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

File No. 333-149168

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

Amendment No. 1
to
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Global Entertainment & Media Holdings Corporation
(Exact name of Registrant as specified in its charter)

1325 Avenue of the Americas
New York, New York 10019
(212) 786-6130
(Address, including zip code, and
telephone number, including area
code, of registrant’s principal
executive offices)

Mark J. Piegza
President and Secretary
Global Entertainment & Media Holdings Corporation
1325 Avenue of the Americas
New York, New York 10019
(212) 786-6130
(Name, address, including zip
code, and telephone number,
including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.  £

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

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

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

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

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

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

Subject to Completion
Preliminary Prospectus dated April  , 2008

PROSPECTUS

15,000,000 Units
Global Entertainment & Media Holdings Corporation
Common Stock and Warrants

Global Entertainment & Media Holdings Corporation is a blank check company recently formed for the purpose of effecting a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination. We intend to focus initially on businesses in the entertainment and media and related industries, but we may pursue opportunities in other industries. Although our search will be primarily focused on businesses in North America, we may consider businesses outside of North America. We do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, contacted or been contacted by, any prospective target business or had any discussions, formal or otherwise, with respect to a business combination or taken any direct or indirect measures to locate a specific target business or consummate a business combination.

This is an initial public offering of our securities. We are offering 15,000,000 units. Each unit will be offered at a price of $10.00 per unit and will consist of:

Each warrant entitles the holder to purchase one share of our common stock at a price of $7.50. Each warrant will become exercisable on the later of our consummation of our initial business combination and  , 2009 [one year from the date of this prospectus], and will expire on  , 2013 [five years from the date of this prospectus], or earlier upon redemption by us, in which case we will have the option to require all holders that wish to exercise their warrants prior to redemption to do so on a cashless basis.

Ronald C. Bernard, Jules Haimovitz, Edward D. Horowitz, Mark J. Piegza, John J. Sie, Shapiro Media Ventures LLC and Nicholas Toms are our sponsors and, collectively, are the holders of 4,096,884 out of our 4,312,500 units outstanding on the date of this prospectus. Our independent directors will be the holders of our remaining units outstanding on the date of this prospectus that are not held by our sponsors. Shares of our common stock included in the units purchased by our sponsors and independent directors prior to the completion of this offering will have no right to liquidating distributions in the event we fail to consummate our initial business combination. Our sponsors and independent directors have agreed that their initial securities will not be sold or transferred, except to permitted transferees and subject to certain other exceptions, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, until one year after we have consummated our initial business combination.

Our sponsors will also agree to purchase an aggregate of 3,750,000 warrants from us at a price of $1.00 per warrant for an aggregate purchase price of $3,750,000 in a private placement immediately prior to the completion of this offering. We refer to these warrants as the private placement warrants. The proceeds from the sale of the private placement warrants will be deposited in the trust account and will be part of the funds distributed to our public stockholders in the event we are unable to consummate our initial business combination as described in this prospectus. Our sponsors will also agree that the private placement warrants will not be sold or transferred, except to permitted transferees, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, until after we have consummated our initial business combination.

We have granted the underwriters a 30-day option to purchase up to 2,250,000 additional units solely to cover over-allotments, if any.

There is currently no public market for our units, common stock or warrants. Application has been made to list the units on the American Stock Exchange, or the AMEX, under the symbol GEH.U on or promptly after the date of this prospectus. The shares of common stock and warrants included in the units being sold in this offering will each begin separate trading five business days after the earlier to occur of the expiration of the underwriters’ over-allotment option or the exercise of such option in full by the underwriters. Once such separate trading begins, we anticipate that the shares of common stock and warrants will be listed on the AMEX under the symbols GEH and GEH.WS, respectively. We cannot assure you, however, that our securities will be or will continue to be listed on the AMEX.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 30 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.

Of the net proceeds we receive from this offering and the proceeds from the sale of the private placement warrants, $147,915,470 (or $169,627,970 if the underwriters’ over-allotment option is exercised in full) will be deposited in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee. The underwriters are not receiving any discounts or commissions with respect to the sale of the private placement warrants.

We are offering the units for sale on a firm-commitment basis. Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as the sole book-running manager of this offering. The underwriters expect to deliver the units to investors in this offering on or about  , 2008.

Sole Book-Running Manager

Merrill Lynch & Co.

    The date of this prospectus is  , 2008.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. If such information is provided to you, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, as our business, financial condition, results of operations and prospects may have changed since that date.

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 related notes and schedules thereto. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option. In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, which we refer to as the Securities Act. You will not be entitled to protection normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page 30 of this prospectus. Unless otherwise stated in this prospectus:

Overview

We are a blank check company formed under the laws of the State of Delaware on January 22, 2008. We were formed for the purpose of effecting a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination, with one or more businesses or assets, which we refer to throughout this prospectus as our initial business combination. We intend to focus initially on businesses and assets in the media and entertainment and related industries, but we may pursue opportunities in other industries. Although our search will be primarily focused on businesses in North America, we may consider businesses outside of North America. We have not identified any specific countries, other than the United States, in which we intend to pursue target businesses. To date, our efforts have been limited to organizational activities and activities related to this offering. We have not, nor has anyone on our behalf, contacted or been contacted by any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to conduct any research or take any steps to identify, locate or contact any suitable acquisition candidate.

The media, entertainment and related industries encompass those companies which manage, create, produce, own, distribute and/or market entertainment and information content, products, communications and services to both domestic and international audiences and customers. The media and entertainment industry represents a large and expanding segment of the United States economy.

1

The rapid growth in these industries has been driven by the introduction of new technologies, distribution systems and the expansion of domestic and international markets. The latter part of the 20th century witnessed the introduction and widespread consumer acceptance of cable television, home video, video-games, compact discs, and the Internet. The beginning of the 21st century has witnessed the emergence of next-generation technologies and the convergence of platforms which have significantly strengthened growth opportunities for television content distribution through direct broadcast satellite and digital cable, video-game consoles, Internet, mobile and home video.

This market is also in transition as digital distribution is growing rapidly, not only playing an important role in conjunction with traditional distribution channels, but maturing into a new medium unto itself. We believe that spending growth in the media and entertainment industries during the next five years will be generated through harnessing new technologies, such as online and wireless, which will enable new content creation and distribution opportunities. We believe that the core strength of our management team is the ability to recognize the potential to create incremental value in assets that will play a role in this technological evolution. Our management intends to utilize its expertise in creating value with a large array of media assets that have historically been under- exploited.

Our Team

We will seek to capitalize on the significant experience of our executive officers, special advisor and directors in identifying and consummating our initial business combination. Each member of our team has extensive and relevant experience in the media, entertainment or related industries as a senior executive, business consultant, investment banker or entrepreneur.

Jules Haimovitz, Chairman and Chief Executive Officer. Mr. Haimovitz has 37 years of operating experience in the media and entertainment industry. Between July 2002 and July 2007, he was the Vice Chairman and Managing Partner of Dick Clark Productions. Prior to joining Dick Clark, Mr. Haimovitz was President of MGM Networks, Inc. and had also served as special consultant to the Chairman and CEO of Metro-Goldwyn-Mayer, Inc. From 1997-1999, Mr. Haimovitz was President and Chief Operating Officer of King World Productions Inc., the leading worldwide distributor of first-run syndicated programming such as Wheel of Fortune, Jeopardy! and The Oprah Winfrey Show. In 1993, he was appointed Chief Executive Officer of ITC Entertainment Group, which was later sold to PolyGram N.V. in 1995. He continued to serve as ITC’s Chief Executive Officer until 1997, overseeing the integration of ITC into PolyGram. Previously, he was President and Chief Operating Officer of Spelling Entertainment Inc., which was formed when he led a team that acquired Worldvision Enterprises Inc. and Laurel Entertainment Inc. and merged them with Aaron Spelling Productions Inc. Mr. Haimovitz served in that capacity until 1992, when the combined company was sold to American Financial Corp. Prior to Spelling Entertainment, Mr. Haimovitz held numerous senior executive positions at Viacom Inc. Mr. Haimovitz began his career with ABC Television in 1971. He currently serves on the Board of Directors of Blockbuster Inc., Infospace, Inc., TVN Entertainment and ImClone Systems Incorporated and, over the course of his career, has also served on the Board of Directors of DIVA Systems Corp., Video Jukebox Network Inc., Spelling Entertainment, Orion Pictures Corporation, Showtime, The Movie Channel and Lifetime. Mr. Haimovitz also currently serves on the Board of the Brooklyn College Foundation.

Ronald C. Bernard, Chief Financial Officer and Treasurer. Mr. Bernard has 30 years of experience in the entertainment, sports and media industries in both operating and financial capacities. Since January 2003, he has been the President of LWB Consulting and has been working with a number of private equity investors in identifying and acquiring media properties. From 2000 to 2003, Mr. Bernard was CEO of Sekani, Inc., a media licensing and digital asset management company, that was sold to Corbis, Inc. Between 1993 and 2000, Mr. Bernard was President of NFL Enterprises, the media business division of the National Football League and, prior to that, he held a number of senior level positions at Viacom Inc., including serving as Corporate Treasurer. He also held senior executive positions at a number of Viacom subsidiaries, such as Showtime Networks, where he was Chief Financial Officer and Executive Vice President of Operations, and President of

2

Viacom Network Enterprises, where he was responsible for developing the pay-per-view and satellite television distribution businesses, as well as numerous cable networks. Mr. Bernard currently serves on the Advisory Board of the Sports Management Program at Syracuse University and also as a Director of Mentor, Inc., the Lauri Strauss Leukemia Foundation and the Sports and Entertainment Academy at the Kelley School of Business, Indiana University.

Mark Piegza, President and Secretary. Mr. Piegza has 16 years of investment banking experience in the technology, media and telecommunications industries, over which time he has developed senior relationships across a broad range of sectors and companies and has executed a variety of transactions, including public and private offerings of debt and equity, merchant banking transactions, mergers, acquisitions, divestitures and restructurings. Since February 2008, Mr. Piegza has been the President of Convergence Advisors LLC, which provides advisory services to clients in the technology, media and telecommunications industries. Mr. Piegza was a Managing Director in the Technology, Media & Telecommunications Group, and its predecessor, at Banc of America Securities from February 2003 until October 2007. At Banc of America Securities, Mr. Piegza had global responsibility for the satellite sector and was also responsible for coverage of accounts in several other sub-sectors, including cable, diversified entertainment and sports. Prior to joining Banc of America Securities, Mr. Piegza was an Executive Director in UBS’s Media Group, focused on the satellite and broadband sectors. Prior to joining UBS, Mr. Piegza worked in the Media & Telecom Group, in New York and Hong Kong, of Donaldson, Lufkin & Jenrette from 1993 to 2000 and Credit Suisse First Boston (after its acquisition of Donaldson, Lufkin & Jenrette) from 2000 to 2001. Prior to joining Donaldson, Lufkin & Jenrette, Mr. Piegza worked in the Mergers & Acquisitions Group at Citibank and had previously started his investment banking career in 1989 in the Mergers & Acquisitions Group at Drexel Burnham Lambert.

Edward D. Horowitz, Special Advisor. Mr. Horowitz has 38 years of operating and consulting experience in the technology, media and telecommunications industries. Since May 2005, Mr. Horowitz has been the President and CEO of SES AMERICOM, a market-leading satellite operator, and a member of the Executive Committee of its parent company, SES S.A. From July 2000 to May 2005, Mr. Horowitz was Chairman of EdsLink LLC, a New York City-based venture capital firm. He was also previously a Strategic Advisor to Cablevision’s Rainbow DBS Satellite Company and to NeuStar, Inc., the leading provider of neutral, third party clearing house services to the telecommunications industry. Between 1997 and 2000, Mr. Horowitz was Chairman of e-Citi, the unit of Citigroup created in 1997 to pioneer electronic commerce and related strategic initiatives. He was also Special Advisor to the Chairman and a member of Citigroup’s Management and Investment Committees. Prior to joining Citigroup, he held various positions at Viacom, including serving as Senior Vice President of Viacom Inc., Chairman and CEO of Viacom Interactive Media and also as a member of the Viacom Executive Committee. From 1974 to 1989, Mr. Horowitz held senior executive positions at Home Box Office (HBO), a subsidiary of Time Warner, and had earlier been a founder of Suburban Cable. Mr. Horowitz is recognized as a Cable TV Pioneer and currently serves on the Board of Trustees of the New York Hall of Science, the Kenan Institute for Ethics at Duke University and the March of Dimes. Mr. Horowitz also served as a director of iVillage Inc., a publicly held company comprised of online and offline media-based properties, from April 2003 until iVillage was acquired by NBC Universal, Inc. in May 2006. In connection with the acquisition, among other things, Mr. Horowitz served on the transaction committee of the Board of Directors of iVillage overseeing the acquisition solicitation process. He has also won many prestigious industry awards including GartnerGroup’s Excellence in Technology Award for his outstanding application of technology for business value and business return, the National Cable Television Association’s Presidents Award, and Lucent Technologies Bell Laboratories President’s Special Award for e-Citi’s innovative work in developing a future model for excellence in customer care.

William J. Bell, Director. Mr. Bell is a consultant to Cablevision Systems Corporation. Mr. Bell was a Vice Chairman of Cablevision Systems Corporation from 1986 until his retirement in December 2004. From 1978 until his appointment as a Vice Chairman, Mr. Bell served in various capacities at Cablevision Systems Corporation, including as Chief Financial Officer, Chief Operating Officer, Executive Vice President and President.

3

Stanley E. Hubbard, Director. Mr. Hubbard is Chairman and CEO of Hubbard Media Group, a subsidiary of Hubbard Broadcasting, Inc., of which he is a Vice President and a Director. Prior to joining Hubbard Media Group in  , Mr. Hubbard served as President and CEO of U.S. Satellite Broadcasting, which, in partnership with DIRECTV, started the nation’s first direct broadcast satellite service in 1994. Mr. Hubbard is a director of Hubbard Broadcasting, Inc, Ovation LLC and Avenet, LLC.

Tom Wertheimer, Director. Since 1996, Mr. Wertheimer has been a consultant to NBC Universal and a number of other companies. From 1972 through 1995, Mr. Wertheimer served in various capacities at MCA, Inc., including as Executive Vice President, Director and member of the Executive Committee. His responsibilities there included worldwide television production and distribution (pay, cable and free), home video, MCA, Inc.’s interest in the USA and SciFi Channels, as well as Legal, Labor Relations, Internal Audit and Human Resources. Mr. Wertheimer retired from MCA, Inc. in 1996 after the sale of the company to The Seagram Company Ltd. From 1964 to 1972, he was the Vice President of Business Affairs of the American Broadcasting Company. He is currently a member of the Board of the KCRW Foundation, of which he was the Chairman for six years and a Trustee of Research to Prevent Blindness. From 1997 to 2006, Mr. Wertheimer served Macrovision Corp. as a Director and in various other capacities, including as Chairman of the Compensation Committee and as a member of the Audit and Governance Committees. Mr. Wertheimer served from July 1995 to June 2001 as a member of the Columbia Law School Board of Visitors and has lectured at UCLA Law School.

