digital product value management products.

        David M. Greenhouse has over 15 years of investment experience and has been a managing partner of Special Situations since 1991. Mr. Greenhouse is also a member of MGS Partners, LLC, one of our initial stockholders. Mr. Greenhouse received a Bachelor of Science degree from the University of Virginia and a Masters of Business Administration degree from the University of Pennsylvania.

        Jon R. Norberg has been a founding partner of Contego Capital Partners, LLC, a private investment firm developing and managing funds of hedge funds, since September 2002. From February 2000 until July 2002, Mr. Norberg was a partner of Winton Partners, LLC, a private investment firm. Prior to joining Winton Partners, LLC, Mr. Norberg was a vice president and the general counsel of Blue Rock Advisors, Inc., a fund of hedge funds organization. Mr. Norberg received a Bachelor of Arts and Bachelor of Science degrees from Moorhead State University in 1983, a law degree from the University of Minnesota in 1986 and a Masters in Business Administration from Cornell University in 1988.

        David J. Robbins has been the president, chief executive officer and director of BigFix, Inc., a provider of software solutions for enterprise management, since October 2003. From June 2003 until September 2003, Mr. Robbins was the chief operating officer of BigFix. From December 2001 to January 2003, Mr. Robbins served as the chief executive officer of Quippe Technologies, Inc., a provider of procurement services for the equipment manufacturing industry. From November 2000 to May 2001, Mr. Robbins was the chief executive officer of Lucidity, Inc. a provider of a software development tools. From November 1999 to November 2000, Mr. Robbins served as chief operating officer of Cephren, Inc. (currently known as Citadon, Inc.).

Access to Special Advisors

        In addition to our board of directors, we will also have access to Adam C. Stettner as a special advisor who has demonstrated experience in the financial and technology-related sectors.

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Mr. Stettner has no formal rights or duties, is not considered a consultant or member of our management and therefore owes no fiduciary duties to us or our stockholders. We expect him to act as an informal advisory panel for us. We expect to look to him primarily for assistance with locating and evaluating prospective target businesses. Along with Messrs. Marxe, Greenhouse and Majteles, Mr. Stettner is a member of MGS Partners, LLC, one of our initial stockholders. Mr. Stettner has been a general partner of the Special Situations Technology Funds since their predecessor was founded in early 1997. We may identify additional special advisors in the future if we determine that such additional special advisors are necessary or appropriate.

Established Deal Sourcing Network

        Through our management, directors and special advisors, we believe that we have extensive contacts and sources from which to generate acquisition opportunities. These contacts and sources include private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants.

Effecting a Business Combination

General

        We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to use cash derived from the proceeds of this offering and the private placement, our capital stock, debt or a combination of these to identify and effect a business combination involving one or more operating businesses in the technology-related sector. Although substantially all of the net proceeds of this offering and the private placement are intended to be generally applied toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, one or more operating businesses which do not need substantial additional capital but which desire to establish a public trading market for their shares, while avoiding what they may deem to be adverse consequences of undertaking a public offering itself. We believe these include certain time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, a business combination may involve one or more companies which may be financially unstable or in the early stages of development or growth.

We Have Not Selected or Approached Any Target Businesses

        We do not have any specific business combination under consideration and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination. Subject to the requirement that our initial business combination must be with one or more operating businesses in the technology-related sector that, collectively, have a fair market value of at least 80.0% of our net assets at the time of the acquisition, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting prospective acquisition candidates. In addition, there is no limitation on our ability to seek to obtain additional funds through the sale of securities or the incurrence of indebtedness that would enable us to effect a business combination with a target company having a fair market value in excess of 80.0% of our net assets at the time of acquisition. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target businesses with which we may ultimately complete a business combination.

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Sources of Target Businesses

        We anticipate that acquisition candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors and their affiliates intend to solicit such proposals, and may also bring to our attention acquisition candidates. In addition, we anticipate that the positions held and contacts maintained by the members of our management, our directors and special advisors within the financial community will generate other unsolicited proposals. We have not received and do not anticipate receiving any unsolicited proposals with respect to business combinations with prospective target businesses until we have completed this offering. In addition, we will not evaluate any unsolicited proposals that we may receive with respect to any business combinations with prospective target businesses until we have completed this offering. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder's fee or other compensation. In no event, however, will we or any other person or entity pay any of our existing officers, directors, stockholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination other than the repayment of loans made by Mr. Majteles and MGS Partners, LLC, monthly fees paid to the Law Offices of Tyler R. Meade for general and administrative services.

Selection of Target Businesses and Structuring of a Business Combination

        We expect that our management will diligently review all of the proposals we receive, if any, with respect to prospective target businesses. In evaluating prospective target businesses, our management expects to consider, among other factors, the following:

•

financial condition and results of operation;



•

growth potential;



•

experience and skill of management and availability of additional personnel;



•

capital requirements;



•

competitive position;



•

barriers to entry into the targeted businesses' industries;



•

stage of development of the products, processes or services;



•

degree of current or potential market acceptance of the products, processes or services;



•

proprietary features and degree of intellectual property or other protection of the products, processes or services;



•

regulatory environment of the industry; and



•

costs associated with effecting the business combination.

        These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination with one or more operating businesses will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating prospective target businesses, we intend to conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available to us.

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        We will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target businesses and their stockholders, as well as our own stockholders. We cannot assure you, however, that the Internal Revenue Service or appropriate state tax authority will agree with our tax treatment of the business combination.

        The time and costs required to select and evaluate target businesses and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of prospective target businesses with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination. While we may pay fees or compensation to third parties for their efforts in introducing us to a potential target business, in no event, however, will we pay any of our existing officers, directors or stockholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination. In addition, none of our officers, directors, special advisors or initial stockholders will receive any finder's fee, consulting fees or any similar fees from any other person or entity in connection with any business combination involving us other than any compensation or fees that may be received for any services provided following such business combination other than the repayment of loans made by Mr. Majteles and MGS Partners, LLC and monthly fees paid to the Law Offices of Tyler R. Meade for general and administrative services.

Fair Market Value of Target Businesses

        The initial target businesses that we acquire must have a fair market value equal to at least 80.0% of our net assets at the time of such acquisition. The fair market value of such businesses will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. We will not consummate any initial business combination with any company that is affiliated with any of our directors of officers unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view. We expect that any such opinion will be included in our proxy soliciting materials furnished to our stockholders in connection with a business combination, and that such independent investment banking firm will be a consenting expert.

Possible Lack of Business Diversification

        While we may seek to effect a business combination with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value, collectively, is at least equal to 80.0% of our net assets at the time of such acquisition. We may not be able to acquire more than one target business because of various factors, including possible complex accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which would include attempting to coordinate the timing of negotiations, proxy statement disclosure and closing with multiple target businesses. In addition, we would be exposed to the risk that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied, bringing the fair market value of the business combination below the required threshold of 80.0% of the balance in the trust account (less the deferred underwriting discounts and commissions). As a result, we are likely to complete a business combination with only a single operating business, which may have only a limited number of products or services or no products or services at all. The resulting lack of diversification may:

•

result in our dependency upon the performance of a single or small number of operating businesses;

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•

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services; and



•

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 a business combination.

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

        Conversely, we may acquire more than one business, in which case we may be forced to negotiate with more than one acquisition candidate at the same time. We may not have sufficient management, financial and other resources to effectively investigate the business and affairs of multiple acquisition candidates simultaneously or to negotiate the terms of multiple acquisition agreements at the same time which could result in a failure to properly evaluate multiple acquisitions.

Limited Ability to Evaluate the Target Business' Management

        Although we intend to closely scrutinize the management of prospective target businesses when evaluating the desirability of effecting a business combination, 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 our officers and directors, if any, in the target businesses cannot presently be stated with any certainty. While it is possible that one or more of our officers and directors will remain associated with us in some capacity 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 our officers and directors will have significant experience or knowledge relating to the operations of the particular target businesses acquired.

        Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target businesses. 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 Stockholders to Approve a Business Combination

        We will seek stockholder approval before we effect our initial business combination, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among other matters, will include a description of the operations of the target business and certain required financial information regarding the business.