Our executive officers currently intend to continue to be involved in our management following our initial business combination, but there is no assurance that they will. We have obtained no commitment from any of our executive officers as to whether such officer will be involved with our management following our initial business combination. The roles that they would fulfill will depend on the type of business with which we combine and the specific skills and depth of the target’s management. If one or more of our executive officers remain with us in a management role following our initial business combination, we may enter into employment or other compensation arrangements with them, the terms of which have not been determined.

In addition to our executive officers, special advisor and directors, each of the following, although not employees, officers, special advisors or directors of ours, has purchased units prior to the date hereof and is one of our existing holders:

Allen Shapiro. Mr. Shapiro, the managing member of Shapiro Media, has 35 years of experience in the media and entertainment industry. He was the Chief Executive Officer of Dick Clark Productions from 2004 until the company was sold in June 2007. Since 1999, Mr. Shapiro has served as President of Mosaic Media Group. While at Mosaic Media Group, he assisted in arranging the company’s acquisition of Hamstein Music (ZZ Top) and the Daskel & Seldak (Aerosmith) catalog to form Mosaic Music Publishing. Previously, Mr. Shapiro served as President and Chief Executive Officer of The IndieProd Company, where he helped to produce numerous films and television shows and eventually participated in the sale of The IndieProd Company to Caroloco Pictures, Inc. Prior to The IndieProd Company, he was a partner at the law firm Gipson Hoffman & Pancione P.C.

John J. Sie. John J. Sie is the Founder of Starz Entertainment Group LLC and has served as its Chairman and Chief Executive Officer. Founded in 1991, Starz Entertainment Group, LLC is owned by Liberty Media Corporation and is the parent of 13 premium movie networks, including Starz and Encore. In January 2005, Mr. Sie stepped down as Chairman and Chief Executive Officer of Starz Entertainment Group, LLC a post he had held since it was founded, in order to devote more time to his family and philanthropic activities. Prior to that, he was Senior Vice President at Tele-Communications Inc., with responsibilities for strategic planning, new business development, programming and public policy. He joined Tele-Communications Inc. in 1984, after serving as Senior Vice President of Sales and Planning at Showtime/The Movie Channel, Inc. Before that, Mr. Sie worked at General Instruments’ Jerrold Electronics Corporation. He began his career in 1958 with RCA’s defense electronics division. Mr. Sie has received numerous awards, including the 2001 “Bill Daniels Business Leader of the Year” award from the Denver Business Journal and the Lifetime Achievement/Entrepreneur of the Year Award from Ernst & Young. In 2003, he was inducted into

4

the Cable Television Hall of Fame. Mr. Sie has served on the Federal Communications Commission’s Technical Advisory Committee, the Institute of Electrical and Electronics Engineers Standards Subcommittee and the Board of Governors of the National Academy of Cable Programming. He has been a member of the Board of Directors of CAB, C-SPAN, The Discovery Channel, QVC, Prime Time Tonight, EIDAK Corporation, PrimeStar Partners, Faroudja Research Enterprises and the Denver Art Museum and is also a member of Colorado Governor Bill Owens’s Commission on Science & Technology.

Nicholas Toms. Mr. Toms has been the Chief Executive Officer of CAPE Systems Group, Inc. since 2001. Previously, Mr. Toms served as Joint Chairman of the Board of Directors, Joint Chief Executive Officer and a Director of Vertex Interactive, Inc. from September 1999 to 2001. He has also served as the Chairman and Chief Executive Officer of Edwardstone & Co. since 1989. From 1989 to 1997, Mr. Toms was Chairman, President and Chief Executive Officer of Peak Technologies, a company which he formed to serve as a value-added reseller and integrator of barcode-based data capture systems. The Company was taken public in 1992 and eventually sold, in 1997, to Moore Corporation of Toronto, Canada, which is now a part of R. R. Donnelley & Sons, Inc. Between 1981 and 1989, Mr. Toms practiced law at Skadden, Arps, Slate, Meagher & Flom LLP in the areas of Mergers & Acquisitions and Corporate Finance.

Conflicts of Interest

Certain of our sponsors and directors undertake a wide range of activities. Accordingly, there may be situations in which a sponsor or a director has an obligation or an interest that actually or potentially conflicts with our interests. You should assume that these conflicts may not be resolved in our favor and, as a result, we may be denied certain attractive acquisition opportunities or may be otherwise disadvantaged in some situations by our relationship to a sponsor or a director.

For a more detailed discussion of conflicts of interest, please see the section entitled “Management—Conflicts of Interest.”

Effecting a Business Combination

While we may seek to consummate business combinations with more than one target business, our initial business combination must be with one or more businesses, or a portion of such business or businesses, whose fair market value, individually or collectively, is equal to at least 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable) at the time of such business combination. Although we will not specifically focus on, or target, any transaction with any affiliated entities, we may pursue such a transaction if we determine that such affiliated entity meets our criteria for a business combination as set forth in “Proposed Business—Consummating an Initial Business Combination—Selection of a Target and Structuring of Our Initial Business Combination” and such transaction is approved by a majority of our disinterested directors and we obtain an opinion from an independent investment banking firm that the business combination is fair, from a financial point of view, to our unaffiliated stockholders. In the event we structure our initial business combination to acquire only a portion (less than 100%) of the equity interests of the target business, we do not intend to acquire less than a controlling interest, which would be greater than 50% of the voting securities of the target business. If we acquire only a controlling interest in a target business or businesses, the portion of such business or businesses that we acquire must have a fair market value, individually or collectively, equal to at least 80% of the balance in the trust account ( less the deferred underwriting discounts and commissions and taxes payable ) at the time of the consummation of the acquisition. We do not intend to become a holding company for a minority interest in a target business in our initial business combination. The fair market value of a target business or businesses, or portions thereof, will be determined by our board of directors based upon standards generally accepted by the financial community, and, except in the case of a related party acquisition, we will not be required to obtain an independent valuation or fairness opinion. Accordingly, prior to 24 months following the completion of this offering, we will seek to consummate our initial business combination with a business or businesses, or portions thereof, whose fair market value is equal to at least approximately $114,132,376, assuming no exercise of the underwriters’ over-allotment option. The actual amount of consideration which we will be able to pay for our initial business combination will depend on (i) whether we choose, or are able, to pay a portion of the initial business combination

5

consideration with shares of our common stock, (ii) if we are able to finance a portion of the consideration with debt or other equity financing and (iii) the number of shares of our common stock that are converted into a pro rata share of the amount then on deposit in the trust account as described below under “—The Offering—Conversion rights for public stockholders voting to reject our initial business combination.”

If we are unable to consummate our initial business combination by  , 2010, our corporate existence will cease and we will implement our liquidation plan, which will include distribution of the proceeds held in the trust account to our public stockholders.

We are a Delaware corporation formed on January 22, 2008. Our offices are located at 1325 Avenue of the Americas, New York, New York 10019 and our telephone number is 212-786-6130.

6

THE OFFERING

Number of securities to be outstanding

7

Warrants—Exercisability		Each warrant is exercisable for one share of common stock.
Warrants—Exercise price		$7.50 per share, subject to adjustment as described herein.
Warrants—Exercise period		The warrants included in the units being sold in this offering will become exercisable on the later of the consummation of our initial business combination on the terms described in this prospectus and  , 2009, unless the warrants have previously expired, provided that, during the period in which the warrants are exercisable, a registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to the shares of common stock issuable upon exercise of the warrants is available.
		We have agreed to use commercially reasonable efforts to have an effective registration statement covering shares of our common stock issued upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed by us.
		The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City time, on  , 2013, unless we have redeemed the warrants prior to that time. If we elect to redeem the warrants, we will have the option to require all holders electing to exercise their warrants prior to redemption to do so on a cashless basis.
Warrants—Redemption		We may redeem the warrants included in the units being sold in this offering at any time after the warrants become exercisable:
				•		in whole and not in part;
				•		at a price of $0.01 per warrant;
				•		upon a minimum of 30 days’ prior written notice of redemption; and
				•		only if (x) the closing price of our common stock on the AMEX, or other national securities exchange on which our common stock may be traded, equals or exceeds $13.75 per share for any 20 trading days within a 30 trading-day period ending three business days before we send the notice of redemption, (y) a registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and expected to remain effective from the date on which we send a redemption notice to and including

8

						the redemption date and (z) a current prospectus relating to the shares of common stock issuable upon exercise of the warrants is available from the date on which we send a redemption notice to and including the redemption date.
		We established the last criterion to provide warrant holders with the opportunity to realize a premium to the warrant exercise price prior to the redemption of their warrants, as well as to provide them with a degree of liquidity to cushion the market reaction, if any, to our election to redeem the warrants. If the above conditions are satisfied and we call the warrants for redemption, the warrant holders will then be entitled to exercise their warrants before the date scheduled for redemption. However, there can be no assurance that the price of our common stock will not fall below the $13.75 per share trigger price or the $7.50 per share warrant exercise price after the redemption notice is delivered. We do not need the consent of the underwriters or our stockholders to redeem the outstanding warrants.
		If we call the warrants included in the units being sold in this offering for redemption as described above, our management will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.” Exercising warrants on a “cashless basis” means that, in lieu of paying the exercise price in cash, the holder would forfeit a number of shares underlying the warrants being exercised with a fair market value (as defined below) equal to the aggregate exercise price and the holder will therefore receive fewer shares than the holder would otherwise have received upon exercise of those warrants. Thus, in such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants being tendered multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value and then would receive shares of common stock underlying the non-surrendered warrants. The “fair market value” means the average reported closing price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The warrants included in the units being sold in this offering may not be settled on a cashless basis unless they have been called for redemption and we have required all such warrants to be settled on that basis.

9

		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.
Initial securities		On January 28, 2008, Jules Haimovitz, Ronald C. Bernard, Mark J. Piegza and Edward D. Horowitz purchased, in the aggregate, 4,312,500 of our units from us for an aggregate purchase price of $25,000 in cash, or approximately $0.006 per unit, in a private placement. On March 18, 2008, William J. Bell, Stanley E. Hubbard and Tom Wertheimer purchased, in equal amounts, an aggregate of 215,616 of those units from Messrs. Haimovitz, Bernard, Piegza and Horowitz at their original cost. Also on March 18, 2008, John J. Sie, Shapiro Media, and Nicholas Toms purchased 655,500, 409,692 and 409,692 units, respectively, from Messrs. Haimovitz, Bernard, Piegza and Horowitz, in equal amounts from each of them, at their original cost. Each unit so purchased by our existing holders consists of one share of common stock and one warrant to purchase one share of common stock. Throughout this prospectus, we refer to the shares of common stock included in the units originally purchased by our existing holders prior to this offering as the initial shares and we refer to the warrants included in the units originally purchased by such existing holders prior to this offering as the initial warrants. We refer throughout this prospectus to the initial units, the initial shares and the initial warrants as the initial securities. The initial units and related components are identical to the units being sold in this offering and related components, except that:
				•		the existing holders are subject to the transfer restrictions described below;
				•		the initial units are immediately separable into initial shares and initial warrants;
				•		the existing holders have agreed to vote their initial shares in the same manner as a majority of the shares of our common stock are voted by our public stockholders in connection with the votes required to approve our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence and, as a result, will not be able to exercise conversion rights (as described below) with respect to their initial shares;
				•		the existing holders have agreed to waive their rights to participate in any liquidating

10

						distribution with respect to their initial shares if we fail to consummate our initial business combination;
				•		the initial warrants will not be redeemable by us so long as they are held by our existing holders or then permitted transferees;
				•		the initial warrants will not be exercisable unless and until (i) the closing price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading- day period beginning one year after the consummation of our initial business combination and (ii) there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants included in the units being sold in this offering and a current prospectus relating to the shares of common stock issuable upon exercise of such warrants; provided, that the initial warrants will not be exercisable so long as the public warrants are not exercisable; and
				•		the initial warrants will be exercisable at the option of the holder on a cashless basis so long as they are held by the existing holders or their permitted transferees.
		Of the 4,312,500 initial units, 562,500 units (representing 562,500 initial shares and 562,500 initial warrants) will be forfeited to us to the extent that the underwriters do not exercise their over- allotment option. If the over-allotment option is not exercised, all of such 562,500 units (or related shares of common stock and warrants) will be forfeited or, if the over-allotment option is exercised in part, then the number of such units (or related shares of common stock and warrants) that will be forfeited will be proportionate to the portion of the over-allotment option that is not exercised. After giving effect to such forfeiture and assuming no purchase of additional units in this offering, the initial shares owned by our existing holders will represent 20% of the total number of shares of our common stock outstanding after completion of this offering. If we determine that the size of the offering should be increased or decreased from the size set forth in this prospectus, a stock dividend, a reverse stock split or other adjustment, as applicable, would be effectuated in order to maintain our existing holders’ ownership percentage at 20% of the total number of shares of our common stock outstanding upon completion of this offering. We will not receive any cash payment in respect of any such adjustment.

11

		Pursuant to a registration rights agreement between us and the existing holders, the holders of each of our initial units, initial shares and initial warrants (including the shares of common stock to be issued upon exercise of the initial warrants) will be entitled to certain registration rights commencing one year after the consummation of our initial business combination.
		The existing holders have agreed, subject to certain exceptions described below, not to sell or otherwise transfer any of their initial securities (including the shares of common stock to be issued upon exercise of the initial warrants), without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, until one year after the date of the consummation of our initial business combination, unless, subsequent to our initial business combination, (i) the closing price of our common stock equals or exceeds $13.75 per share for any 20 trading days within any 30 trading-day period or (ii) we consummate a merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all of our stockholders having the right to exchange their shares of our common stock for cash, securities or other property (in which case a transfer would be permitted only to the extent necessary to participate in such exchange).
		Notwithstanding the foregoing, the existing holders will be permitted to transfer their initial securities (including the common stock to be issued upon exercise of the initial warrants) to permitted transferees who agree in writing to be bound to the transfer restrictions, agree to vote their initial shares in the same manner that the majority of the shares of our common stock voted by our public stockholders in connection with the vote required to approve our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence and waive any rights to participate in any liquidating distribution with respect to their initial shares if we fail to consummate our initial business combination. For so long as the initial securities (including the common stock to be issued upon exercise of the initial warrants) are subject to transfer restrictions, they will be held in an escrow account maintained by JPMorgan Chase Bank, N.A.
		Our executive officers, directors and existing holders have agreed to vote all shares of common stock purchased by them in this offering or in the secondary market (including shares of common stock included in any units so purchased) in favor of our initial business combination and the related

12

		amendment to our certificate of incorporation to provide for our perpetual existence.
		Permitted transferees of a holder means:
				•		immediate family members of the holder and trusts established by the holder for estate planning purposes and transferees by will or the laws of descent;
				•		current and former officers, directors, members and employees of the holder;
				•		affiliates of the holder;
				•		charitable organizations;
				•		our executive officers and directors; and
				•		transferees pursuant to a qualified domestic relations order.
Private placement warrants purchased through private placement		Our sponsors have agreed to purchase an aggregate of 3,750,000 private placement warrants from us at a price of $1.00 per warrant for an aggregate purchase price of $3,750,000 in a private placement that will occur immediately prior to the completion of this offering.
		The proceeds from the sale of the private placement warrants will be added to the net proceeds of this offering and the aggregate of such proceeds, other than $100,000 which will be used for our working capital, will be held in the trust account, together with the deferred underwriting discounts and commissions, pending consummation of our initial business combination on the terms described in this prospectus. If we do not consummate a business combination that meets the criteria described in this prospectus, then the purchase price of the private placement warrants will become part of any liquidating distribution to our public stockholders following our liquidation and dissolution.
		The private placement warrants to be purchased will be identical to the warrants included in the units being sold in this offering, except that the private placement warrants (i) will be exercisable at the option of the holder on a cashless basis so long as they are held by the original purchaser or its permitted transferees, (ii) are not subject to redemption by us so long as they are held by our existing holders or their permitted transferees and (iii) are subject, together with the shares of our common stock underlying such warrants, to the transfer restrictions described below. If the private placement warrants are exercised on a cashless basis, the number of shares of common stock issuable upon such exercise will be determined as provided above under “—Warrants—Redemption.” The

13

		private placement warrants will not be exercisable at any time when a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective or a current prospectus relating to such shares is unavailable.
		Our sponsors have agreed, subject to certain exceptions described below, not to transfer or sell any of the private placement warrants without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, until after we have consummated our initial business combination; provided, however, that transfers may be made to permitted transferees who agree in writing to be bound by such transfer restrictions. In addition, our sponsors and their permitted transferees will be permitted to transfer their private placement warrants in the event of a merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all of our stockholders having the right to exchange their shares of our common stock or other securities for cash, securities or other property subsequent to our consummation of our initial business combination (in which case a transfer would be permitted only to the extent necessary to participate in such exchange). For so long as the private placement warrants are subject to transfer restrictions, they will be held in an escrow account maintained by JPMorgan Chase Bank, N.A.
		Pursuant to the registration rights agreement, the holders of our private placement warrants (including the shares of common stock issuable upon exercise of those warrants) will be entitled to certain registration rights with respect to such securities after the consummation of our initial business combination.
Proposed AMEX symbols for our securities:
Units:		GEH.U
Common Stock:		GEH
Warrants:		GEH.WS
Offering proceeds to be held in the trust account		$147,915,470 of the net proceeds from this offering and the proceeds from the sale of the private placement warrants (approximately $9.86 per unit), or $169,627,970 (or approximately $9.83 per unit if the underwriters’ over-allotment option is exercised in full), will be placed in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee, pursuant to an agreement to be signed prior to the date of this prospectus. Of the proceeds held in the trust account, $5,250,000 (or $6,037,500 if the underwriters’ over-allotment option is exercised in full) representing deferred

14

		underwriting discounts and commissions will be paid to the underwriters upon consummation of our initial business combination (except with respect to those units as to which the underlying shares of our common stock are converted into cash by public stockholders who vote against our initial business combination that was approved). The proceeds held in the trust account will not be released until the earlier of (x) the consummation of our initial business combination on the terms described in this prospectus or (y) our liquidation, but the following amounts may be released to us from the trust account prior to such time: (i) interest income earned on the trust account balance to pay taxes; and (ii) interest income earned, after taxes payable, on the trust account of up to $2,150,000, subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option, to fund our working capital requirements, including, in such an event, the costs of our liquidation. See “Use of Proceeds.” All remaining proceeds held in the trust account, including interest income earned, after taxes payable, on the trust account, will be available for our use in consummating our initial business combination and for payment of the deferred underwriting discounts and commissions or will be released to public stockholders upon their exercise of conversion rights or released to public stockholders entitled to receive liquidating distributions upon our liquidation. Accordingly, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or any expenses which we may incur related to the investigation and selection of a target business or the negotiation of an agreement to consummate our initial business combination, including to make a down payment or deposit or fund a lock-up or “no-shop” provision with respect to a potential business combination, except from the $100,000 of net proceeds from this offering not held in the trust account and interest income earned, after taxes payable, on the trust account of up to $2,150,000, subject to adjustment, as described above. We may not use all of the funds then in the trust account in connection with our initial business combination, in which case any such unused funds will constitute working capital for our business after consummation of such business combination.
		The funds in the trust account may be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer

15

		to as the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.
Escrow of the securities of our existing holders		Upon completion of this offering, our existing holders and holders of the private placement warrants will place the securities of ours that they own prior to the completion of this offering, including the initial securities and the private placement warrants, into an escrow account maintained by JPMorgan Chase Bank, N.A., acting as escrow agent pursuant to an escrow agreement. These securities will not be transferable during the escrow period (as defined below), except for transfers to permitted transferees and subject to other limited exceptions. Any securities held by these transferees would remain subject to the escrow agreement. The initial securities will not be released from escrow until one year following our initial business combination, and the private placement warrants will not be released from escrow until the consummation of our initial business combination, each of which we refer to as an escrow period, unless (i) we were to complete a transaction after the consummation of our initial business combination which results in all of the stockholders of the combined entity having the right to exchange their shares of our common stock for cash, securities or other property (in which case a transfer would be permitted only to the extent necessary to participate in such exchange) or, (ii) in the case of the initial securities, the closing price of our common stock equals or exceeds $13.75 per share for any 20 trading days within any 30 trading-day period subsequent to our initial business combination.
Payments to our executive officers, directors and existing holders		There will be no compensation, fees or other payments paid to our executive officers, directors or existing holders or any of their respective affiliates prior to, or for any services they render in order to effectuate the consummation of, our initial business combination other than:
				•		repayment of a loan in an amount up to $150,000 that our sponsors currently intend to make prior to the completion of this offering to cover certain expenses relating to the offering contemplated by this prospectus;
				•		payments to Messrs. Bernard and Haimovitz of an aggregate monthly fee of $10,000 for general and administrative services, including office space, utilities, and secretarial support from the completion of this offering until the earlier of our consummation of a business combination or our liquidation. We believe

16

						that, based on rents and fees for similar services in the City of New York and Los Angeles, California, the fees charged by Messrs. Bernard and Haimovitz, respectively, are at least as favorable as we could have obtained from unaffiliated third parties; and
				•		reimbursement of out of pocket expenses incurred by our executive officers and directors in connection with activities on our behalf, such as identifying and investigating target businesses for our initial business combination, subject to the approval of our audit committee.
Conditions to consummating our initial business combination		Our initial business combination must occur with one or more target businesses or a portion of such business or businesses that have a fair market value, individually or collectively, of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of $5,250,000 (or $6,037,500 if the underwriters’ over-allotment option is exercised in full and after taxes payable)) at the time of such business combination. We will only consummate an initial business combination in which we become the controlling stockholder of the target. The key factor we will rely on in determining controlling stockholder status would be our acquisition of at least 50.1% of the voting equity interests of the target business. We will not consider any initial business combination that does not meet such criteria. Although we will not specifically focus on, or target, any transaction with any affiliated entities, we may pursue such a transaction if we determine that such affiliated entity meets our criteria for a business combination and such transaction is approved by a majority of our disinterested directors and we obtain an opinion from an independent investment banking firm that the business combination is fair, from a financial point of view, to our unaffiliated stockholders. Pursuant to our certificate of incorporation, any choice of a target business must be approved by a majority vote of our disinterested directors, in addition to obtaining the requisite stockholder approvals described herein.
The stockholders must approve our initial business combination		Pursuant to our certificate of incorporation, we will seek stockholder approval before we consummate our initial business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. We view this requirement as an obligation to our stockholders and neither we nor any of our executive officers or directors will recommend or take any action to amend or waive this provision in

17

		our certificate of incorporation. In connection with any vote required for our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence, our existing holders have agreed to vote all of the shares of common stock owned by them prior to the completion of this offering with respect to our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence in the same manner that the majority of the shares of common stock are voted by our public stockholders and, as a result, will not have any conversion rights. In addition, our executive officers, directors and existing holders have agreed that if they acquire shares of common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired) they will vote all such acquired shares in favor of our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence. As a result, they will also not have any conversion rights attributable to their shares of our common stock acquired in or following the completion of this offering. We will proceed with our initial business combination only if:
				•		a majority of the shares of our common stock voted by the public stockholders are voted in favor of the initial business combination;
				•		public stockholders owning up to one share less than 30% of the shares of common stock included in the units being sold in this offering both vote against our initial business combination and exercise their conversion rights as described below; and
				•		a majority of all of our outstanding shares of common stock are voted in favor of an amendment to our certificate of incorporation to provide for our perpetual existence as described below.
		If our executive officers, directors and existing holders acquire our units or shares of our common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired), our public stockholders would hold proportionately fewer shares. In such event, our public stockholders (other than our existing holders) would thus be able to convert proportionately fewer shares into a pro rata portion of the trust account, making it more likely that we might remain below the maximum 30% conversion

18

		rate permitted in connection with our initial business combination.
		As a result of the foregoing, the ability of our executive officers, directors and existing holders to acquire our units or shares of our common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired), vote the acquired shares in favor of our initial business combination and effectively reduce the number of shares that our other public stockholders may elect to convert into a pro rata portion of the trust account may allow us to consummate an initial business combination that otherwise would not have been approved.
		It is our intention to structure and consummate a business combination in which public stockholders owning up to one share less than 30% of the total number of shares of common stock included in the units being sold in this offering may exercise their conversion rights and the business combination would still go forward and be consummated. We may not amend or waive this 30% threshold without the unanimous vote of the holders of our outstanding shares of common stock. We view this threshold, which is set forth in our certificate of incorporation, as an obligation to our stockholders and neither we nor our executive officers or directors will recommend or take any action to lower this 30% threshold or waive this requirement.
Conversion rights for stockholders voting to reject our initial business combination		Public stockholders voting against our initial business combination will be entitled to elect to convert their shares of our common stock into cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (including the amount held in the trust account representing the deferred portion of the underwriting discounts and commissions) (initially approximately $9.86 per share, or approximately $9.83 per share if the underwriters’ over-allotment option is exercised in full), including any interest income earned on their pro rata share (after taxes payable and after release of up to $2,150,000 of interest income earned, subject to adjustment, after taxes payable, to fund working capital requirements), only if our initial business combination is approved and consummated. Public stockholders who convert their shares of our common stock into a pro rata share of the trust account will continue to have the right to exercise any warrants they may hold. If our proposed business combination is rejected by a stockholder vote, we may continue to try to consummate a business combination with a different target until 24 months from the date of this prospectus. Our

19

		executive officers, directors and existing holders will not be entitled to any conversion rights with respect to shares of our common stock held by them prior to the completion of this offering or with respect to any units purchased in this offering or any units or shares of common stock included in such units in the secondary market. Exercise of conversion rights by public stockholders would have the effect of reducing the amount distributed to us from the trust account for our initial business combination by up to approximately $44,374,631 (assuming conversion of the maximum of up to 4,499,999 of the eligible shares of our common stock) (or up to approximately $50,888,381 assuming the underwriters’ over-allotment option is exercised in full). We intend to structure and consummate any potential business combination in a manner such that our public stockholders holding up to 4,499,999 (or up to 5,174,999 assuming the underwriters’ over-allotment option is exercised in full) of our shares of common stock voting against our initial business combination could convert their shares to cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, and such business combination could still go forward.
		Notwithstanding the foregoing, a public stockholder, together with any affiliate or any other person with whom the public stockholder is acting in concert or as a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering. Under Section 13(d)(3) of the Exchange Act, a “group” includes generally two or more parties acting in concert in connection with acquiring, holding or disposing of securities of an issuer. Our management, at the time a proposed business combination is submitted for stockholder approval, will determine whether stockholders are acting as a group as well as whether, how and under what circumstances those stockholders may challenge such determination and/or the extent to which such determination shall be binding. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares owned by him, her or it. We believe this restriction will prevent stockholders from accumulating large blocks of common stock before the vote held to approve a proposed business combination and attempting to use their conversion rights as a means to force us or our management to purchase their stock at a significant premium to the then-current market price.

20

		Absent this provision, for example, a public stockholder who owns more than 10% of the shares of common stock included in the units being sold in this offering could threaten to vote against a proposed business combination and seek conversion, regardless of the merits of the transaction, if the shares are not purchased by us or our management at a premium to the then-current market price. By limiting each public stockholder’s ability to convert only up to 10% of the shares of common stock included in the units being sold in this offering, we believe we have limited the ability of a small group of public stockholders to unreasonably attempt to block a transaction that is favored by our other public stockholders. However, we are not restricting the public stockholders’ ability to vote any or all of their shares against the proposed business combination.
		An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and no later than the business day immediately preceding 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 initial business combination and the initial business combination is approved and consummated. In addition, at our option, we may require that, no later than the business day immediately preceding the vote on the business combination, the eligible stockholder must present written instructions to our transfer agent stating that the stockholder wishes to convert the shares of our common stock held by such stockholder into a pro rata share of the trust account and confirming that the stockholder has held those shares since the record date and will continue to hold them through the stockholder meeting and the closing of our initial business combination. We may also require eligible stockholders to tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System no later than the business day immediately preceding the vote on the proposed business combination. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker approximately $35 and it would be up to the broker whether or not to pass this cost on to the converting stockholder.
		The proxy soliciting materials that we will furnish to stockholders in connection with the vote for any

21

		proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, stockholders will have from the time we send out our proxy statement up until the business day immediately preceding the vote on the business combination to deliver their shares if they elect to exercise their conversion rights. This time period varies depending on the specific facts of each transaction. However, because the delivery process is within the stockholder’s control and, so long as the stockholder holds the securities in “street name” through a broker-dealer (rather than holding physical certificates registered in the stockholder’s name) and delivers those securities electronically, we believe that delivery can usually be accomplished by the stockholder in a relatively short time period simply by contacting the transfer agent or tendering broker and requesting delivery of the shares through the DWAC System; we believe this time period is sufficient for investors generally. However, because we do not have any control over the delivery process, it may take significantly longer than we anticipate and stockholders may not be able to exercise their conversion rights in time. In particular, delivery of physical certificates usually takes considerably longer than electronic delivery. Accordingly, we will only require stockholders to deliver their certificates prior to the vote if, in accordance with the AMEX’s proxy notification recommendations, the stockholders receive the proxy soliciting materials at least 20 days prior to the meeting.
		Any request for conversion, once made, may be withdrawn at any time prior to the vote taken with respect to a proposed business combination at the meeting held for that purpose. Furthermore, if a stockholder delivers a certificate for conversion and subsequently withdraws the request for conversion, the stockholder may simply request that the transfer agent return the certificate (physically or electronically).
		Voting against the initial business combination alone will not result in an election to exercise a stockholder’s conversion rights. A stockholder must also affirmatively exercise such conversion rights no later than the business day immediately preceding the vote taken with respect to the proposed initial business combination.
Certificate of Incorporation		As discussed below, there are specific provisions in our certificate of incorporation that may be amended only by the unanimous consent of our stockholders prior to the consummation of our initial business