        In connection with the vote sought for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering and the private placement in accordance with the majority of the shares of common stock voted by the public stockholders. In addition, they have agreed to vote the shares acquired in the private placement and in connection with or

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following this offering in favor of the business combination. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20.0% of the shares sold in this offering elect to exercise their conversion rights. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust account. Such public stockholder must have also exercised its conversion rights described below.

Conversion Rights

        At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder's shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. The actual per-share conversion price will be equal to the amount in the trust account, including all interest (net of taxes payable, if any) earned on funds in the trust account, excluding up to $680,000 of interest that may be released to us to fund our working capital requirements, as of two business days prior to the proposed consummation of the business combination, divided by the number of shares of common stock sold in this offering. Without taking into account interest earned on the funds in the trust account, the initial per-share conversion price would be approximately $5.80, or approximately $0.20 less than the per-unit offering price of $6.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units. We will not complete any business combination if public stockholders, owning 20.0% or more of the shares sold in this offering, both vote against a business combination and, subsequently, elect to exercise their conversion rights. Holders of common stock issued as part of the units in the private placement will not have any conversion rights with respect to those shares of common stock. Because the initial per share conversion price is approximately $5.80 per share, which is lower than the $6.00 per unit price paid in this offering and, which may be lower than the market price of the common stock on the date of the conversion, there may be a disincentive on the part of public stockholders to exercise their conversion rights.

Dissolution and Liquidation if No Business Combination

        Pursuant to the terms of the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company and applicable provisions of the Delaware General Corporate Law, we have agreed to promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation and the distribution only to our public stockholders, as part of our plan of dissolution and liquidation, of our assets, including the funds held in the trust account, if we do not effect a business combination within 18 months after consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination contemplated by such letter of intent or definitive agreement has not yet been consummated within such 18-month period). Pursuant to the terms of our amended and restated certificate of incorporation, our powers following the expiration of the permitted time periods for consummating a business combination will

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automatically thereafter be limited to acts and activities relating to dissolving, liquidating and winding up our affairs. In addition, our directors have agreed to adopt a resolution pursuant to Section 275(a) of the Delaware General Corporation Law finding our dissolution advisable at such time. Consistent with such obligations and pursuant to Delaware law, we will seek stockholder approval for any such plan of dissolution and liquidation. We currently believe that any plan of dissolution and liquidation subsequent to the expiration of the 18 and 24 month deadlines would proceed in approximately the following manner (subject to our agreement to take earlier action as described below):

•

our board of directors will, consistent with its obligations described in our amended and restated certificate of incorporation to dissolve, prior to the passing of such deadline, convene and adopt a specific plan of dissolution and liquidation, which it will then vote to recommend to our stockholders; at such time it will also cause to be prepared a preliminary proxy statement setting out such plan of dissolution and liquidation as well as the board's recommendation of such plan;



•

upon such deadline (or earlier as described below), we would file our preliminary proxy statement with the SEC;



•

if the SEC does not review the preliminary proxy statement, then, 10 days following the filing date, we will file a definitive proxy statement with the SEC and will mail the definitive proxy statements to our stockholders, and 30 days following the mailing, we will convene a meeting

of our stockholders, at which they will either approve or reject our plan of dissolution and liquidation; and

•

if the SEC does review the preliminary proxy statement, we currently estimate that we will receive their comments 30 days following the filing of the preliminary proxy statement. We will mail the definitive proxy statements to our stockholders following the conclusion of the comment and review process (the length of which we cannot predict with any certainty, and which may be substantial) and we will convene a meeting of our stockholders at which they will either approve or reject our plan of dissolution and liquidation.

        In addition, if we seek approval from our stockholders to consummate a business combination within 90 days of the expiration of 24 months after the consummation of this offering (assuming that the period in which we need to consummate a business combination has been extended, as provided in our amended and restated certificate of incorporation), the proxy statement related to such business combination will also seek stockholder approval for our board's recommended plan of dissolution and liquidation, in the event our stockholders do not approve such business combination. If no proxy statement seeking the approval of our stockholders for a business combination has been filed 30 days prior to the date that is 24 months after the consummation of this offering, our board will, prior to such date, convene, adopt and recommend to our stockholders a plan of dissolution and liquidation, and on such date file a proxy statement with the SEC seeking stockholder approval for such plan.

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        In the event we seek stockholder approval for a plan of dissolution and liquidation and do not obtain such approval, we will nonetheless continue to pursue stockholder approval for our dissolution. Pursuant to the terms of our amended and restated certificate of incorporation, our powers following the expiration of the permitted time periods for consummating a business combination will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation. The funds held in our trust account may not be distributed except upon our dissolution and, unless and until such approval is obtained from our stockholders, the funds held in our trust account will not be released. Consequently, holders of a majority of our outstanding stock must approve our dissolution in order to receive the funds held in our trust account and the funds will not be available for any other corporate purpose. Our initial stockholders, including all of our officers and directors, have agreed to vote all of the shares of common stock held by them in favor of the dissolution. We cannot assure you that our stockholders will approve our dissolution in a timely manner or will ever approve our dissolution. As a result, we cannot provide investors with assurances of a specific time frame for our dissolution, liquidation and distribution. Please see the section entitled "Risk Factors—Under Delaware law, our dissolution requires the approval of the holders of a majority of our outstanding stock, without which we will not be able to dissolve, liquidate and distribute our assets to our public stockholders."

        Immediately upon the approval by our stockholders of our plan of dissolution and liquidation, we will liquidate our assets, including the trust account, and after we pay, or reserve for payment, our liabilities and obligations, distribute those assets solely to our public stockholders. Our initial stockholders, including all of our officers and directors, have agreed to waive their respective rights to participate in any liquidating distributions as part of our plan of dissolution and liquidation occurring upon our failure to consummate a business combination with respect to shares of common stock owned by them prior to this offering (including any shares they or their designees have acquired in the private placement). There will be no liquidation amounts in connection with a dissolution with respect to our warrants, which will expire worthless.

        We estimate that our total costs and expenses for implementing and completing our stockholder-approved plan of dissolution and liquidation will be between $50,000 and $75,000. This amount includes all costs and expenses relating to filing our dissolution in the State of Delaware, the winding up of our company and the costs of a proxy statement and meeting relating to the approval by our stockholders of our plan of dissolution and liquidation. We believe that there should be sufficient funds available either outside of the trust account or made available to us for the implementation and completion of our plan of dissolution and liquidation as well as funds for payments to creditors, if any, out of the interest earned on the funds in the trust account (net of taxes payable, if any) and released to us to fund our working capital requirements, to fund the $50,000 to $75,000 in costs and expenses, although we cannot give you assurances that there will be sufficient funds for such purposes or that such costs and expenses will not be more than expected.

        If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into account interest earned on the trust account, the initial per-share liquidation price would be approximately $5.80, or approximately $0.20 less than the per-unit offering price of $6.00. The proceeds deposited in the trust account could, however, become subject to the claims of our vendors, potential target companies or other entities which could be prior to the claims of our public stockholders. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or

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other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interests of our stockholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver.

        Mr. Majteles and MGS Partners, LLC have entered into agreements with us pursuant to which they have agreed that, in the event we are required to liquidate prior to the consummation of a business combination, Mr. Majteles and MGS Partners, LLC will be personally liable to pay any debts and obligations, including legal expenses, we actually incur as a result of claims by vendors for services rendered or products sold to us, or claims by any target businesses with which we have entered into a letter of intent, confidentiality agreement or other written agreement, in each case to the extent the payment of such debts and obligations actually reduces the amount of funds in the trust account. Based on information we have obtained from such individuals, we currently believe that such persons are capable of funding a shortfall in our trust account even though we have not asked them to reserve for such an eventuality. We cannot assure you, however, that they would be able to satisfy those obligations. We believe the likelihood of our executive officers having to indemnify the trust account is minimal. However, we cannot assure you that the actual per-share liquidation price will not be less than $5.80, plus interest (net of taxes payable, if any, and up to $680,000 that may be released to us to fund our working capital requirements), if any, due to claims of creditors or other entities. The Company intends to use a portion of the net proceeds of this offering (approximately $75,000) to pay insurance premiums for insurance against certain of these liabilities.