22

		combination, including our requirements to seek stockholder approval of such a business combination and to allow our stockholders to seek conversion of their shares in accordance with the conditions specified in this prospectus if they vote against such a business combination. While we have been advised that such provisions limiting our ability to amend our certificate of incorporation may not be enforceable under applicable Delaware law, we view these provisions, in our certificate of incorporation, as obligations to our stockholders and our executive officers and directors have agreed that they will not recommend or take any action to amend or waive these provisions.
		Our certificate of incorporation also provides that we will continue in existence only until  , 2010. If we have not consummated our initial business combination by such date, our corporate existence will automatically cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally voted to approve our liquidation pursuant to Section 275 of the Delaware General Corporation Law. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and stockholders to formally vote to approve our liquidation and to have filed a certificate of dissolution with the Delaware Secretary of State). In connection with any proposed business combination we submit to our stockholders for approval, we will also submit to stockholders a proposal to amend our certificate of incorporation to provide for our perpetual existence, thereby removing the 24-month limitation on our corporate life. We will only consummate a business combination if stockholders vote both in favor of such business combination and our amendment to provide for our perpetual existence. The approval of the proposal to amend our certificate of incorporation to provide for our perpetual existence would require the affirmative vote of a majority of our outstanding shares of common stock. Our executive officers, directors and existing holders have agreed to vote all of the shares of our common stock owned by them prior to this offering in the same manner that the majority of the shares of common stock are voted by our public stockholders with respect to this amendment to our certificate of incorporation and to vote all shares of our common

23

		stock purchased by them in this offering or in the secondary market (including the shares of common stock included in any such units) in favor of this amendment. We view this provision terminating our corporate life by, 2010 as an obligation to our stockholders and our executive officers and directors have agreed that they will not recommend or take any action to amend or waive this provision to allow us to survive for a longer period of time except upon the consummation of our initial business combination.
Liquidation if no business combination		As described above, if we have not consummated a business combination by  , 2010, in accordance with our certificate of incorporation, our corporate existence will cease and we will promptly distribute to our public stockholders the amount in our trust account (including any interest income (after taxes payable) then remaining in the trust account), plus any remaining net assets.
		We cannot assure you that the per share distribution from the trust account, if we liquidate, will not be less than approximately $9.86 (or approximately $9.83 if the underwriters’ over-allotment option is exercised in full), plus interest income earned (after taxes payable) on funds then held in the trust account for the following reasons:
				•		Prior to liquidation, pursuant to Section 281 of the Delaware General Corporation Law, we will adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may potentially be brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time as well as provide for any claims that we believe could potentially be brought against us within the subsequent 10 years prior to distributing the funds held in the trust to our public stockholders. We cannot assure you that we will properly assess all claims that may potentially be brought against us. In addition, if we underestimate claims that may potentially be brought against us, our stockholders could potentially be liable for any claims of creditors to the extent of distributions received by them (but no more).
				•		We will seek to have all prospective target businesses we negotiate with, and all vendors, providers of financing, if any, prospective target business and other third

24

						parties that we engage or with whom we enter into an agreement after the offering, which we collectively refer to as the “contracted parties,” execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. However, there is no guarantee that they will execute these agreements nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable. Our existing holders (other than our independent directors) have agreed that, solely in the event of the liquidation of the trust account, they will be personally liable to us, severally, and not jointly, based on their respective proportionate ownership of the initial units owned by them, if and to the extent claims by third parties reduce the amounts in the trust account available for payment to our public stockholders in the event we are required to make a liquidating distribution to stockholders upon our liquidation and the claims are made by a vendor for services rendered or products sold to us, by a third party with which we entered into a contractual relationship following consummation of this offering (but in no event with respect to any claims by any lender or any other provider of financing to the Company) or by a prospective target business. A “vendor” refers to a third party that enters into an agreement with us to provide goods or services to us. However, the agreements entered into by our existing holders (other than our independent directors) specifically provide for two exceptions to the indemnity given: there will be no liability (1) as to any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid or unenforceable), or (2) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Furthermore, there could be claims from parties other than vendors or target businesses that would not be covered by the indemnity from our existing holders (other than our independent directors), such as stockholders and other claimants who are not parties in contract with us who file a

25

						claim for damages against us. We cannot assure you that the existing holders (other than our existing holders) will be able to satisfy their indemnification obligations.
				•		We expect that all costs associated with implementing our plan of liquidation as well as payments to any creditors will be funded out of the $100,000 of the net proceeds of this offering not held in the trust account and the up to $2,150,000 of interest income earned, subject to adjustment, after taxes payable, in the trust account that may be released to us. We estimate that our total costs and expenses for implementing and completing our liquidation will not exceed $125,000. This amount includes all costs and expenses relating to our liquidation and winding up. We believe that there should be sufficient funds available to us for our working capital to fund these costs and expenses from the proceeds not held in the trust account, plus interest income earned, after taxes payable on the trust account, although we cannot give you any assurance that such funds will, in fact, be sufficient for such purposes. If those funds are insufficient, our existing holders (other than our independent directors) have agreed, severally, and not jointly, based on their respective proportionate ownership of the initial units owned by them, to provide us with the funds necessary to complete such liquidation (currently anticipated not to exceed $125,000).
		For more information regarding the liquidation procedures and the factors that may impair our ability to distribute our assets, including stockholder approval requirements, or cause distributions to be less than approximately $9.86 per share, please see the sections entitled “Risk Factors—Risks Relating to the Company and the Offering—If third parties bring claims against us or if we are the subject of bankruptcy proceedings, the proceeds held in the trust account could be reduced and the per share liquidation price or conversion price received by our public stockholders could be less than approximately $9.86 per share,” “—Risks Relating to the Company and the Offering—Under Delaware law, the requirements and restrictions relating to this offering contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions,” “—Risks Relating to the Company and the Offering—Our stockholders

26

		may be held liable for claims by third parties against us to the extent of distributions received by them in our liquidation. Any liability may extend well beyond the third anniversary of the date of dissolution because we do not intend to comply with the procedures set forth in Section 280 of the Delaware General Corporation Law,” and “Proposed Business—Consummating an Initial Business Combination—Liquidation if No Business Combination.”
Audit Committee		We have established and will maintain an audit committee which initially will be composed of a majority of independent directors and will be within one year composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management—Committees of the Board of Directors—Audit Committee.”

Risks

We are a newly formed company that has conducted no operations and has generated no revenues. Until we consummate our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in the units being sold in this offering, you should take into account not only the business experience of our executive officers and directors, but also the special risks we face as a blank check company and the risks associated with any industry that our target business is in, including reliance on our management’s ability to choose an appropriate target business, either conduct due diligence or monitor due diligence conducted by others or negotiate a favorable price and other terms, potential conflicts of interest with our sponsors and the substantial influence that our sponsors may exercise over us and actions to be considered by our stockholders as a result of ownership of the initial securities. In addition, you will experience immediate and substantial dilution from the purchase of the units being sold in this offering. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act and, therefore, you will not be entitled to the protections normally afforded to investors in Rule 419 blank check offerings. Further, our existing holders’ 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. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 30 of this prospectus.

27

SUMMARY FINANCIAL DATA

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

The “as adjusted” information gives effect to the sale of the units we are offering pursuant to this prospectus and the receipt of $3,750,000 from the sale of the private placement warrants to be completed immediately prior to the completion of this offering, including the application of the estimated net proceeds. The “as adjusted” working capital and “as adjusted” total assets exclude $5,250,000 (assuming no exercise of the underwriters’ over-allotment option) being held in the trust account representing deferred underwriting discounts and commissions.

The “as adjusted” working capital and total assets amounts include $100,000 of the net proceeds from this offering and proceeds from the sale of the private placement warrants to fund a portion of our working capital which will not be held in the trust account. The “as adjusted” working capital and total assets amounts include the $142,665,470 (which is net of deferred underwriting discounts and commissions of $5,250,000, assuming no exercise of the underwriters’ over-allotment option) that will be held in the trust account following the completion of this offering, which will be distributed upon consummation of our initial business combination (i) to any public stockholders who exercise their conversion rights and (ii) to us in the amount remaining in the trust account (after taxes payable, and after interest income earned up to $2,150,000, subject to increase in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option, on the trust balance that may be released to us to fund our working capital requirements) following the payment to any public stockholders who exercise their conversion rights and payment of deferred discounts and commissions to the underwriters. All such proceeds will be distributed from the trust account only upon the consummation of our initial business combination meeting the criteria described in this prospectus. If such a business combination is not so consummated within 24 months after completion of this offering, we will liquidate and the proceeds held in the trust account, including the deferred underwriting discounts and commissions and all interest income thereon, after taxes payable and after interest income earned, after taxes payable, of up to $2,150,000, subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option, on the trust account balance previously released to us to fund our working capital requirements, will be distributed to our public stockholders as part of a plan of distribution after satisfaction of all our then outstanding liabilities.

We will not proceed with an initial business combination that is otherwise approved by our stockholders as required below if (i) public stockholders owning 30% or more of the shares of our

28

common stock that are included in the units being sold in this offering both vote against the business combination and exercise their conversion rights or (ii) the amendment to our certificate of incorporation providing for our perpetual existence is not approved by the affirmative vote of a majority of our outstanding shares of common stock. We will not propose to our stockholders any transaction that is conditioned on a threshold of holders of shares of our common stock held by the public stockholders exercising their conversion rights that is lower than the 30% threshold described above. Accordingly, we may consummate an initial business combination only if (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the initial business combination, (ii) public stockholders owning up to one share less than 30% of the shares of our common stock included in the units being sold in this offering both vote against the initial business combination and exercise their conversion rights and (iii) a majority of the outstanding shares of our common stock are voted in favor of the amendment to our certificate of incorporation to provide for our perpetual existence. If this occurred, holders of up to one share less than 30% of the shares of common stock sold in this offering, or 4,499,999 shares of common stock (or 5,174,999 if the underwriters exercise their over-allotment option in full), could convert such shares into cash at an initial per share conversion price of approximately $9.86 (or approximately $9.83 if the underwriters exercise their over-allotment option in full), except to the extent limited as described under “Risk Factors—Risks Relating to the Company and the Offering—Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a group, will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering.” The actual per share conversion price will be equal to the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including accrued interest income thereon, after taxes payable and after interest income earned, after taxes payable, on the trust account balance previously released to us as described above, as of two business days prior to the proposed consummation of the initial business combination, divided by the number of shares of common stock included in the units sold in this offering.

It is our intention to structure and consummate a business combination in which public stockholders owning up to one share less than 30% of the total number of shares sold in this offering may exercise their conversion rights and the business combination would still go forward and be consummated. We may not amend or waive this 30% threshold without the unanimous vote of the holders of our outstanding shares of common stock. We view this threshold, which is set forth in our certificate of incorporation, as an obligation to our stockholders and neither we nor our executive officers or directors will recommend or take any action to lower this threshold or waive this requirement.

In connection with any vote to approve our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence, our existing holders have agreed to vote all of the shares of common stock held by them prior to the completion of this offering, if any, in the same manner that the majority of the shares of common stock are voted by our public stockholders and, as a result, will not be entitled to any conversion rights with respect to those shares. In addition, our executive officers, directors and existing holders also have agreed that if they acquire shares of common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired) they will vote all such acquired shares in favor of our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence, thereby removing the 24-month limitation on our corporate life. As a result, our executive officers, directors and existing holders will also not be entitled to any conversion rights in respect of those shares acquired in or following the completion of this offering.

29

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the 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, prospects, financial condition and results of operations may be adversely affected. In that event, the trading price of our securities could decline, and you could lose all or a part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the material risks described below.

Risks Relating to the Company and the 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 units and the sale of the private placement warrants. Because 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 consummate our initial business combination with one or more businesses or a portion of such business or businesses. We do not have any specific business combination under consideration, and we have neither identified, nor been provided with the identity of, any prospective target businesses. Neither we nor any representative acting on our behalf have had any contacts or discussions, whether formal or informal, with any prospective target business regarding our initial business combination or taken any direct or indirect measures to locate a specific target business or consummate our initial business combination. As a result, you have a limited basis upon which to evaluate whether we will be able to identify an attractive target business. We will not generate any operating revenues until, if at all, after the consummation of our initial business combination. We cannot assure you as to when, or if, our initial business combination will occur.

The notes to our financial statements reference substantial doubt about our ability to continue as a “going concern.”

As of January 31, 2008, we had $25,000 in cash and working capital of $10,000. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate a business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

We may not be able to consummate our initial business combination within the required time frame, in which case we will be required to liquidate our assets.

We must consummate an initial business combination with one or more businesses, or a portion of such business or businesses, with a fair market value, individually or collectively, at least equal to 80% of the balance in the trust account at the time of our initial business combination (less the deferred underwriting discounts and commissions of $5,250,000, or $6,037,500 if the underwriters’ over-allotment option is exercised in full, and taxes payable) within 24 months after the completion of this offering. If we fail to consummate our initial business combination meeting such criteria within the required time frame, in accordance with our certificate of incorporation, our corporate existence will terminate, except for purposes of liquidation and winding up. Because we do not have any specific business combination under consideration and we have neither identified nor been provided with the identity of any specific target business or taken any measures to locate a specific

30

target business or consummate our initial business combination, we may not be able to find a suitable target business or businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target business may be reduced as we approach the deadline for the consummation of our initial business combination.

If we are required to liquidate without consummating our initial business combination, our public stockholders may receive less than $10.00 per share upon distribution of the funds held in the trust account and our warrants will expire with no value.

If we are unable to consummate our initial business combination meeting the criteria described herein within 24 months from the completion of this offering and are required to liquidate, the per share liquidation amount may be less than $10.00 because of the expenses related to this offering, our general and administrative expenses, the anticipated costs associated with seeking our initial business combination, satisfaction of our then outstanding liabilities and costs associated with our liquidation. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire with no value if we liquidate before the consummation of our initial business combination.

While we are not permitted to access funds in the trust account for operating expenses and costs associated with investigating a business combination, up to $2,150,000, subject to adjustment, of interest income on the trust balance, after taxes payable, may be released to us to fund our working capital requirements, including the costs of investigating and pursuing a business combination transaction, expenses associated with our liquidation and other miscellaneous items. If this offering were subject to Rule 419 promulgated under the Securities Act, the interest and dividends on the proceeds held in the trust account would be held for the sole benefit of the purchasers of our securities. A liquidating distribution will be no more than approximately $9.86 per share (not including gains on interest, if any, on the trust account and assuming the underwriters do not exercise their over-allotment option) because offering expenses and underwriting discounts and commissions totaling approximately $5,734,530 will be deducted immediately from the gross proceeds of this offering. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire with no value if we liquidate before the consummation of our initial business combination.

If we are unable to consummate our initial business combination, our public stockholders will likely be forced to wait the full 24 months before receiving liquidating distributions.

We have 24 months from the completion of this offering in which to consummate our initial business combination meeting the criteria described herein. We have no obligation to return funds in the trust account to investors prior to such date unless we consummate our initial business combination prior thereto and only then to those investors that have both voted against the business combination and requested conversion of their shares in the manner described herein. Only after the expiration of this 24-month period will public stockholders be entitled to liquidating distributions if we are unable to consummate our initial business combination. Accordingly, funds in the trust account will be unavailable to public stockholders until such time.

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

When we seek stockholder approval of our initial business combination, we will offer each public stockholder (excluding our existing holders) the right to have his, her or its shares of common stock converted to cash if the public stockholder votes against the business combination and the business combination is approved and consummated. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his, hers or it or any other person with whom he, she or it is acting in concert or as a group, within the meaning of Section 13(d)(3) of the Exchange Act, will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering. Our management, at the time a

31

proposed business combination is submitted for stockholder approval, will determine whether stockholders are acting as a group as well as whether, how and under what circumstances those stockholders may challenge such determination and/or the extent to which such determination shall be binding. Accordingly, if you purchase more than 10% of the shares of common stock included in the units being sold in this offering, vote all of your shares against a proposed business combination and such proposed business combination is approved and consummated, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold the balance of the shares in excess of 10% of the shares of common stock included in the units being sold in this offering or sell them in the secondary market. We cannot assure you that the value of the excess shares will appreciate over time following a business combination or that the market price of our common stock will exceed the per share conversion price. Furthermore, this limitation could result in fewer available funds being released from the trust account upon conversion and, as a result, make it easier to fund our initial business combination.

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

When we seek stockholder approval of our initial business combination, we will offer each public stockholder (other than our existing holders) the right to elect to have his, her or its shares of common stock converted to cash if such public stockholder votes against the initial business combination and the initial business combination is approved and consummated, except as specified under “—Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a group, will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering.” As a result, such a public stockholder must both vote against such business combination and exercise his, her or its conversion rights to receive a pro rata portion of the trust account. Accordingly, if our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public stockholders may exercise their conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund the acquisition of our initial business combination in case a larger percentage of public stockholders exercise their conversion rights than we expect. Additionally, even if our initial business combination does not require us to use substantially all of our cash to pay the purchase price, conversions beyond any expected amount would result in less cash available for ongoing working capital or other needs. Because we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Therefore, we may not be able to consummate our initial business combination if it requires us to use all of the funds held in the trust account as part of the purchase price unless we obtain third party financing, as to which no assurance can be given, and if such financing involves debt, our leverage ratio may not be optimal for our business combination and, if such financing involves issuances of equity, it may be dilutive to our public stockholders. This may limit our ability to effectuate the most attractive business combination available to us.

A public stockholder who abstains from voting will lose the ability to receive a pro rata share of the funds in the trust account if we consummate our initial business combination.

Prior to the consummation of our initial business combination, we will submit the transaction to our stockholders for approval, even if the nature of the business combination is such as would not ordinarily require stockholder approval under applicable Delaware law. If we achieve a quorum for the meeting, only stockholders who exercise their right to vote will affect the outcome of the stockholder vote. Abstentions are not considered to be voting “for” or “against” the transaction. Any public stockholder who abstains from voting would be bound by the decision of the majority of stockholders who do vote. As a result, an abstaining public stockholder will lose the ability to receive a pro rata share of the trust account, including interest income thereon (after taxes payable and after release of up to $2,150,000 (subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option) of interest income earned, after taxes payable, thereon to fund working capital requirements, which would be available to a

32

public stockholder (other than our existing holders) that both votes against our initial business combination and exercises its conversion rights. If this offering were subject to Rule 419 promulgated under the Securities Act, the interest and dividends on the proceeds held in the trust account would be held for the sole benefit of the purchasers of our securities.

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

We may require public stockholders who wish to exercise their conversion rights regarding their shares in connection with a proposed business combination to either tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System no later than the business day immediately preceding the vote taken at the stockholder meeting relating to such business combination. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, The Depository Trust Company and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over the process, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a relatively short time to deliver shares through the DWAC System, we cannot assure you of this fact. If it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to exercise their conversion rights may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares. Accordingly, we will only require stockholders to deliver their certificates prior to the vote if, in accordance with the AMEX’s proxy notification recommendations, stockholders receive the proxy soliciting materials at least 20 days prior to the meeting.

We will not proceed with our initial business combination if public stockholders owning in the aggregate 30% or more of the shares of common stock included in the units being sold in this offering exercise their conversion rights. This provision may make it easier for us to have an initial business combination approved over stockholder dissent.

We will not proceed with our initial business combination if public stockholders owning in the aggregate 30% or more of the shares of common stock included in the units being sold in this offering exercise their conversion rights. Accordingly, the public stockholders owning in the aggregate one share less than 30% of the shares of common stock included in the units being sold in this offering may exercise their conversion rights and we could still consummate a proposed business combination. We have set the conversion percentage at one share less than 30% (rather than the 20% conversion percentage that had until recently been customary in similar offerings) in order to reduce the likelihood that a small group of investors holding a block of our common stock will be able to stop us from completing a business combination that may otherwise be approved by a large majority of our public stockholders. As a result of this change and the restrictions with regard to any stockholder converting more than 10% of the shares of common stock included in the units sold in this offering, it may be easier for us to consummate a business combination even in the face of a strong stockholder dissent, thereby negating some of the protections of having a lower conversion threshold to public stockholders. Furthermore, the ability to consummate a transaction despite stockholder disapproval in excess of what would be permissible in a traditional blank check offering may be viewed negatively by potential investors seeking stockholder protections consistent with other similar offerings.

We may need to raise additional funds in order to consummate our initial business combination and may be unable to arrange financing on favorable terms.

Our business combination may require us to use substantially all of our cash to pay the purchase price. In such a case, because we will not know how many public stockholders may exercise their conversion rights, we may need to arrange for third party financing to help fund our

33

business combination in case a larger percentage of public stockholders exercise their conversion rights than we expect. Additionally, even if our business combination does not require us to use substantially all of our cash to pay the purchase price, if a significant number of public stockholders exercise their conversion rights, we will have less cash available to use in furthering our business plans following a business combination and may need to arrange third party financing. We have not taken any steps to secure third party financing for either situation, and we cannot assure you that we would be able to obtain such financing on favorable terms, or at all. Further, the United States credit markets have recently experienced significant dislocations and liquidity disruptions which have caused credit spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Continued uncertainty in the credit markets may negatively impact our ability to access debt financing on reasonable terms, or at all.

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

Because the net proceeds of this offering are intended to be used to consummate a business combination with a target business that has not been identified, we may be deemed to be a blank check company under U.S. federal securities laws. However, because we expect that our securities will be listed on the AMEX, a national securities exchange, and we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, which we refer to as the SEC, promptly following completion of this offering that includes an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419 under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we are not subject to those rules, including Rule 419, our units will be immediately tradable and we will have a longer period of time to consummate a business combination than we would if we were subject to those rules. For a more detailed comparison of this offering to offerings under Rule 419, see the section entitled “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

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

We must conduct a due diligence investigation of the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance, and legal professionals who must be involved in the due diligence process. We may have limited time to conduct such due diligence due to the requirement that we consummate our initial business combination within 24 months after the consummation of this offering. Even if we conduct extensive due diligence on a target business with which we combine, this diligence may not reveal all material issues that may affect a particular target business, and factors outside the control of the target business and outside of our control may arise later. In addition, in pursuing our acquisition strategy, we may seek to effect our initial business combination with one or more privately held companies. Because little public information exists about these companies, we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information.

If our diligence fails to identify issues specific to a target business, industry, or the environment in which the target business operates, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges or expenses that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing in connection with a business combination or thereafter.

34

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

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

Our certificate of incorporation requires that we obtain the unanimous consent of our stockholders to amend certain of the above provisions. However, the validity of unanimous consent provisions under Delaware law has not been settled. A court could conclude that the unanimous consent requirement constitutes a practical prohibition on amendment in violation of the stockholders’ implicit rights to amend the corporate charter. In that case, some or all of the above provisions could be amended without unanimous consent 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 our executive officers and directors have agreed that they will not recommend or take any action to waive or amend any of these provisions that would take effect prior to the consummation of our initial business combination.

35

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

Identifying, executing and realizing attractive returns on business combinations is highly competitive and involves a high degree of uncertainty. We expect to encounter intense competition for a potential target business from other entities having a business objective similar to ours, including venture capital funds, leveraged buyout funds, operating businesses and other entities and individuals, both foreign and domestic. Many of these competitors are well established and have extensive experience in identifying and consummating business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. Furthermore, over the past several years, other blank check companies have been formed, some of which have similar investment objectives as ours, and a number of such companies have grown in size. Additional investment funds and blank check companies with similar investment objectives as ours may be formed in the future and these funds and companies may have substantially more capital and may have access to and utilize additional financing on more attractive terms. While we believe that there are numerous potential target businesses with which we could combine using the net proceeds of this offering and the proceeds from the sale of the private placement warrants, together with additional financing, if available, our ability to compete in combining with certain sizeable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing a business combination with certain target businesses. In addition:

Any of these factors may place us at a competitive disadvantage in consummating our initial business combination on favorable terms, or at all.

To the extent that our initial business combination entails the contemporaneous combination with more than one business or portions of businesses, we may not have sufficient resources,

36

financial or otherwise, to effectively and efficiently conduct adequate due diligence and negotiate definitive agreements on terms most favorable to our stockholders. In addition, because our initial business combination may be with different sellers, we will need to convince such sellers to agree that our purchase of their businesses is contingent upon the simultaneous closings of the other acquisitions.

Because there are numerous blank check companies similar to ours seeking to consummate an initial business combination, it may be more difficult for us to consummate our initial business combination.

Based on publicly available information, as of April 1, 2008, approximately 155 similarly structured blank check companies have completed initial public offerings since the beginning of 2004, and numerous others have filed registration statements. Of these 155 similarly structured blank check companies, only 47 have consummated a business combination, while 24 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combinations, and another 11 will be or have liquidated. Accordingly, there are approximately 73 blank check companies with approximately $13.3 billion in trust and potentially an additional 66 blank check companies with approximately $13.9 billion in trust that have filed registration statements and are seeking or will be seeking to complete business combinations. While some of these companies have specific industries in which they must identify a potential target business, a number of these companies may consummate a business combination in any industry or geographic location they choose. As a result, we may be subject to competition from these and other companies seeking to consummate a business combination within any of our target sectors, which, in turn, will result in an increased demand for companies in these industries. Because of this competition, we may not be able to effectuate our initial business combination within the required time period. Further, the fact that only 71 of such companies have either consummated a business combination or entered into a definitive agreement for a business combination may indicate that there are fewer attractive target businesses available to such entities or that many target businesses are not inclined to enter into these types of transactions with publicly held blank check companies like ours.

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

We believe that the $100,000 available to us outside of the trust account upon completion of this offering and interest income earned, after taxes payable, of up to $2,150,000 (subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option) on the balance of the trust account that we expect to be available to us will be sufficient to cover our working capital requirements for the next 24 months, including expenses incurred in connection with our initial business combination, based upon our executive officers’ estimate of the funds required for these purposes. If this offering were subject to Rule 419 promulgated under the Securities Act, the interest and dividends on the proceeds held in the trust account would be held for the sole benefit of the purchasers of our securities. This estimate 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 our initial business combination or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. Moreover, a decline in interest rates applicable to amounts included in the trust account could limit the funds available to fund our search, to pay our tax obligations and to complete the initial business combination. See “—A decline in interest rates could limit the funds available to fund our search for a target business or businesses because we will depend on interest income earned on the trust account to fund our search and our working capital requirements and to pay our tax obligations.” If we do not have sufficient proceeds available to cover our expenses, we may be required to obtain additional financing from our existing holders or third parties. Such additional financing may include loans from third parties or additional sales of our securities, although we currently have no arrangements to obtain any such financing, and no party is under any obligation to make such financing available to us. We would seek to have any third party lenders

37

waive claims to any monies held in the trust account for the benefit of the public stockholders. The indemnity obligation of our existing holders (other than our independent directors) to reimburse the trust account will not cover any claims made by such lenders. We may not be able to obtain additional financing. None of our existing holders are obligated to provide any additional financing in the amounts needed, or at all, and the terms (including cost) of any financing that is obtained may be unduly burdensome and restrictive. If we do not have sufficient proceeds to fund our initial business combination and are unable to obtain additional financing, we may be required to liquidate prior to consummating our initial business combination.

A decline in interest rates could limit the funds available to fund our search for a target business or businesses because we will depend on interest income earned on the trust account to fund our search and our working capital requirements and to pay our tax obligations.

Of the net proceeds of this offering and the proceeds from the sale of the private placement warrants, only $100,000 will be available to us initially outside the trust account to fund our working capital requirements. We will depend on sufficient interest income being earned on the proceeds held in the trust account to provide us with additional working capital in order to identify one or more target businesses and to negotiate and obtain approval of our initial business combination, as well as to pay any tax obligations that we may owe. The funds in the trust account may be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.

While we are entitled to have released to us for such purposes certain interest income earned on the funds in the trust account, a substantial decline in interest rates may result in our having insufficient funds available with which to locate, structure, negotiate and obtain approval of our initial business combination. In such event, we may need to seek to borrow funds or issue securities for such purposes, as to which no assurance can be given, or may be forced to liquidate. No party is under any obligation to advance funds to us in the future.

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

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

38

We did not establish the size of this offering based on any specific market data, prospective target business or pre-determined amount. Rather, we agreed to the offering size based on, among other things, a combination of the following:

Our initial business combination must be with one or more businesses, or a portion of such business or businesses, whose fair market value, individually or collectively, is equal to at least 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable) at the time of such business combination. Accordingly, prior to 24 months following the completion of this offering, we will seek to consummate our initial business combination with a business or businesses whose fair market value is equal to at least approximately $114,132,376, assuming no exercise of the underwriters’ over-allotment option. The actual amount of consideration which we will be able to pay for our initial business combination will depend on whether we choose, or are able, to pay a portion of our initial business combination consideration with shares of our common stock or if we are able to finance a portion of the consideration with shares of our common stock or with debt or other equity financing and the number of shares of common stock that are convertible into a pro rata share of the amount then on deposit in the trust fund as described below under “Proposed Business—Consummating an Initial Business Combination—Conversion Rights.” Although these factors were considered, the determination of our per unit offering price and aggregate proceeds was more arbitrary than typically would be the case if we were an operating company, as it is based on our executive officers’ estimate of the amount needed to fund our operations for the next 24 months and to consummate our initial business combination, because we have no operating history or financial results. In addition, because we have not identified any specific target businesses, management’s assessment of the financial requirements necessary to consummate our initial business combination may prove to be inaccurate, in which case we may not have sufficient funds to consummate our initial business combination and we will be required to either find additional financing, as to which no assurance can be given, or liquidate and distribute funds then held in the trust account to public stockholders.

If third parties bring claims against us or if we are the subject of bankruptcy proceedings, the proceeds held in the trust account could be reduced and the per share liquidation or conversion price received by our public stockholders could be less than approximately $9.86 per share.