        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 we complied with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that we make reasonable provision for all claims against us, including a 60-day notice period during which any third-party claims can be brought against us, a 90-day period during which we may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of a stockholder 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. Although we will seek stockholder approval to liquidate the trust account to our public stockholders as part of our plan of dissolution and liquidation, we intend to make liquidating distributions to our public stockholders as soon as reasonably possible after dissolution and, therefore, we do not intend to comply with those procedures. As such, our public stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any liability of our public stockholders may extend beyond the third anniversary of such dissolution. Because we will not be complying with Section 280, we will seek stockholder approval to comply with Section 281(b) of the Delaware General Corporation Law, requiring us to adopt a plan of dissolution that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. 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 only likely claims to arise would be from our vendors (such as accountants, lawyers, investment bankers, etc.)

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or potential target businesses. As described above, we intend to have all vendors and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result, we believe the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust is reduced.

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

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

Certificate of Incorporation

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

•

we establish and maintain an Audit Committee composed entirely of independent directors;



•

upon consummation of this offering, the net offering proceeds and a portion of the proceeds from the private placement shall be placed into the trust account, which proceeds may not be disbursed from the trust account except in connection with a business combination, including the payment of the deferred underwriting discounts or commissions, or thereafter, upon our liquidation, or as otherwise permitted in our amended and restated certificate of incorporation;



•

prior to consummating of a business combination, we must submit such business combination to our stockholders for approval;



•

we may consummate the business combination if approved by a majority of our stockholders and public stockholders owning less than 20.0% of the shares sold in this offering exercise their conversion rights;



•

if a business combination is approved and consummated, public stockholders who voted against the business combination and who exercise their conversion rights may receive their pro rata share of the trust account;



•

if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation of our assets, including funds in the trust account, and we will not be able to engage in any other business activities;



•

we may not consummate any other merger, acquisition, asset purchase or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that the business combination be with one or more operating businesses whose fair market value, collectively, is at least equal to 80.0% the balance in the

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trust account (less the deferred underwriting discounts and commissions) at the time of such business combination; and

•

the Audit Committee shall monitor compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, the Audit Committee is charged with the responsibility to take immediately all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering.

        Our amended and restated certificate of incorporation may not be amended until we complete a business combination. However, provisions prohibiting amendment of a company's certificate of incorporation may be deemed invalid under Delaware law. If a court concluded that the unanimous prohibition on amending certain provisions of our charter was invalid, the above-described provisions would be amendable and any such amendment could reduce or eliminate the protection afforded to our stockholders. However, we view the foregoing provisions as obligations to our stockholders, and we will not take any action to waive or amend any of these provisions.

Applicability of Provisions of California Corporate Law

        Although we are incorporated in Delaware, we may be subject to Section 2115(b) of the California Corporations Code, which imposes various requirements of California corporate law on non-California corporations if they have characteristics of ownership and operations indicating significant contacts with California. Public companies listed or qualified for trading on a recognized national securities exchange, such as the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market, are generally exempt from Section 2115(b). However, because our securities are not listed or qualified for trading on such an exchange, we may be subject to Section 2115(b). Among the key provisions of California corporate law that may apply to us is the right of our stockholders to cumulate votes in the election of directors, limitations on the effectiveness of super-majority voting provisions contained in a corporation's charter documents, and limitations on the ability to have a classified board of directors. If cumulative voting applies, a stockholder will be entitled to as many votes as equals the number of shares of common stock held by such stockholder multiplied by the number of directors to be elected, and the stockholder will be permitted to cast all of such votes for a single nominee or to distribute these votes among two or more nominees.

        In May 2005, the Delaware Supreme Court in Vantage Point Venture Partners 1996 v. Examen, Inc. held that Section 2115(b) violates the internal affairs doctrine and thus does not apply to Delaware corporations. If followed by California courts, this ruling would mean that the cumulative voting requirements and other sections of the California Corporations Code imposed by Section 2115(b) do not apply to us.

Competition

        In identifying, evaluating and selecting target businesses, we may encounter intense competition from other entities having a business objective similar to ours including other "blank check" companies, venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are more well established and have more extensive experience identifying and effecting business combinations directly or through affiliates than we do. Many of these competitors possess greater technical, human and other resources than we do. While we believe there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target

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businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of target businesses. Further:

•

our obligation to seek stockholder approval of a business combination may delay the completion of a transaction;



•

our obligation to convert into cash shares of common stock held by our stockholders in certain instances may reduce the resources available to us to effect a business combination; and



•

our outstanding warrants and the purchase option granted to Merriman Curhan Ford & Co., and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

        Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business on favorable terms.

        Based upon publicly available information, as of June 12, 2006, approximately 63 similarly structured blank check companies have completed initial public offerings since August 2003 and numerous others have filed registration statements. Of these companies, we are aware of only seven companies that have consummated a business combination. Twenty-one other companies have announced that they have entered into a definitive agreement for a business combination, but have not consummated such business combination. There are approximately 56 blank check companies with approximately $3.57 billion in trust accounts that are seeking to carry out a business plan similar to ours and have stated either that they will be seeking to complete a business combination in the technology-related sector or have not specified an industry. While some of those companies must complete a business combination in specific industries, a number of them may consummate a business combination in any industry they choose. We believe that there are approximately 22 blank check companies that have identified the technology-related sector as the industries in which they are seeking to complete a business combination, and another 16 companies that have declared that they intend to target a broader range of companies to effect a business combination, which may include companies in the technology industries. We may therefore be subject to competition from these and other companies seeking to consummate a business plan similar to ours which will, as a result, increase demand for privately-held companies to combine with companies structured similarly to ours. Further, the fact that we are aware of only seven of such companies that have completed a business combination and 14 of such companies that have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive target businesses available to such entities or that many privately-held target businesses may not be inclined to enter into business combinations with publicly-held blank check companies.

        If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target businesses. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including competitors with increasingly greater financial, marketing, technical, human and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively, especially to the extent that the target businesses are in high-growth industries.

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Facilities

        We do not own any real estate or other physical properties material to our operations. Our headquarters are located at 1816 Fifth Street, Berkeley, California 94710. This space is provided to us at no charge by Treehouse Capital, LLC, which is wholly owned by Mr. Majteles. We consider our current office space adequate for our current operations.

Employees

        Messrs. Majteles and Bozeman are currently our only executive officers. No member of our management team is obligated to devote any specific number of hours to our matters and each intends to devote only as much time as he deems necessary to our affairs. We do not intend to have any full time employees prior to the consummation of a business combination.

Periodic Reporting and Audited Financial Statements

        We will register our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and have reporting obligations thereunder, including the requirement that we file annual and quarterly reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, as amended, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.

        We will not acquire a target business if audited financial statements based on United States generally accepted accounting principles cannot be obtained for the target business. Additionally, our management will provide stockholders with audited financial statements, prepared in accordance with generally accepted accounting principles, of the prospective businesses as part of the proxy solicitation materials sent to stockholders to assist them in assessing a business combination. Our management believes that the requirement of having available audited financial statements for the target businesses will not materially limit the pool of potential target businesses available for acquisition.

Legal Proceedings

        There is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.

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Comparison to Offerings of Blank Check Companies

        The following table compares and contrasts the terms of this offering and the terms of an offering by blank check companies under Rule 419 promulgated by the SEC under the Securities Act, assuming that the gross proceeds, underwriting discounts and underwriting expenses for a Rule 419 offering are the same as this offering and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to this offering.

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MANAGEMENT

Executive Officers and Directors

        Our executive officers and directors as of May 31, 2006 are as follows:

^*

Member of the Audit Committee

†

Member of the Investment Committee

        Austin W. Marxe, our chairman, has over 40 years of investment experience and has been a managing partner of Special Situations, a family of primarily private investment funds with approximately $1.0 billion under management focused on small and under-followed public companies with market capitalizations between $25 million and $200 million, since their inception in 1985. Mr. Marxe is also a member of MGS Partners, LLC, one of our initial stockholders. Mr. Marxe received a Bachelor of Arts degree from CUNY in 1963.