Placing the funds in a trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, providers of financing, if any, prospective target businesses and other entities with whom we execute 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, we are not obligated to obtain a waiver from any potential creditor or potential target business and there is no guarantee that they will agree to provide such a waiver, which will not be a condition to our doing business with anyone. We will seek to secure waivers that we believe are valid and enforceable, but it is possible that a waiver may later be found to be invalid or unenforceable. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Accordingly, the proceeds held in the trust account could be subject to claims that would take priority over the claims of our public stockholders and the per share liquidating distribution or payment upon conversion of your shares could be less than the approximately $9.86, plus accrued interest expected to be held in the trust account upon completion of this offering (assuming no exercise of the underwriters’ over-allotment option) as a result of such claims. If we are unable to consummate our initial business combination and are required to liquidate, our existing holders (other than our

39

independent directors) have agreed that, solely in the event of the liquidation of the trust account, they will be liable to us severally, and not jointly, based on their respective proportionate ownership of the initial units owned by them, if and to the extent claims by third parties reduce the amounts in the trust account available for payment to our public stockholders in the event we are required to make a liquidating distribution to stockholders upon our liquidation and the claims are made by a vendor for services rendered or products sold to us, by a third party with which we entered into a contractual relationship following consummation of this offering (but in no event with respect to any claims by any lender or any other provider of financing to the Company) or by a prospective target business. A “vendor” refers to a third party that enters into an agreement with us to provide goods or services to us. However, the agreements entered into by our existing holders (other than our independent directors) specifically provide for two exceptions to the indemnity given: there will be no liability (1) as to any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid or unenforceable), or (2) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Furthermore, there could be claims from parties other than vendors or target businesses that would not be covered by the indemnity from our existing holders, such as stockholders and other claimants who are not parties in contract with us who file a claim for damages against us. Based on representations made to us by each of our existing holders (other than our independent directors), we currently believe that each of them is capable of funding a shortfall in our trust account to satisfy such existing holder’s foreseeable indemnification obligations. However, we have not asked them to reserve for such an eventuality. We cannot assure you that our existing holders will be able to satisfy their indemnification obligations or that the proceeds in the trust account will not be reduced by such claims.

Our existing holders (other than our independent directors) are severally and not jointly indemnifying us for some third party claims against the trust account which could reduce the per share liquidation or conversion price received by our public stockholders to less than approximately $9.86 per share. Several indemnity may be inadequate to provide full indemnity where, and to the extent that, any indemnitor fails to satisfy his or its respective indemnification obligations and thus exposes the amounts in the trust account to unsatisfied claims.

Our existing holders (other than our independent directors) have agreed, severally and not jointly, solely in the event of the liquidation of the trust account, based on their respective proportionate ownership of the initial units owned by them (the adjusted percentage for each of Messrs. Haimovitz, Bernard, Horowitz, Piegza and Sie is 16% and for each of Shapiro Media and Mr. Toms is 10%) to indemnify us against claims made by a vendor for services rendered or products sold to us, by a third party with which we entered into a contractual relationship following the consummation of this offering (but in no event with respect to any claims by any lender or any other provider of financing to the Company) or by a prospective target business (in each case, as described above), in each case only to the extent necessary to ensure that the amounts in the trust account are not reduced by claims made by such party to the extent that the payment of such debts actually reduces the amount in the trust account payable to our public stockholders in the event we are required to make a distribution to stockholders upon our liquidation. In light of this several indemnity, if one or more of our existing holders fails to pay all or a portion of his or its indemnification obligations and our board of directors fails to take successful action against such existing holder or existing holders, there will be a shortfall in the amount of the reimbursement to the extent of such non-payment. No existing holder will be obligated to contribute to pay any indemnification shortfall from any other existing holder. For example, if a valid third party claim for which our existing holders had agreed to indemnify us is brought against the trust account which reduces the amount available for distribution upon our liquidation to our public stockholders by $1 million and only one of our existing holders is unable to satisfy his or its indemnification obligations, the trust account will be indemnified for $840,000, if such existing holder’s adjusted percentage is 16%, and $900,000, if such existing holder’s adjusted percentage is 10%. Based on representations made to us by each of our existing holders (other than our independent directors), we currently believe that each of them is capable of funding a shortfall in our trust account to satisfy such

40

existing holder’s foreseeable indemnification obligations. However, we have not asked them to reserve for such an eventuality. We cannot assure you that our existing holders will be able to satisfy their indemnification obligations or that the proceeds in the trust account will not be reduced by such claims. Because the indemnity by our existing holders (other than our independent directors) is several and not joint, the risk of not obtaining full indemnification or a reduction of the proceeds in the trust account as a result of claims may be greater than where each existing holder would be liable for the full amount of the claim. Several indemnity may be inadequate to provide full indemnity where, and to the extent that, any indemnitor fails to satisfy his or its respective indemnification obligations and thus exposes the amounts in the trust account to unsatisfied claims.

If the waivers of claims against the trust account are held to be unenforceable, the proceeds held in the trust account could be reduced and the per share liquidation or conversion price received by our stockholders could be less than approximately $9.86 per share.

Although we will seek to have all vendors, providers of financing, if any, prospective target businesses and other entities with whom we execute 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, such waivers may later be found to be invalid or unenforceable. The agreements entered into by our existing holders (other than our independent directors) specifically provide for two exceptions to the indemnity given: there will be no liability (i) as to any claimed amounts owed to a third party who executed a waiver (even if such waiver is subsequently found to be invalid or unenforceable), or (ii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. As a result, such claims may be paid out of the funds available in the trust account and the resulting amount of funds in the trust account available for distribution to our public stockholders will be reduced and the per share liquidation distribution or payment upon conversion will be less than the approximately $9.86 expected to be held in the trust account upon completion of this offering (assuming no exercise of the underwriters’ over-allotment option).

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

Our existing holders (other than our independent directors) have agreed severally, and not jointly, solely in the event of the liquidation of the trust account, based on their respective proportionate ownership of the initial units owned by them, to indemnify us against claims made by a vendor for services rendered or products sold to us, a third party with which we entered into a contractual relationship following the consummation of this offering (but in no event with respect to any claims by any lender or any other provider of financing to the Company) or by a prospective target business (in each case, as described above), in each case only to the extent necessary to ensure that the amounts in the trust account are not reduced by claims made by such party to the extent that the payment of such debts actually reduces the amount in the trust account payable to our public stockholders in the event we are required to make a liquidating distribution to stockholders upon our liquidation. In the event that the proceeds in the trust account are reduced and any existing holder asserts that he or it is unable to satisfy his or its respective obligation or that he or it has no indemnification obligation related to a particular claim, our independent directors would determine whether we would take legal action against such existing holder to enforce such person’s indemnification obligation. While we currently expect that our independent directors would take action on our behalf against any existing holder to enforce such person’s indemnification obligations, it is possible that our independent directors in exercising their business judgment may choose not to do so in a particular instance. If our independent directors choose not to enforce the indemnification obligations of any of our existing holders, the amount of funds in the trust account available for distribution to our public stockholders will be reduced and the per share liquidation distribution or payment upon conversion will be less than the approximately $9.86 expected to be held in the trust account upon completion of this offering (assuming no exercise of the underwriters’ over-allotment option).

41

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in our liquidation. Any liability may extend well beyond the third anniversary of the date of distribution because we do not intend to comply with the procedures set forth in Section 280 of the Delaware General Corporation Law.

We have 24 months after the completion of this offering in which to consummate our initial business combination. We have no obligation to return funds to our stockholders prior to such date unless we consummate a business combination before then, and only then in cases where stockholders have voted against our initial business combination and sought conversion of their shares in connection with a stockholder vote to approve our initial business combination. Only after the expiration of this time period will public stockholders be entitled to liquidating distributions if we are unable to complete a business combination. Accordingly, the funds held in our trust account may be unavailable to stockholders until such date.

If we are unable to consummate our initial business combination within 24 months after the completion of this offering, our corporate existence will cease, except for the purposes of winding-up our affairs and liquidating. Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period from the date of the last notice of rejection given by the corporation before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution (unless such three-year period is extended by the Delaware Court of Chancery). However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after the expiration of the 24-month period and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the Delaware General Corporation Law to adopt a plan of distribution that will provide for the 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 potentially be brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or those that we believe could potentially be brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may potentially be brought against us. If we underestimate claims that may potentially be brought against us, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) in a liquidation and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. In addition, because we are required to dissolve before the funds from the trust can be distributed to our stockholders, there could be time delays in making such a distribution. 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 that we engage after the completion of this offering (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. We intend to have all vendors that we engage after the completion of this offering 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, although no assurance can be given that such parties will execute such agreements or that such agreements will be enforceable. Furthermore, we cannot assure you that we will properly assess all claims that may potentially be brought against us. If we underestimate claims that may potentially be brought against us, our stockholders could potentially be liable for any claims to the extent of distributions (but not more)

42

received by them in a liquidation and any liability of our stockholders may extend well beyond the third anniversary of such liquidation.

If we are required to file a bankruptcy case or an involuntary bankruptcy case is filed against us, which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after  , 2010 if we have failed to consummate our initial business combination, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. In addition, our directors may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, thereby exposing themselves and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure that claims will not be brought against us for these reasons.

Because we have not selected any specific target businesses, you will be unable to ascertain the merits or risks of any particular target business’ operations.

We may consummate a business combination with an operating company in the media and entertainment and related industries, but will not limit the pursuit of acquisition opportunities only within those industries. Because we have not yet identified or approached any specific target business with respect to a business combination, there is no basis on which to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a undercapitalized entity. Although our executive officers and directors 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 due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition target. Except for the limitation that a target business is required have a fair market value of at least 80% of the balance in the trust account (excluding the amount held in the trust account representing deferred underwriting discounts and commissions, interest income that may be released to us and taxes payable) at the time of the acquisition, we will have virtually unrestricted flexibility in identifying and selecting a prospective target business; provided that we will not acquire less than 50.1% of the voting securities of such target business. For a more complete discussion of our selection of target businesses, see the section entitled “Proposed Business—Consummating an Initial Business Combination—Selection of a Target and Structuring of an Initial Business Combination.”

A significant portion of our working capital could be depleted in pursuing business combinations that are not consummated.

It is anticipated that the identification and 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 consummate a specific business combination, the costs incurred up to that point in connection with the abandoned transaction, potentially including down payments or exclusivity or similar fees, will not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate our initial business combination for any number of reasons, including those beyond our control, such as if our public stockholders

43

holding 30% or more of our shares of common stock both vote against our initial business combination and exercise their conversion rights even though a majority of the shares of our common stock voted by the public stockholders are voted in favor of the business combination. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and combine with another business.

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

Our certificate of incorporation authorizes the issuance of up to 150,000,000 shares of common stock, par value $0.0001 per share, and 500,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering and the private placement, there will be 103,125,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation of shares issuable upon full exercise of all of our outstanding warrants and the underwriters’ over-allotment option) and all of the 500,000 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, preferred stock or a combination of both, including through convertible debt securities, as consideration for or to finance 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:

The underwriting agreement and our certificate of incorporation prohibit us, prior to our initial business combination, from issuing additional units, additional common stock, preferred stock, additional warrants or any options or other securities convertible or exchangeable into common stock or 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 a business combination.

We may be unable to obtain additional financing, if required, to consummate our initial 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 and the proceeds from the sale of the private placement warrants will be sufficient to allow us to consummate our initial business combination, because we have not yet identified or approached any prospective target businesses, we cannot ascertain the capital requirements for any particular business combination. If the net proceeds of this offering and the proceeds from the sale of the private placement warrants prove to be insufficient, because of the size of the initial business combination or the depletion of the available proceeds in the trust account in search of target businesses, or because we become obligated to convert into cash a significant number of shares from public stockholders exercising their conversion rights, we may 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 will be available on favorable terms, or at all.

Although we have no current plans to do so, if we were to incur a substantial amount of debt to finance our initial business combination, such incurrence of debt could:

44

•				lead to default and foreclosure on our assets if our operating revenues and cash flows after a business combination are insufficient to pay our debt obligations;
•				cause an acceleration of our obligation to repay the debt, even if we make all principal and interest payments when due, if we breach the covenants contained in the terms of any debt documents, such as covenants that require the maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;
•				create an obligation to repay immediately all principal and accrued interest, if any, upon demand to the extent any debt is payable on demand;
•				require us to dedicate a substantial portion of our cash flows 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 will operate;
•				make us more vulnerable to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation;
•				limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our strategy or other purposes; and
•				place us at a disadvantage compared to our competitors who are less leveraged.

To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we may be compelled to restructure or abandon that particular business combination and seek alternative target businesses. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business or businesses. The failure to secure additional financing could have a material adverse effect on the development, growth and prospects of our combined business or businesses. No party, including our executive officers, directors and existing holders, is required to provide any financing to us in connection with or after the consummation of our initial business combination.

Some of our executive officers and directors may remain with us following our initial business combination, which may result in a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders’ best interests.

Some of our executive officers and directors may continue to be involved in our management following our initial business combination, but there is no assurance that they will. We have obtained no commitment from any of our executive officers as to whether such officer will be involved with our management following our initial business combination. If any or all of them decide to do so, the personal and financial interests of our executive officers and directors may influence them to condition a business combination on their retention by us and to view more favorably target businesses that offer them a continuing role, either as an officer, director, consultant, or other third party service provider, after the business combination. Our executive officers and directors could be negotiating the terms and conditions of the business combination on our behalf at the same time that they, as individuals, are negotiating the terms and conditions related to an employment, consulting or other agreement with representatives of the potential business combination candidate. As a result, there may be a conflict of interest in the negotiation of the terms and conditions related to such continuing relationships as our executive officers and directors may be influenced by their personal and financial interests rather than the best interests of our public stockholders.

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

Our executive officers and 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 the search for a business combination on the one hand and their other businesses on the other

45

hand. We may have full-time employees prior to the consummation of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he or she is entitled to substantial compensation and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Mr. Bernard is our Chief Financial Officer. Mr. Haimovitz is our Chairman of the Board and Chief Executive Officer. Mr. Horowitz is our special advisor. Mr. Piegza is our President and Secretary. Messrs. Bell, Hubbard and Wertheimer are our outside directors and may also serve as officers and board members for other entities. If our executive 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 which may have a negative impact on our ability to consummate our initial business combination.

Our executive officers and directors are, and may in the future become, affiliated with entities in similar businesses and, accordingly, may have conflicts of interest in determining to which entity an opportunity for a particular business combination should be presented.

Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses, or a portion of such business or businesses. Our executive officers and directors are, or may in the future become, affiliated with entities that are engaged in a similar business.

Businesses to which our directors and officers owe fiduciary duties are as follows:

Our outside directors may also serve as officers and board members for other entities. As a result, entities to which our executive officers and directors owe fiduciary duties may compete with us for attractive opportunities for business combinations. In each case, our executive officers’ and directors’ existing directorships or other responsibilities may give rise to contractual or fiduciary obligations that take priority over any obligation owed to us.

If any of our executive officers and directors becomes aware of opportunities for business combinations that may be appropriate for presentation to us as well as to the other entities with which he is or may be affiliated, due to existing affiliations with these entities they may have contractual and fiduciary obligations to present, or may otherwise decide to present, potential business opportunities to those entities prior to presenting them to us. In particular, an executive officer’s or director’s contractual or fiduciary obligations to other entities may take priority over his

46

obligations to us where a potential business combination would be with a business currently affiliated with the executive officer or director as described above or as may arise in the future.

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

In light of our executive officers’, directors’ and existing holders’ involvement with other entities and our initial focus on target businesses in the media, entertainment and related industries, we may decide to acquire one or more businesses affiliated with our executive officers, directors or existing holders.