        Robert J. Majteles, our president, chief executive officer and a director, is the founder of Treehouse Capital, LLC, an investment firm focused on blending value and growth investment disciplines to make active investments in later-stage technology companies. Prior to launching Treehouse Capital, LLC in 2001, Mr. Majteles was a chief executive officer of three different technology companies. Mr. Majteles' career also includes time spent as a merchant banker and as a mergers and acquisitions attorney. Mr. Majteles also serves as a director of Adept Technology, Inc., a leading provider of intelligent vision-guided robotics and global robotics services; Macrovision Corporation, a market leader in content protection, software licensing and installation, and digital rights management (DRM) technologies; Unify Corporation, a provider of business process automation solutions; Vertical Communications, Inc., a leading provider of phone systems and voice applications; and World Heart Corporation, a medical device company providing implantable heart assist-therapy for end-stage congestive heart failure patients. Mr. Majteles is also an affiliate director of Coral Capital Management, a venture capital firm, a lecturer at the Lester Center for Entrepreneurship, Haas School of Business, University of California, Berkeley, and a member of the Board of Trustees of the Head-Royce School, Oakland, California. Mr. Majteles is a member of MGS Partners, LLC, one of our initial stockholders. Mr. Majteles received a Bachelor of Arts degree from Columbia University in 1986 and a law degree from Stanford University in 1989.

        Robert M. Bozeman, our chief financial officer and a director, has been a general partner of Angel Investors, LP, a venture capital firm, since March 1999. The two funds sponsored by Angel Investors, LP, funded such companies as Google, Inc., Ask Jeeves, Inc., AvantGo, Inc., Brightmail Incorporated, PayPal, Inc. and RedEnvelope, Inc. From July 2003 until December 2004, Mr. Bozeman was the chief executive officer of Bricsnet FM America, Inc., a provider of enterprise software systems. From April 1991 until November 1992, Mr. Bozeman was the president of Acer-Altos Americas, Inc., a subsidiary of Acer Co. Ltd, a computer manufacturing company. From

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March 1986 to October 1988, Mr. Bozeman was the president and chief executive officer of Natural Language Incorporated, a software development company. Mr. Bozeman received an A.S. degree in accounting from the University of Cincinnati in 1967 and a Bachelor of Science degree from Northwestern University in 1974.

        Steven G. Blank is one of our directors. In addition, Mr. Blank has served as a consultant to venture capital firms and technology companies since September 1999 and as a lecturer at University of California, Berkeley, Haas School of Business since February 2002. He co-founded E.piphany Inc., a provider of customer relationship management solutions, and served as its president and vice president of marketing from October 1996 to September 1999. Prior thereto, Mr. Blank was a co-founder of Rocket Science Games, Inc., a game software developer, Ardent Computers, Inc., a graphics supercomputer company, and MIPS Computer Systems, Inc., a computer manufacturer. Mr. Blank has over 25 years of experience in technology companies and general management as a founder and executive. Mr. Blank serves on the board of directors of Macrovision Corporation, a provider of digital product value management products.

        David M. Greenhouse has over 15 years of investment experience and has been a managing partner of Special Situations since 1991. Mr. Greenhouse is also a member of MGS Partners, LLC, one of our initial stockholders. Mr. Greenhouse received a Bachelor of Science degree from the University of Virginia and a Masters of Business Administration degree from the University of Pennsylvania.

        Jon R. Norberg is one of our directors. In addition, Mr. Norberg has been a founding partner of Contego Capital Partners, LLC, a private investment firm developing and managing funds of hedge funds, since September 2002. From February 2000 until July 2002, Mr. Norberg was a partner of Winton Partners, LLC, a private investment firm. Prior to joining Winton Partners, LLC, Mr. Norberg was a vice president and the general counsel of Blue Rock Advisors, Inc., a fund of hedge funds organization. Mr. Norberg received a Bachelor of Arts and Bachelor of Science degree from Moorhead State University in 1983, a law degree from the University of Minnesota in 1986 and a Masters in Business Administration from Cornell University in 1988.

        David J. Robbins is one of our directors. In addition, Mr. Robbins has been the president, chief executive officer and director of BigFix, Inc., a provider of software solutions for enterprise management, since October 2003. From June 2003 until September 2003, Mr. Robbins was the chief operating officer of BigFix. From December 2001 to January 2003, Mr. Robbins served as the chief executive officer of Quippe Technologies, Inc., a provider of procurement services for the equipment manufacturing industry. From November 2000 to May 2001, Mr. Robbins was the chief executive officer of Lucidity, Inc. a provider of a software development tools. From November 1999 to November 2000, Mr. Robbins served as chief operating officer of Cephren, Inc. (currently known as Citadon, Inc.).

Number and Terms of Directors

        Our board of directors has seven directors and is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Marxe, Blank and Greenhouse, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Bozeman and Norberg, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Messrs. Majteles and Robbins, will expire at the third annual meeting. Each of our current directors, other than Messrs. Marxe and Greenhouse, has served on our board since our inception in June 2005. Mr. Marxe has been a director since September 2005 and Mr. Greenhouse has been a director since June 2006. However, if we are

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subject to Section 2115(b) of the California Corporations Code, all directors will be selected at each annual meeting of stockholders to hold office until the next annual meeting.

        These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition. None of these individuals currently is or has been a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan. However, we believe that the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to successfully identify and effect a business combination, although we cannot assure you that they will, in fact, be able to do so.

Committees of the Board of Directors

Audit Committee

        Our board of directors has established an Audit Committee, which reports to the board of directors. Messrs. Blank, Norberg and Robbins serve as members of our Audit Committee. The Audit Committee is responsible for meeting with our independent accountants regarding, among other issues, audits and adequacy of our accounting and control systems.

        In addition, the Audit Committee will monitor compliance on a quarterly basis with the terms described above and the other terms relating to this offering and review and approve any affiliated transaction involving our company, including the private placement. If any noncompliance is identified, then the Audit Committee is charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering and the private placement. The Audit Committee is required to be composed entirely of independent directors. For more information, see "Proposed Business—Amended and Restated Certificate of Incorporation."

Investment Committee

        Our board of directors has established an Investment Committee, which reports to the board of directors. Messrs. Marxe, Majteles, Greenhouse and Bozeman serve as members of our Investment Committee. The Investment Committee is responsible for, among other things, working to qualify potential acquisition targets.

Executive Officer and Director Compensation

        No executive officer, director or initial stockholder, nor any affiliate thereof, has received any cash compensation for services rendered. No compensation of any kind, including finder's and consulting fees, will be paid by us or any other person or entity to any of our initial stockholders, including our officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination (other than the repayment of loans made by Mr. Majteles and MGS Partners, LLC and monthly fees paid to the law offices of Tyler R. Meade for general and administrative services. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit Committee, each of which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged, provided that no proceeds held in the trust account will be used to reimburse out-of-pocket expenses prior to a business combination. If all of our directors are not deemed "independent," we will not have the benefit of independent directors examining the

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propriety of expenses incurred on our behalf and subject to reimbursement, or monitoring our compliance with the terms of this offering. In addition, since the role of our current management and directors subsequent to a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to our current management and directors prior to or after a business combination by any target businesses.

Special Advisors

        We also may consult from time to time with one or more special advisors with respect to evaluating potential target businesses and other matters relating to our operations. We have identified Mr. Stettner as a special advisor on the basis of his experience in the financial and technology-related sectors. Our special advisor has no formal rights or duties, is not considered a consultant or member of our management and therefore owes no fiduciary duties to us or our stockholders. We expect to look to Mr. Stettner primarily for assistance with locating and evaluating prospective target businesses. We may identify additional special advisors in the future if we determine that such additional special advisors are necessary or appropriate.

        Mr. Stettner has been a general partner of the Special Situations Technology Funds since their predecessor was founded in early 1997. Along with Messrs. Marxe, Majteles and Greenhouse, Mr. Stettner is a member of MGS Partners, LLC, one of our initial stockholders.