Businesses to which our directors, officers or existing holders owe fiduciary duties are as follows:

These entities, and any entities with which our executive officers, directors and existing holders may become affiliated in the future, may compete with us for business combination opportunities. Our executive officers, directors and existing holders are not currently aware of any specific opportunities for us to consummate a business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not specifically focus on, or target, any transaction with any affiliated entities, we may pursue such a transaction if we determine that such affiliated entity meets our criteria for a business combination as set forth in “Proposed Business—Consummating an Initial Business Combination—Selection of a Target and Structuring of Our Initial Business Combination” and such transaction is approved by a majority of our disinterested directors and we obtain an opinion from an independent investment banking firm that the business combination is fair, from a financial point of view, to our unaffiliated stockholders. Despite our agreement to obtain an opinion from an independent investment banking firm regarding the fairness to our stockholders from a financial point of view of a business combination with one or more businesses affiliated with

47

our executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Moreover, investment banking firms providing fairness opinions typically place limitations on the purposes for which the opinion may be used or the persons who may rely upon such opinion and there can be no assurance that, as a result of such limitations or applicable law, stockholders will be entitled to rely on such an opinion.

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

None of our executive officers or directors has ever served as an officer or director of a development stage public company with the business purpose of raising funds to acquire a business. Accordingly, you may not be able to adequately evaluate their ability to successfully consummate our initial business combination through a blank check company or a company with a structure similar to ours.

The management of the target business may not have experience managing a publicly traded company.

Management of a prospective target business may be unfamiliar with the requirements of operating a public company and the securities laws, which could increase the time and resources we must expend to assist them in becoming familiar with the complex disclosure and financial reporting requirements imposed on U.S. public companies. This could be expensive and time-consuming and could lead to various regulatory issues that may adversely affect the price of our stock.

Because our executive officers and directors will own a substantial amount of equity in us, they may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Prior to the completion of this offering, our executive officers and directors will own a substantial amount of equity in us in the form of our initial units and, in the case of our executive officers, the private placement warrants. Upon our liquidation, none of them will have the right to receive distributions from the trust account with respect to shares of our common stock they acquired prior to the completion of this offering and the private placement warrants will expire worthless. Accordingly, they would lose their entire investment in us represented by such shares and private placement warrants were a liquidation to occur. Therefore, our executive officers’ and directors personal and financial interests may influence their motivation in identifying and selecting target businesses and consummating our initial business combination in a timely manner. This may also result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

Our existing holders will own a substantial interest in us upon completion of this offering, and, thus may significantly influence us and certain actions requiring a stockholder vote.

Upon completion of this offering, our existing holders, will collectively, directly or indirectly, own 20% of our issued and outstanding shares of common stock (including shares of common stock included in the initial units and assuming that they do not transfer any of their initial securities as permitted herein and do not purchase any units in this offering and that the underwriters do not exercise their over-allotment option).

Our existing holders, executive officers and directors may vote any shares of common stock owned by them in any manner they may choose on most matters. However, our existing holders have agreed, in connection with the stockholder vote required to approve our initial business combination and the related amendment to our certificate of incorporation to provide for our perpetual existence, to vote the shares of common stock (including the shares of common stock included in any initial units) acquired by them prior to the completion of this offering in accordance with how the majority of the shares of our common stock are voted by the public stockholders

48

(other than our existing holders). Our existing holders, executive officers and directors have agreed that if they acquire shares of common stock (including shares of common stock included in any units being sold in this offering) in or following this offering, such shares will be considered part of the holdings of our public stockholders and they have agreed that they will vote all such acquired shares in favor of our initial business combination and in favor of an amendment to our certificate of incorporation to provide for our perpetual existence.

As a result of their ownership of shares of our common stock upon completion of this offering, our existing holders may exert substantial influence on amendments to our certificate of incorporation and approval of material transactions (including our initial business combination). Except as may otherwise be set forth in this prospectus, none of our executive officers, directors, existing holders or their respective affiliates has indicated any intention to purchase units in this offering or units or shares of common stock included in such units in the secondary market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our executive officers, directors, existing holders and their respective affiliates could, in their sole discretion, determine to make such purchases in the secondary market or in private transactions and exert greater influence on the vote.

Our board of directors will be divided into three classes, each of which generally will serve for a term of three years, with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, in which case all of the current directors will continue in office at least until the consummation of the initial business combination. If there is an annual meeting, as a consequence of this “staggered” board of directors, only a minority of the board of directors would be considered for election. As a result of their ownership of shares of our common stock (including shares of common stock included in the initial units) upon completion of this offering, our existing holders may exert considerable influence on the election of our directors. Moreover, except to the extent stockholder proposals are properly and timely submitted, our directors will determine which matters, including prospective business combinations, to submit to a stockholder vote.

Our executive officers, directors and existing holders may purchase units in this offering or units or shares of our common stock included in such units in the secondary market, which may give them greater influence over the approval of our initial business combination.

In the event that our executive officers, directors and existing holders acquire units in this offering or units or shares of our common stock included in such units in the secondary market, they have agreed to vote such shares in favor of our initial business combination. These additional purchases would allow our executive officers, directors and existing holders to exert additional influence over the approval of our initial business combination. Factors they would consider in making such additional purchases would include consideration of the current trading price of our common stock and whether any such additional purchases would likely increase the chances that our initial business combination would be approved. In addition, if our executive officers, directors and existing holders acquire shares of common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired), our public stockholders would hold proportionately fewer shares. In such event, our public stockholders (other than our existing holders) would thus be able to convert proportionately fewer shares into a pro rata portion of the trust account, making it more likely that we might remain below the maximum 30% conversion rate permitted in connection with our initial business combination.

As a result of the foregoing, the ability of our executive officers, directors and existing holders to acquire our units or shares of our common stock in or following the completion of this offering (including the shares of common stock included in any units so acquired), vote the acquired shares in favor of our initial business combination and effectively reduce the number of shares that our other public stockholders may elect to convert into a pro rata portion of the trust account may allow us to consummate an initial business combination that otherwise would not have been approved. Because our existing holders purchased their initial securities at a lower price than the units being

49

purchased by our public stockholders in this offering, our existing holders may profit from a business combination that would be unprofitable for our other public stockholders.

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

Our executive officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and amounts properly withdrawable from the trust account unless and until the initial business combination is consummated. Amounts available for such expenses are based upon our executive officers’ estimate of the amount needed to fund our operations for the next 24 months and consummate our initial business combination. This estimate may prove to be inaccurate, especially if a portion of such amounts is used to make a down payment in connection with our initial business combination or pay exclusivity or similar fees or if we expend a significant portion of such amounts in pursuit of a business combination that is not consummated. The financial interest of our executive officers and directors could influence their motivation in selecting a target and, thus, there may be a conflict of interest when determining whether a particular business combination is in our public stockholders’ best interest.

We may enter into agreements with consultants or financial advisors that provide for the payment of fees upon the consummation of our initial business combination, and, therefore, such consultants or financial advisors may have conflicts of interest.

If we agree to pay consultants or financial advisors fees that are tied to the consummation of our initial business combination, they may have conflicts of interests when providing services to us, and their interests in such fees may influence their advice with respect to a potential business combination.

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

Our certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interest. Our certificate of incorporation provides that 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 each year. As a result, at any annual meeting, only a minority of the board of directors will be considered for election. Because our “staggered board” would prevent our stockholders from replacing a majority of our board of directors at any annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interest of stockholders. Furthermore, under our certificate of incorporation and bylaws, our directors may only be removed by a majority of our stockholders and only for cause. In addition, our board of directors has the ability to designate the terms of and issue new series of preferred stock.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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 businesses, or a portion of such business or businesses, whose fair market value, individually or collectively, is at least equal to 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and

50

taxes payable) at the time of such business combination. 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 flows, and book value, and will include any indebtedness of such businesses that we repay, refinance or assume in connection with the business combination. If our board of directors is not able to independently determine that the target business has a sufficient fair market value to meet the threshold criterion or if any of our executive officers, directors or existing holders are affiliated with that target business, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, with respect to the fair market value of the target business. In all other instances, we will have no obligation to obtain or provide our stockholders with a fairness opinion. Investment banking firms providing fairness opinions typically place limitations on the purposes for which the opinion may be used, and there can be no assurances that, as a result of such limitations or applicable law, stockholders will be entitled to rely on the opinion. We expect to require that any firm selected by us to provide a fairness opinion will adhere to general industry practice in stating the purposes for which its opinion may be used. If no opinion is obtained or if stockholders are not permitted to rely on the opinion, our stockholders will be relying solely on the judgment of our board of directors with respect to the determination of the fair market value of our initial business combination.

The AMEX may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We anticipate that our units, and, after the date of separation, shares of common stock and warrants, will be listed on the AMEX on or promptly after the date of this prospectus or the date of separation, as the case may be. Although after giving effect to this offering we expect to meet on a pro forma basis the minimum initial listing standards set forth in Sections 101 (b) and (c) of the American Stock Exchange Company Guide, we cannot assure you that our securities will be, or will continue to be, listed on the AMEX in the future or prior to a business combination. In order to continue listing our securities on the AMEX prior to a business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally between $2,000,000 and $4,000,000) and a minimum number of public stockholders (generally between 300 and 400 stockholders). Additionally, our common stock cannot have what is deemed to be a “low selling price,” as determined by the AMEX. Additionally, in connection with our initial business combination, it is likely that the AMEX may require us to file a new initial listing application and meet its initial listing requirements, which are more rigorous than AMEX’s continued listing requirements. For instance, our stock price would generally be required to be at least $3 per share and our stockholders’ equity would generally be required to be at least $4 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the AMEX delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on the OTC Bulletin Board or the “pink sheets.” As a result, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our common stock and

51

warrants will be listed on the AMEX, our units, common stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the AMEX, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

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 our securities are no longer listed on the AMEX or another exchange or we have net tangible assets of $5,000,000 or less or 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 Exchange Act. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

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 be depressed and you may find it more difficult to sell our securities on favorable terms, or at all.

We may only be able to consummate one business combination, which may cause us to be solely dependent on a single business and a limited number of services or products.

The net proceeds from this offering and the proceeds from the sale of the private placement warrants, after reserving $100,000 of the proceeds for our operating expenses, will provide us with approximately $142,665,470 (or $163,590,470 if the underwriters’ over-allotment option is exercised in full and assuming none of our public stockholders exercise their conversion rights), excluding deferred underwriting discounts and commissions, which we may use to consummate our initial business combination. Although we are permitted to consummate our initial business combination with more than one target business, we currently intend to consummate our initial business combination with a single business whose fair market value is at least equal to 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable) at the time of such business combination. If we acquire more than one target business, additional issues would arise, 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 closings, with multiple target businesses. In addition, we would be exposed to the risk that conditions to closings with respect to the initial business combination with one or more of the target businesses would not be satisfied, bringing the fair market value of the initial business combination below the required threshold of 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable).

52

As a result, we are likely to consummate our initial business combination with only a single business, which may have only a limited number of services or products. The resulting lack of diversification may:

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to consummate several business combinations in different industries or different areas of a single industry so as to diversify risks and offset losses. Furthermore, 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.

In the event that we are unable to identify a single business with which to consummate our initial business combination, we may seek to combine contemporaneously with multiple businesses or a portion of such businesses whose collective fair market value is at least equal to 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable) at the time of such business combinations. Business combinations involve a number of special risks, including diversion of management’s attention, legal, financial, accounting and due diligence expenses, and the general risk that a transaction 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 our limited financial and other resources. Consummating our initial business combination through more than one transaction 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 initial business combination with multiple entities. In addition, due to the difficulties involved in consummating multiple business combinations concurrently, our attempt to consummate our initial business combination in this manner would increase the chance that we would be unable to successfully consummate our initial business combination in a timely manner. In addition, if our initial business combination entails simultaneous transactions with different entities, each entity 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 consummate our initial business combination. As a result, if we attempt to consummate our initial business combination 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 our initial business combination and force us to liquidate.

We may combine with a target business with a history of poor operating performance and there is no guarantee that we will be able to improve the operating performance of that target business.

Due to the competition for business combination opportunities, we may combine with a target business with a history of poor operating performance if we believe that target business has attractive attributes that we believe could be the basis of a successful business after consummation of our initial business combination. A business with a history of poor operating performance may be characterized by, among other things, several years of financial losses, a smaller market share than other businesses operating in a similar geographical area or industry or a low return on capital compared to other businesses operating in the same industry. In determining whether one of these businesses would be an appropriate target, we would base our decision primarily on the fair market value of such a business. We would consider, among other things, its operating income, its current cash flows and its potential to generate cash in the future, the value of its current contracts and our

53

assessment of its ability to attract and retain new customers. However, combining with a target 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 target business following our business combination, then our business, prospects, financial condition, liquidity, cash flows and results of operations will be adversely affected. Factors that could result in our not being able to improve operating performance include, among other things:

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

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

We cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our business, prospects and financial condition and performance would likely suffer.

If we effect our initial business combination with a business located outside of the United States, the laws applicable to such business will likely govern many of our material agreements and we may not be able to enforce our legal rights.

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

54

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

Foreign currency fluctuations could adversely affect our business and financial results.

A target business with which we combine may do business and generate sales within other countries. Foreign currency fluctuations may affect the costs that we incur in such international operations. It is also possible that some or all of our operating expenses may be incurred in non-U.S. dollar currencies. The appreciation of non-U.S. dollar currencies in those countries where we have operations against the U.S. dollar would increase our costs and could harm our results of operations and financial condition.

Our initial holders paid approximately $0.006 per initial unit for their initial units, and accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our common stock included in the units being sold in this offering.

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 represents dilution to you and the other investors in this offering. The fact that our initial holders purchased their initial units at a price of approximately $0.006 per initial unit prior to this offering has significantly contributed to this dilution. Assuming this offering is completed, you and the other investors in this offering will incur an immediate and substantial dilution of approximately 30.9% or approximately $3.09 per share of common stock (the difference between the pro forma net tangible book value per share of common stock of approximately $6.91 and the initial offering price of $10.00 per unit).

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

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration at a price of $0.01 per warrant, provided that the closing price of our common stock on the AMEX, or other national securities exchange on which our common stock may be traded, equals or exceeds $13.75 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. Our ability to redeem the warrants may limit the value of your investment in our warrants. In addition, redemption of the outstanding warrants could force you to exercise your warrants, whether by paying the exercise price in cash or through a cashless exercise, at a time when it may be disadvantageous for you to do so, to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

We may redeem your unexpired warrants prior to their exercise which may benefit holders of the private placement warrants.

If warrants included in the units being sold in this offering are redeemed and the market price of a share of our common stock rises following such redemption, holders of the private placement warrants could potentially realize a larger gain on exercise or sale of their private placement warrants than would be available absent such warrant redemption, although we do not know if the price of our common stock would increase following warrant redemption. If our share price declines in periods subsequent to a warrant redemption and the holders continue to hold their private placement warrants, the value of their private placement warrants may also decline.

55

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

If we call the warrants included in the units offered hereby for redemption after the redemption criteria described in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and their fair market value by (y) the fair market value and then would receive shares of common stock underlying the non-surrendered warrants. The “fair market value” shall mean the average closing price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants. If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

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

As part of the units being sold in this offering, we will be issuing warrants to purchase 15,000,000 shares of common stock (or 17,250,000 shares of common stock if the underwriters’ over- allotment option is exercised in full). In addition, in connection with the private placement, we will be issuing private placement warrants to our sponsors to purchase an aggregate of 3,750,000 shares of common stock. To the extent we issue shares of common stock to consummate our initial business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive partner for a business combination in the eyes of a target business, as such warrants, when exercised, will significantly increase the number of issued and outstanding shares of our common stock and the potential for such issuance could reduce the value of the shares that may be issued to consummate the initial business combination. Accordingly, the existence of our warrants may make it more difficult to consummate our initial business combination or may increase the cost of a target business if we are unable to consummate our initial business combination solely with cash. Additionally, the sale, or potential sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities and on our ability to obtain future financing. If and to the extent these warrants are exercised, you will experience dilution to your holdings.