Code of Ethics

        We have adopted a code of ethics that applies to our directors, officers and employees.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Conflicts of Interest

        Investors should be aware of the following potential conflicts of interest:

•

none of our officers and directors are required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities;



•

in the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Specifically, Robert J. Majteles also serves as the managing member of Treehouse Capital, LLC, a private investment firm that works exclusively with later-stage technology companies. Mr. Majteles and several of our other directors also serve as directors or executive officers of technology-related businesses. In addition, Messrs. Marxe, Blank, Bozeman and Greenhouse are affiliated with companies which may compete with us for investment opportunities. Mr. Majteles, as well as our other officers and directors, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a more complete description of our management's other affiliations, see the previous section entitled "Management;"



•

our management, directors and initial stockholders are investors in, or affiliated with entities that invest in, technology companies. Since our objective is effecting a business combination with one or more operating businesses in the technology-related sector, we may decide to acquire one or more of the portfolio companies in which these entities or related parties are investors in connection with the business combination, subject to any limitations imposed on such a business combination by the Investment Company Act of 1940, as amended. However, to minimize any related potential conflicts of interest, we have agreed not to acquire any company in which any Special Situations Fund is an investor and not to consummate any business combination with an otherwise affiliated target company unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view;



•

our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us;



•

pursuant to the terms of a letter agreement, we have agreed to pay a monthly fee of $7,500 to the Law Offices of Tyler R. Meade, an affiliate of Mr. Meade, our secretary, for general and administrative services, including but not limited to receptionist, secretarial and general office services. This agreement commences upon the consummation of this offering and shall continue until the earlier of the consummation of a business combination or our dissolution and liquidation to our public stockholders of our trust account as part of our stockholder-approved plan of dissolution and liquidation;



•

the personal and financial interests of our directors and officers may influence their motivation in identifying and selecting target businesses and completing a business combination in a timely manner, including their equity interests in the Company, which will be subject to lock-up agreements restricting their sale until three years from the date of this prospectus (subject to certain exemptions), any reimbursements for expenses to the extent insufficient proceeds remain outside of the trust account for such reimbursement, and any interests in employment with potential target businesses;

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•

since 2002, Special Situations have been parties to an agreement with Mr. Majteles and Treehouse Capital, LLC pursuant to which Treehouse Capital, LLC, through Mr. Majteles, provides certain management and financial advisory services for the funds on request. If

Mr. Majteles' services are requested by the funds with respect to a particular portfolio investment, Treehouse Capital, LLC is entitled to 10.0% of the funds' net gain or net loss (each as defined in such agreement) on the investment during the term of the agreement, offset by certain fees that may be paid by the portfolio company to Treehouse Capital, LLC or Mr. Majteles directly. Under the agreement, Mr. Majteles is required to act independently of the funds in discharging his fiduciary duties to stockholders of any company for which he serves as a member of the board of directors and is obligated not to disclose to the funds or use for his own benefit any confidential information he obtains in connection with his service for a particular portfolio company. Pursuant to this agreement, Mr. Majteles serves on the board of directors of Adept Technology, Inc., a manufacturer of robotic systems, motion control and machine vision technology, Unify Corporation, a provider of business process automation solutions, Vertical Communications, Inc., a provider of phone systems and voice applications, and World Heart Corporation, a medical device company providing implantable heart assist-therapy for end-stage congestive heart failure patients. This agreement will not apply to any investment made by Special Situations or MGS Partners, LLC in us; and

•

along with Messrs. Marxe, Greenhouse and Stettner, Mr. Majteles is a member of MGS Partners, LLC. Pursuant to the terms of the operating agreement of MGS Partners, LLC, Mr. Majteles is entitled to a 33.3% profits interest in any units purchased by MGS Partners, LLC in the private placement. However, Mr. Majteles has no interest in any shares of common stock purchased by MGS Partners, LLC prior to this offering (including any units purchased in the private placement) or any units purchased by MGS Partners, LLC in connection with or following this offering.

        In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•

the corporation could financially undertake the opportunity;



•

the opportunity is within the corporation's line of business; and



•

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

        Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to other entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

        In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has agreed in principle, until the earlier of a business combination, our dissolution and liquidation to our public stockholders of our trust account as part of our plan of dissolution and liquidation or such time as the officer or director ceases to be an officer or director, to present to us for our consideration, prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law, subject to any fiduciary obligation arising from a relationship established prior to the establishment of a fiduciary relationship with us. We also have adopted a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits these persons from engaging in conflict transactions without our consent. We have established an Audit Committee that, among other things, oversees compliance with our code of

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ethics. In addition, prior to consummating a business combination with a related portfolio company, we have agreed to obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view.

        The initial stockholders, including all of our officers and directors, have agreed to waive their respective rights to participate in any liquidating distributions in the event we fail to consummate a business combination, but only with respect to those shares of common stock acquired by them before this offering and those acquired in connection with the private placement. They will participate in any liquidating distribution with respect to any other shares of common stock acquired in connection with or following this offering. However, our initial stockholders, including all of our directors and executive officers, have agreed to vote all of their shares of common stock in favor of any dissolution and liquidation in the event we fail to consummate a business combination. In connection with any vote required for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote all of their shares of common stock owned by them immediately before this offering and the private placement, in accordance with the majority of the shares of common stock voted by the public stockholders. In addition, they have agreed to vote the shares acquired in the private placement and in connection with or following this offering in favor of the business combination. In the event we fail to consummate a business combination, our initial stockholders, including all of our directors and executive officers, have agreed to vote all of their shares of common stock in favor of any dissolution and liquidation.

Prior Share Issuances

        In June 2005, we issued 1,500,000 shares of our common stock to the persons and entity set forth below for $25,000 in cash, at a purchase price of approximately $0.0167 per share, as follows:

        Pursuant to an agreement to be signed prior to or on the date of this prospectus, the holders of the majority of these shares will be entitled to make up to two demands that we register these shares under the Securities Act subject to certain limitations. The holders of the majority of these shares can elect to exercise these registration rights at any time subsequent to the date which is three years from the date of this prospectus, pursuant to the terms of their respective lock-up agreements. In addition, these stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

        Mr. Majteles and MGS Partners, LLC have advanced to us through loans a total of $400,000, which was used to pay a portion of the expenses of this offering. The loans will be payable with annual interest of 4.0% on the earlier of June 26, 2007 or the completion of this offering. The loans will be repaid out of the net proceeds of this offering not being placed in the trust account.

        We will reimburse our officers, directors and initial stockholders for any out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the

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amount of accountable out-of-pocket expenses reimbursable by us, which will be reviewed only by our board of directors and the Audit Committee or a court of competent jurisdiction if such reimbursement is challenged, provided that no proceeds held in the trust account will be used to reimburse out-of-pocket expenses prior to a business combination.

        Other than the reimbursable out-of-pocket expenses payable to our officers, directors and initial stockholders, no compensation of any kind, including finder's and consulting fees, will be paid by us or any other person or entity to any of our initial stockholders, including our officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination (other than the repayment of loans made by Mr. Majteles and MGS Partners, LLC and monthly fees paid to the Law Offices of Tyler R. Meade for general and administrative services as discussed above.

        All ongoing and future transactions between us and any of our officers, directors and initial stockholders or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties and such transactions or loans, including any forgiveness of loans, will require prior approval in each instance by a majority of our non-interested "independent" directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

        We consider Mr. Majteles to be our "parent" and "promoter," as these terms are defined under the federal securities laws.

Private Placement

        MGS Partners, LLC has agreed to purchase from us an aggregate of 300,000 units at $6.00 per unit in a private placement that will occur immediately prior to this offering. The $1,800,000 of gross proceeds from the private placement will be held in the trust account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company, as trustee. The shares and warrants comprising such units may not be sold, assigned or transferred until we consummate a business combination. Such units will be identical to the units sold in this offering. However, MGS Partners, LLC has agreed to waive its right to participate in any liquidating distributions with respect to the shares included in such private placement units in the event we fail to consummate a business combination.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of our common stock as of May 31, 2006, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering), by:

•

each person known by us to be the beneficial owner of more than 5.0% of our outstanding shares of common stock;



•

each of our officers and directors; and



•

all our officers and directors as a group.

        Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

*

Represents beneficial ownership of less than 1.0%.

⁽¹⁾

Unless otherwise noted, the business address of each of the following is 1816 Fifth Street, Berkeley, CA 94710.

⁽²⁾

MGS Partners, LLC has agreed to acquire directly from us 300,000 units in the private placement. The percentage of outstanding common stock beneficially owned by MGS Partners, LLC after this offering includes the 300,000 shares that may be purchased by MGS Partners, LLC as part of the units being offered in the private placement.

⁽³⁾

Consists of shares held by MGS Partners, LLC and shares expected to be sold to MGS Partners, LLC in the private placement. Austin W. Marxe, David M. Greenhouse and Adam C. Stettner share voting and investment power with respect to, and may be deemed to beneficially own the shares held by MGS Partners, LLC prior to this offering and the shares to be acquired in the private placement.

⁽⁴⁾

Pursuant to the terms of the operating agreement of MGS Partners, LLC, Mr. Majteles is entitled to a 33.3% profits interest in any units purchased by MGS Partners, LLC in the private placement. However, Mr. Majteles has no interest in any shares of common stock purchased by MGS Partners, LLC prior to this offering or any units purchased by MGS Partners, LLC in connection with or following this offering. Mr. Majteles has no investment or voting power with respect to any shares of common stock owned or acquired by MGS Partners, LLC and, therefore, disclaims beneficial ownership of any shares of common stock held by MGS Partners, LLC or which it has the right to acquire.

        Immediately after this offering, our initial stockholders, which includes all of our officers and directors, collectively, will beneficially own approximately 23.1% of the then issued and outstanding shares of our common stock (assuming MGS Partners, LLC purchases all units offered in the

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private placement and no other units are purchased in this offering including no exercise of the over-allotment option). Our initial stockholders, including all of our officers and directors, are not prohibited from purchasing units in this offering. Because of the number of shares owned by our initial stockholders, such stockholders may be able to exercise effective control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

        All of the shares acquired by the initial stockholders before this offering and those acquired in connection with the private placement, are subject to lock-up agreements and will not be transferable, in the case of the shares purchased in the private placement, until we consummate a business combination, and, in the case of all other shares acquired by the initial stockholders before this offering, until the earliest of three years from the date of this prospectus, our liquidation and the consummation of 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 subsequent to our consummating a business combination with a target business and may only be transferred prior to that date in certain limited circumstances. However, no such lock-up restrictions will apply to any shares of our common stock acquired in connection with or following this offering. Notwithstanding the foregoing, the initial stockholders may (i) transfer shares acquired by them before this offering either during their lifetimes or, on death, by bona fide gifts, will or intestacy to members of their immediate families or to trusts exclusively for the benefit of members of their immediate families, (ii) transfer shares acquired by them before this offering pursuant to a qualified domestic relations order, or (iii) transfer record ownership of the shares acquired by them before this offering whereby there is no change in beneficial ownership; provided, however, that prior to any such transfer, the transferee executes an agreement, satisfactory to Merriman Curhan Ford & Co., pursuant to which such transferee agrees to receive and hold such transferred shares. Except for the voting agreements and the waivers of any rights to participate in liquidating distributions set forth below and elsewhere, the initial stockholders will retain all other rights as our stockholders, including without limitation, the right to vote their shares of common stock.

        The initial stockholders have agreed to waive their respective rights to participate in any liquidating distribution in the event we fail to consummate a business combination, but only with respect to those shares of common stock acquired by them before this offering and those acquired in connection with the private placement. They will participate in any liquidating distribution with respect to any shares of common stock acquired in connection with or following this offering and the private placement. However, our initial stockholders, including all of our directors and executive officers, have agreed to vote all of their shares of common stock in favor of any dissolution and liquidation in the event we fail to consummate a business combination.

        In connection with the vote required for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote all of the shares of common stock owned by them immediately before this offering and the private placement in accordance with the majority of the shares of common stock voted by the public stockholders. In addition, they have agreed to vote the shares acquired in the private placement and in connection with or following this offering in favor of the business combination. In the event of stockholder vote upon the failure of our initial stockholders, including all of our directors and executive officers, have agreed to vote all of their shares of common stock in favor of such dissolution and liquidation.

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DESCRIPTION OF SECURITIES

General

        We are authorized to issue 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. As of the date of this prospectus, 1,500,000 shares of common stock are outstanding, held by six recordholders and no shares of preferred stock are outstanding.

Units

        Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will each begin to trade separately on the 20th trading day after the earlier to occur of the expiration of the underwriters' option to purchase up to 900,000 additional units to cover over-allotments or the exercise in full of that option. In no event will separate trading of the common stock and warrants be allowed until (i) we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and (ii) we file a Current Report on Form 8-K and issue a press release announcing when such separate trading will begin. We will file a Current Report on Form 8-K, including an audited balance sheet, upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the current report on Form 8-K. In addition, we will file a subsequent Current Report on Form 8-K in the event a material portion of the over-allotment option is exercised subsequent to the filing of our initial Current Report on Form 8-K.

Common Stock

        Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. However, if we are subject to Section 2115(b) of the California Corporations Code, our stockholders will have the right to cumulate votes in the election of directors. In connection with the vote required for our initial business combination, all of our initial stockholders, including all of our officers and directors, have agreed to vote the shares of common stock owned by them immediately before this offering and the private placement in accordance with the majority of the shares of common stock voted by the public stockholders. In addition, they have agreed to vote the shares acquired in the private placement and in connection with or following this offering in favor of the business combination. In the event we fail to consummate a business combination, our initial stockholders, including all of our directors and executive officers, have agreed to vote all of their shares of common stock in favor of any dissolution and liquidation. Additionally, with respect to any other matters that come before a vote of our stockholders, our initial stockholders, including all of our officers and directors, will vote all of their shares in any manner they determine, in their sole discretion.

        We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20.0% of the shares sold in this offering elect to exercise their conversion rights discussed below. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust account. Such stockholder must have also exercised its conversion rights described below.

        Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. However, if we are subject to Section 2115(b) of the California Corporations Code, all directors shall be selected at each

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annual meeting of stockholders to hold office until the next annual meeting. For more information, see the section entitled "Management—Number and Terms of Directors."

        If we are required to dissolve and to liquidate as part of our plan of dissolution and liquidation prior to a business combination, our public stockholders will be entitled to receive their pro rata share of the trust account, inclusive of any interest net of taxes, if any, and any net assets remaining available for distribution to them after payment of liabilities.

        Our initial stockholders have agreed to waive their respective rights to participate in any liquidating distribution in the event we fail to consummate a business combination, but only with respect to those shares of common stock acquired by them before this offering and those acquired in connection with the private placement and those acquired upon exercise of their options. They will participate in any liquidating distribution with respect to any shares of common stock acquired in connection with or following this offering.

        Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote against the initial business combination and the business combination is approved and completed. Public stockholders who convert their stock into their share of the trust account will still have the right to exercise the warrants that they received as part of the units.

Preferred Stock

        Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, preemptive, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on the initial business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

        No warrants are currently outstanding. Each warrant offered hereby entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

•

the completion of a business combination on the terms described in this prospectus; or



•

, 2007 [one year from the date of this prospectus].

        The warrants will expire at 5:00 p.m., New York City time, on                        , 2011 [five years from the date of this prospectus] or earlier upon redemption. We may call the warrants for redemption at any time after the warrants become exercisable:

•

in whole and not in part;



•

at a price of $0.01 per warrant;

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•

upon not less than 30 days' prior written notice of redemption to each warrant holder; and



•

if, and only if, the reported last sale price of the common stock as listed on the OTC Bulletin Board equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day before we send notice of redemption to warrant holders.

        We have established the last criterion to provide warrant holders with a premium to the initial warrant exercise price as well as a degree of liquidity to cushion the market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder will then be entitled to exercise his or her warrant prior to the date scheduled for redemption, however, there can be no assurance that the price of the common stock will exceed the call trigger price or the warrant exercise price after the redemption call is made.

        The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

        The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

        The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock.

        No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered under the Securities Act and qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. In addition, holders of the warrants are not entitled to net cash settlement and the warrants may only be settled by delivery of shares of our common stock and not cash. Under the terms of the warrant agreement, we have agreed to meet the registration conditions described above and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. The warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

        No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Option

        We have agreed to sell to Merriman Curhan Ford & Co. an option to purchase 300,000 units (345,000 units if the underwriters' over-allotment option is exercised in full) at a price of $7.50 per

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unit. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $6.65 (133.0% of the exercise price of the warrants included in the units sold in this offering). The purchase option will not be exercisable unless at the time of exercise a prospectus relating to the common stock and the warrants issuable upon exercise of the purchase option and the common stock issuable upon exercise of the warrants underlying the purchase option is current and such securities have been registered under the Securities Act and qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the purchase option. In addition, holders of the purchase option are not entitled to net cash settlement and the purchase option and the underlying warrants may only be settled by delivery of shares of our common stock and not cash. Under the terms of the purchase option agreement, we have agreed to meet the registration conditions described above and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the purchase option and the underlying warrants until the expiration of the purchase option and the underlying warrants. However, we cannot assure you that we will be able to do so. For a more complete description of the purchase option, see the section below entitled "Underwriting—Purchase Option."

Dividends

        We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of the board of directors of the surviving entity. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

        The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Shares Eligible for Future Sale

        Immediately after this offering and the private placement, we will have 7,800,000 shares of common stock outstanding, or 8,700,000 shares if the underwriters' over-allotment option is exercised in full. Of these shares, the 6,000,000 shares being sold in this offering, or 6,900,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 1,800,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Of these shares, 1,500,000 are eligible for re-sale under Rule 144. Notwithstanding this, all of the shares acquired by the initial stockholders before this offering and those acquired in connection with the private placement are subject to lock-up agreements and will not be transferable, in the case of the shares purchased in the private placement until we consummate a business combination, and in the case of all other shares acquired by the initial stockholders before this offering, until the earliest of three years from the date of this prospectus, our liquidation and the consummation of 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 subsequent to our consummating a business combination with a target business and may only be transferred prior to that date in certain limited circumstances.

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Rule 144

        In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•

1.0% of the number of shares of common stock then outstanding, which will equal 78,000 shares immediately after this offering (or 87,000 if the underwriters exercise their over-allotment option); and



•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

SEC Position on Rule 144 Sales

        The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an "underwriter" under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144.

Registration Rights

        Our initial stockholders will be entitled to registration rights with respect to the shares of common stock purchased by them before this offering and those acquired in connection with the private placement pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these shares are entitled to make up to two demands that we register these shares under the Securities Act. The holders of the majority of these shares can elect to exercise these registration rights any time subsequent to the date which is three years from the date of this prospectus pursuant to the terms of their respective lock-up agreements. We will bear the expenses incurred in connection with the filing of any such registration statements.

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UNDERWRITING

        We intend to offer the units in this offering through Merriman Curhan Ford & Co. and the other underwriters listed below. Subject to the terms and conditions described in the underwriting agreement between us and the underwriters, we have agreed to sell to the underwriters named below, and the underwriters, for whom Merriman Curhan Ford & Co. is acting as representative, have agreed, severally and not jointly, to purchase on a firm commitment basis the number of units offered in this offering set forth opposite their respective names below:

        A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

State Blue Sky Information

        We will offer and sell the units to retail customers only in Colorado, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, New York, Rhode Island and Wyoming. In New York and Hawaii, we have relied on exemptions from the state registration requirements. In the other states, we have applied to have the units registered for sale and will not sell the units to retail customers in these states unless and until such registration is effective (including in Colorado, pursuant to 11-51-302(6) of the Colorado Revised Statutes).

        If you are not an institutional investor, you may purchase our securities in this offering only in the jurisdictions described directly above. Institutional investors in every state except in Idaho may purchase the units in this offering pursuant to exemptions under the Blue Sky laws of various states. The definition of an "institutional investor" varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities.

        We will file periodic and annual reports under the Securities Exchange Act of 1934. Therefore, under the National Securities Markets Improvement Act of 1996, the resale of the units, from and after the effective date, and the common stock and warrants comprising the units, once they become separately transferable, are exempt from state registration requirements. However, states are permitted to require notice filings and collect fees with regard to these transactions, and a state may suspend the offer and sale of securities within such state if any such required filing is not made or fee is not paid. Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Guam, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Dakota, Utah, Virginia, Virgin Islands, Washington, West Virginia, Wisconsin and Wyoming either do not presently require any notice filings or fee payments or have not yet issued rules or regulations indicating whether notice filings or fee payments will be required.

        The District of Columbia, Illinois, Maryland, Michigan, Montana, New Hampshire, North Dakota, Oregon, Puerto Rico, Rhode Island, South Carolina, Tennessee, Texas and Vermont currently permit the resale of the units, and the common stock and warrants comprising the units, once they become separately transferable, if the proper notice filings have been submitted and the required fees have been paid. As of the date of this prospectus, we have not determined in which, if any, of these states we will submit the required filings or pay the required fee. Additionally, if any of the states that have not yet adopted a statute, rule or regulation relating to the National Securities Markets Improvement Act adopts such a statute in the future requiring a filing or fee or

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if any state amends its existing statutes, rules or regulations with respect to its requirements, we would need to comply with those new requirements in order for the securities to continue to be eligible for resale in those jurisdictions.

        Under the National Securities Markets Improvements Act, the states retain the jurisdiction to investigate and bring enforcement actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities. Although we are not aware of a state having used these powers to prohibit or restrict resales of securities issued by blank check companies generally, certain state securities commissioners view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the resale of securities of blank check companies in their states.

        Aside from the preemption of state regulation provided by National Securities Markets Improvement Act, we believe that the units, from and after the effective date, and the common stock and warrants comprising the units, once they become separately transferable, may be eligible for sale on a secondary market basis in various states based on the availability of certain applicable exemptions from state registration requirements, which in certain instances may be subject to waiting periods, notice filings or fee payments.

Pricing of Securities, Commissions and Discounts

        We have been advised by Merriman Curhan Ford & Co. that the underwriters propose to offer the units to the public at the initial offering price set forth on the cover page of this prospectus. The underwriters may offer these units to securities dealers at a price to the public less a concession not in excess of $                                           per unit. Securities dealers may reallow a concession not in excess of $            per unit to other dealers. After the units are released for sale to the public, the underwriters may vary the offering price and other selling terms from time to time.

        We have also granted to the underwriters an option to purchase for 45-days from the date of this prospectus up to an aggregate of 900,000 additional units from us at the offering price, less underwriting discounts and commissions. The underwriters may exercise this option for the sole purpose of covering over-allotments, if any, made in connection with this offering. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial distribution. The underwriters may exercise that option if the underwriters sell more units than the total number set forth in the table above.

        The following table shows the public offering price, underwriting discount and the proceeds to us before expenses. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

⁽¹⁾

Excludes deferred underwriting discounts and commissions equal to 2.0% of the gross proceeds, or $720,000 ($828,000 if the underwriters' over-allotment option is exercised in full), which will be deposited in the trust account and which the underwriters have agreed to defer until the consummation of a business combination. See the section entitled "Underwriting—Pricing of Securities, Commissions and Discounts."

⁽²⁾

The non-accountable expense allowance, which is payable to Merriman Curhan Ford & Co. alone, is not payable with respect to the units sold upon exercise of the underwriter's over-allotment option.

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⁽³⁾

The offering expenses, not including the underwriting discounts and commissions, are estimated to be approximately $1,060,000.

        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 representative. Factors considered in determining the 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;



•

prior offerings of those companies;



•

our prospects for acquiring an operating business at attractive values;



•

our capital structure;



•

an assessment of our management and their experience in identifying operating companies;



•

general conditions of the securities markets at the time of this offering; and



•

other factors as were deemed relevant.

        However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

Purchase Option

        We have agreed to sell to Merriman Curhan Ford & Co., for $100, an option to purchase 300,000 units (345,000 units if the underwriters' over-allotment option is exercised in full). The units issuable upon exercise of this option are identical to those offered by this prospectus, except that the warrants included in the units have an exercise price of $6.65 (133.0% of the exercise price of the warrants included in the units sold in this offering). This option is exercisable at $7.50 per unit commencing on the later of the consummation of a business combination and                        , 2007 and expiring five years from the date of this prospectus. The purchase option and the 345,000 units, the 345,000 shares of common stock and the 690,000 warrants underlying such units, and the 690,000 shares of common stock underlying such warrants, have been deemed compensation by the NASD and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.

        Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part, the purchase option grants to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act, of the securities directly and indirectly issuable upon exercise of the purchase option. We will bear all fees and expenses attendant to registering the securities underlying the purchase option, excluding only underwriting discounts and commissions which are to be paid by the holder of the securities to be sold.

        The purchase option will not be exercisable unless at the time of exercise a prospectus relating to the common stock and the warrants issuable upon exercise of the purchase option and the common stock issuable upon exercise of the warrants underlying the purchase option is current and such securities have been registered under the Securities Act and qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the purchase option. In addition, holders of the purchase option are not entitled to net cash settlement and the purchase option and the underlying warrants may only be settled by delivery of shares of our common stock and not

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cash. Under the terms of the purchase option agreement, we have agreed to meet the registration conditions described above and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the purchase option and the underlying warrants until the expiration of the purchase option and the underlying warrants. However, we cannot assure you that we will be able to do so. The exercise price and number of units issuable upon exercise of the purchase option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the purchase option will not be adjusted for issuances of common stock at a price below its exercise price.

Price Stabilization, Short Positions and Penalty Bids

        Until the distribution of the securities is completed, SEC rules may limit underwriters from bidding for and purchasing our securities. However, the representative may engage in transactions that stabilize the price of our securities, such as bids or purchases to peg, fix or maintain that price.

        If the underwriters create a short position in our securities in connection with this offering, i.e., if they sell more of our securities than are listed on the cover page of this prospectus, the representative may reduce that short position by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option described above. Purchases of the common stock to stabilize its price or to reduce a short position may cause the price of our securities to be higher than it might be in the absence of such purchases.

        The representative may also impose a penalty bid on underwriters. This means that if the representative purchases our securities in the open market to reduce the underwriters' short position or to stabilize the price of such securities, it may reclaim the amount of the selling concession from the underwriters who sold those securities. The imposition of a penalty bid may also affect the price of our securities in that it discourages resales of those securities.

        Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our securities. In addition, neither we nor any of the underwriters makes any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

        These transactions may occur on the OTC Bulletin Board, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

        In connection with this offering, the underwriters may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

Other Terms

        Although Merriman Curhan Ford & Co. is not obligated to act as such, we have agreed to offer them the first opportunity to act as our sole advisor in our search for a business combination. However, there are no preliminary agreements or understandings between Merriman Curhan Ford & Co. or any of the other underwriters and any potential targets. If we decide to engage an advisor and Merriman Curhan Ford & Co. accepts our offer to act as our sole advisor, we expect the details of such agreement would be determined at that time in an arm's length negotiation where the terms would be fair and reasonable to each of the interested parties.

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        We have also agreed with Merriman Curhan Ford & Co. that, for a period of six months, we will not solicit or negotiate with any other person or entity to act as our financial advisor, underwriter or placement agent or to provide other investment services to us.

        In the underwriting agreement, we have made certain representations and warranties in favor of the underwriters and we have also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities. We have also agreed to pay costs, fees and expenses and reimburse the underwriters for certain of their expenses in connection with the sale of the shares being offered in this offering.

        The underwriters are offering the units in this offering, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the securities, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

        We estimate that the total expenses of this offering payable by us, not including underwriting discounts and commissions, will be approximately $1,060,000.

No Sales of Similar Securities

        All of our initial stockholders will agree not to sell or transfer any of our common stock acquired by them before this offering and those acquired in connection with the private placement, subject to certain limited exceptions, until, in the case of the shares purchased in the private placement, we consummate a business combination and, in the case of all other shares acquired by the initial stockholders before this offering, the earliest of three years after the date of this prospectus, our liquidation and the consummation of 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 subsequent to our consummating a business combination with a target business. Specifically, during these lock-up periods, these individuals have agreed not to:

•

offer, pledge, sell, transfer or otherwise dispose of, by contract, option, right or otherwise, any such shares of our common stock or lend, grant or otherwise transfer or dispose of any such shares; and



•

enter into any swap or other agreement that transfers, in whole or in part, any of the economic characteristics of ownership of such shares.

        These lock-up provisions will apply to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock acquired before this offering and those acquired in connection with the private placement and will not apply to any securities purchased by the initial stockholders in this offering or the open market after this offering. Notwithstanding the foregoing, the initial stockholders may (i) transfer shares acquired by them before this offering either during their lifetimes or, on death, by bona fide gifts, will or intestacy to members of their immediate families or to trusts exclusively for the benefit of members of their immediate families, (ii) transfer shares acquired by them before this offering pursuant to a qualified domestic relations order, or (iii) transfer record ownership of the shares acquired by them before this offering whereby there is no change in beneficial ownership; provided, however, that prior to any such transfer, the transferee executes an agreement, satisfactory to Merriman Curhan Ford & Co., pursuant to which such transferee agrees to receive and hold such transferred shares.

        In addition, we will agree to not issue any shares of common stock or any options or other securities convertible into common stock, or any shares of preferred stock that participate in any

90

manner in the trust account or that vote as a class with the common stock on a business combination, until the earlier of the consummation of a business combination or the distribution of the trust account.

LEGAL MATTERS

        The validity of the securities offered in this prospectus are being passed upon for us by Lowenstein Sandler PC, Roseland, New Jersey. Certain legal matters with respect to this offering will be passed upon for the underwriters by Cooley Godward LLP, San Francisco, California.

EXPERTS

        The financial statements of TC Acquisition Corp. at December 31, 2005 and May 31, 2006 and from the period from June 20, 2005 (date of inception) through December 31, 2005, the five months ended May 31, 2006 and for the period from June 30, 2005 (date of inception) to May 31, 2006 appearing in this prospectus and in the registration statement have been included herein in reliance upon the report, which includes an explanatory paragraph of TC Acquisition Corp. to continue as a going concern, of BDO Seidman, LLP, an independent registered public accounting firm, given upon the authority of BDO Seidman, LLP as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC's public reference room at 100 F Street, NE, Washington, DC 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the registration statement on Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

91

TC ACQUISITION CORP.
(a development stage company)

Index to Financial Statements

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
TC Acquisition Corp.
Berkeley, California

        We have audited the accompanying balance sheets of TC Acquisition Corp. (a development stage company) as of December 31, 2005 and May 31, 2006 and the related statements of operations, stockholders' deficit and cash flows for the period from June 20, 2005 (date of inception) through December 31, 2005, the five months ended May 31, 2006 and for the period from June 20, 2005 through May 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TC Acquisition Corp. as of December 31, 2005 and May 31, 2006 and the results of its operations and its cash flows for the period from June 20, 2005 (date of inception) through December 31, 2005, the five months ended May 31, 2006 and for the period from June 20, 2005 through May 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

        The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has no present revenue, its business plan is dependent on completion of a financing and the Company's cash and working capital as of May 31, 2006 are not sufficient to complete its planned activities for the upcoming year. At May 31, 2006, the Company had a working capital deficiency of $41,075. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are described in Notes A and D. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BDO Seidman, LLP
New York, New York
June 19, 2006

F-2

TC ACQUISITION CORP.
(a development stage company)

Balance Sheets

See notes to financial statements

F-3

TC ACQUISITION CORP.
(a development stage company)

Statements of Operations

See notes to financial statements

F-4

TC ACQUISITION CORP.
(a development stage company)

Statements of Shareholders' Equity