Our executive officers, directors and existing holders have registration rights and such registration rights 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 consummate our initial business combination.

Our executive officers, directors and existing holders are entitled to demand on up to three occasions that we register the resale of their initial securities, private placement warrants and shares of common stock issuable upon exercise of the initial warrants or the private placement warrants.

In addition, they also have certain “piggy-back” registration rights and the right to registration on Form S-3, to the extent that we are eligible to use Form S-3. If they exercise their registration rights with respect to all of their shares of common stock (including the shares of common stock issuable upon exercise of the initial warrants or the private placement warrants and assuming exercise in full of the underwriters’ over-allotment option), then there will be an additional 12,375,000 shares of common stock eligible for trading in the public market. This potential increase in trading volume 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 consummate our initial business combination or increase the cost of a target business in the event that we are unable to consummate our initial business combination solely with cash, as the stockholders of a particular target business may be discouraged from entering into a business combination with us or demand greater

56

consideration as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

Failure to maintain an effective registration statement or the availability of a current prospectus relating to the shares of common stock issuable upon exercise of our warrants will preclude investors from being able to exercise their warrants and such warrants will expire worthless.

No warrants will be exercisable and we will not be obligated to issue shares of common stock unless at the time of exercise a registration statement relating to shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to shares of common stock issuable upon exercise of the warrants is available and those shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of our warrants. 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 American Stock Transfer & Trust Company, as warrant agent, and us, we have agreed to use commercially reasonable efforts to maintain an effective registration statement and the availability of a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants, and to take such action as is necessary to qualify the common stock issuable upon exercise of the warrants for sale in those states in which this offering was initially qualified. However, we cannot assure you that we will be able to do so. We have no obligation to settle the warrants for cash, in any event, and the warrants may not be exercised and we will not deliver securities therefor in the absence of an effective registration statement and an available current prospectus. The warrants may never become exercisable if we fail to comply with these registration requirements and, in any such case, the total price paid for each unit would effectively have been paid solely for the shares of common stock included therein. In any case, the warrants may be deprived of value and the market for the warrants may be limited if a registration statement relating to the common stock issuable upon the exercise of the warrants is not effective, a current prospectus relating to the common stock issuable upon the exercise of the warrants is not available or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside. Factors such as an unexpected inability to remain current in our SEC reporting obligations or other material developments concerning our business could present difficulties in maintaining an effective registration statement and current prospectus. If you are unable to exercise your warrants, the value of your warrants when they expire will be worthless.

We do not currently intend to pay dividends on shares of our common stock in the foreseeable future.

We have not paid any cash dividends on our common stock to date and do not currently intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon various factors, including our revenues and earnings, if any, cash balances, capital requirements and general financial conditions subsequent to the completion of our initial business combination. The payment of any dividends subsequent to our initial business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings (other than a portion of our interest income which will be used for working capital purposes) and, accordingly, our board does not currently anticipate declaring any dividends in the foreseeable future. Because we do not expect to pay cash dividends on our common stock, any gains on an investment in our securities in this offering will be limited to the appreciation, if any, of the market value of our common stock, warrants and/or units.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to consummate our initial business combination or operate over the near term or long term in our intended manner.

We do not plan to operate as an investment fund or investment company. Our plan is to acquire, hold, operate and grow for the long term one or more businesses or a portion of such

57

business or businesses. We do not plan to operate as a passive investor or as a merchant bank seeking dividends or gains from purchases and sales of securities.

Companies that fall within the definition of an “investment company” set forth in Section 3 of the Investment Company Act are subject to registration and substantive regulation under the Investment Company Act. Companies that are subject to the Investment Company Act that do not become registered are normally required to liquidate and are precluded from entering into transactions or enforceable contracts other than as an incident to liquidation. The basic definition of an “investment company” in the Investment Company Act and related SEC rules and interpretations includes a company: (1) that is, proposes to be, or holds itself out as being engaged primarily in investing, reinvesting or trading in securities; (2) that has more than 40% of its assets (exclusive of U.S. government securities and cash items) in “investment securities,” or (3) that is a “special situation investment company” (such as a merchant bank or private equity fund).

For example, if we were deemed to be an investment company under the Investment Company Act, we would be required to become registered under the Investment Company Act (or liquidate) and our activities would be subject to a number of restrictions, including, among others:

each of which may make it difficult for us to consummate our initial business combination.

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

compliance with which would reduce the funds we have available outside the trust account to consummate our initial business combination.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in an initial business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities.” Our business will be to identify and consummate a business combination and thereafter to operate the acquired business or businesses for the long term. We do not plan to buy businesses with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring, growing and businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. 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 return of the funds held in the trust account to our public stockholders as part of our plan of liquidation. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the

58

Investment Company Act, compliance with these additional regulatory burdens would require additional expense for which we have not accounted.

Our directors, including those we expect to 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 interest.

Under the policies of the North American Securities Administrators Association, Inc., an international organization devoted to investor protection, because all of our directors may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as attending meetings of the board of directors, identifying potential target businesses and performing due diligence on suitable business combinations, and all of our directors, directly or indirectly, will own shares of our common stock prior to the completion of this offering, state securities administrators could 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. 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, which would include 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 sum of the available proceeds not deposited in the trust account and those proceeds properly withdrawable from the trust fund, such out-of-pocket expenses would not be reimbursed by us unless we consummate our initial business combination. Although we believe that all actions taken by our directors on our behalf will be in our best interests, whether or not they are deemed to be “independent,” we cannot assure you that this will actually be the case. If actions are taken or expenses are incurred that actually are not in our best interests, it could have a material adverse effect on our business, prospects and financial condition and performance and the price of our securities.

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

There is currently no market for our securities. Investors therefore have no access to information about prior market history on which to base their investment decision. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained or be liquid. You may be unable to sell your securities unless a market can be established and sustained. The absence of a market for our securities will likely have an adverse effect on the price of our securities.

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

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls and requires that we have such system of internal controls audited beginning with our Annual Report on Form 10-K for the year ending December 31, 2009. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on the effectiveness of our system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet

59

our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the price of our securities.

Because we must furnish our stockholders with target business financial statements prepared in accordance with or reconciled to U.S. generally accepted accounting principles or prepared in accordance with International Financial Reporting Standards, we will not be able to complete an initial business combination with some prospective target businesses unless their financial statements are first reconciled to U.S. generally accepted accounting principles or prepared in accordance with International Financial Reporting Standards.

The federal securities laws require that a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports and proxy materials submitted to stockholders. Our initial business combination must be with a target business that has a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions) at the time of our initial business combination. We will be required to provide historical and/or pro forma financial information to our stockholders when seeking approval of a business combination with one or more target businesses. These financial statements must be prepared in accordance with, or be reconciled to, U.S. generally accepted accounting principles, or GAAP, or prepared in accordance with International Financial Reporting Standards, or IFRS, as approved by the International Accounting Standards Board, or IASB, and the historical financial statements must be audited in accordance with the standards of the Public Company Accounting Oversight Board (U.S.), or PCAOB. If a proposed target business, including one located outside of the U.S., does not have or is unable within a reasonable period of time to provide financial statements that have been prepared in accordance with, or reconciled to, U.S. GAAP or in accordance with IFRS as issued by the IASB, and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed target business. These financial statement requirements may limit the pool of potential target businesses with which we may combine.

Risks Related to the Entertainment and Media Industries

Although we may pursue acquisition opportunities in other industries, we intend to focus initially on businesses in the entertainment and/or media industries. Business combinations with entities with operations in the entertainment and/or media industries entail special considerations and risks. If we are successful in completing our initial business combination with a target business with operations in the entertainment and/or media industries, we will be subject to, and possibly adversely affected by, the following risks:

The speculative nature of the entertainment and media industries may result in our inability to produce products or services that receive sufficient market acceptance for us to be successful.

Certain segments of the entertainment and media industries are highly speculative and historically have involved a substantial degree of risk. For example, the success of a particular film, video- game, program or recreational attraction depends upon unpredictable and changing factors, including the success of promotional efforts, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, public acceptance and other tangible and intangible factors, many of which are beyond our control. If we complete a business combination with a target business in such a segment, we may be unable to produce products or services that receive sufficient market acceptance for us to be successful.

Changes in technology may reduce the demand for the products or services we may offer following a business combination.

The entertainment and media industries are substantially affected by rapid and significant changes in technology. These changes may reduce the demand for certain existing services and technologies used in these industries or render them obsolete. We cannot assure you that the technologies used by or relied upon or produced by a target business with which we effect a

60

business combination will not be subject to such occurrence. While we may attempt to adapt and apply the services provided by the target business to newer technologies, we cannot assure you that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful.

If following a business combination, the products or services that we market or sell are not accepted by the public, our profits may decline.

Certain segments of the entertainment, media and communications industries are dependent on developing and marketing new products and services that respond to technological and competitive developments and changing customer needs and tastes. We cannot assure you that the products and services of a target business with which we effect a business combination will gain market acceptance. Any significant delay or failure in developing new or enhanced technology, including new product and service offerings, could result in a loss of actual or potential market share and a decrease in revenues.

If we are unable to protect our patents, trademarks, copyrights and other intellectual property rights following a business combination, competitors may be able to use our technology or intellectual property rights, which could weaken our competitive position.

If we are successful in acquiring a target business and the target business is the owner of patents, trademarks, copyrights and other intellectual property, our success will depend in part on our ability to obtain and enforce intellectual property rights for those assets, both in the United States and in other countries. In those circumstances, we may file applications for patents, copyrights and trademarks as our management deems appropriate. We cannot assure you that these applications, if filed, will be approved, or that we will have the financial and other resources necessary to enforce our proprietary rights against infringement by others. Additionally, we cannot assure you that any patent, trademark or copyright obtained by us will not be challenged, invalidated or circumvented.

If we are alleged to have infringed on the intellectual property or other rights of third parties it could subject us to significant liability for damages and invalidation of our proprietary rights.

If, following a business combination, third parties allege that we have infringed on their intellectual property rights, privacy rights or publicity rights or have defamed them, we could become a party to litigation. These claims and any resulting lawsuits could subject us to significant liability for damages and invalidation of our proprietary rights and/or restrict our ability to publish and distribute the infringing or defaming content.

61

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

62

USE OF PROCEEDS

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

63

				against our initial business combination that was approved). If we fail to consummate our initial business combination meeting the criteria described herein prior to, 2010, the underwriters have agreed to waive their right to these deferred underwriting discounts and commissions. See the section entitled “Underwriting—Discounts and Commissions.”
(3)				The amount of net proceeds from this offering and the sale of the private placement warrants not held in the trust account will remain constant at $100,000 even if the underwriters’ over- allotment option is exercised.
(4)				$2,150,000 of interest income earned (after taxes payable) on the amounts held in the trust account, subject to adjustment, will be available to us to pay for our working capital requirements. However, if we determine that the size of this offering should be increased or the underwriters elect to exercise their over-allotment option, the amount of interest income earned on the trust account that can be released to us to fund our working capital will be increased proportionately. For purposes of presentation, the full amount available to us is shown as the total amount of net proceeds available to us immediately following the offering, which includes $100,000 of the net proceeds from this offering and from the sale of the private placement warrants not being held in the trust account.

After non-deferred expenses of this offering and the private placement, $147,915,470 (or $169,627,970 if the underwriters’ over-allotment option is exercised in full) will be placed in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee. Except for payment of taxes and interest income earned, after taxes payable, on the trust account of up to $2,150,000, subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option, to fund our working capital requirements, the proceeds will not be released from the trust account until the earlier of the consummation of our initial business combination or our liquidation (after payment or provision for our then current and estimated future liabilities in the case of a liquidation). All remaining proceeds held in the trust account, including interest income earned (after taxes payable) on the trust account, will be available for use in consummating our initial business combination and for payment of the deferred underwriting discounts and commissions or will be released to public stockholders upon exercise of their conversion rights or to public stockholders entitled to receive liquidating distributions upon our liquidation, as the case may be. We may not use all of the funds remaining in the trust account in connection with our initial business combination (and related conversion rights), either because the consideration for the initial business combination is less than the proceeds in the trust account or because we finance a portion of the consideration with our equity or debt securities or other borrowings. In that event, the remaining proceeds held in the trust account will constitute working capital for our business after our initial business combination, subject to any claims arising prior to such event.

We have allocated $100,000 of the net proceeds from this offering and proceeds from the sale of the private placement warrants to fund a portion of our working capital. We intend to fund the majority of our working capital requirements from a portion of the interest income earned (after taxes payable) on the trust account. Under the terms of the investment management trust agreement, up to $2,150,000, subject to adjustment, of interest income, after taxes payable, may be released to us in such amounts and at such intervals as we request, subject to availability. Although we do not know the rate of interest to be earned on the trust account and are unable to predict an exact amount of time it will take to complete an initial business combination, we believe that following the completion of this offering, it will take some time to find a prospective target business and take all of the steps necessary to complete an initial business combination. We anticipate that the interest that will accrue on the trust account during the time it will take to identify a target and complete an acquisition will be sufficient to fund our working capital requirements. However, if interest payments are not sufficient to fund these requirements (interest rates on short-term obligations have declined significantly in recent months), or are not available to fund the expenses at the time we incur them, we may be required to seek loans or additional investments from our executive officers, directors or existing holders or from third parties. However, none of our executive officers, directors or existing holders or any third party is under any obligation to advance funds to us or to invest in us in such circumstances.

64

If we determine that the size of this offering should be increased or the underwriters exercise their over-allotment option, the amount of interest we may withdraw from the trust account to fund our working capital will be increased proportionately. If the underwriters exercise their over-allotment option in full, the amount per share held in the trust account will be reduced from approximately $9.86 to approximately $9.83. In addition, assuming a 20% increase in the size of this offering, the per share conversion or liquidation price could decrease further by as much as $0.05.

Our operating expenses prior to our initial business combination will include, but not be limited to, deposits or down payments for a proposed initial business combination, legal, accounting and other expenses, including due diligence expenses and reimbursement of out-of-pocket expenses incurred in connection with the investigation, structuring and negotiation of our initial business combination, director and officer liability insurance premiums and reserves, legal and accounting fees relating to SEC reporting obligations, brokers’ retainer fees, consulting fees and finder’s fees. We expect that due diligence of prospective target businesses will be performed by some or all of our executive officers and directors, and also that it may include engaging a law firm, an accounting firm and/or other third party consultants. No compensation of any kind (including finder’s and consulting fees) will be paid to any of our executive officers or directors, or any of our or their affiliates, for services rendered to us prior to or in connection with the consummation of our initial business combination, including in connection with such due diligence activities. However, our executive officers and directors will receive reimbursement for any out-of-pocket expenses (such as travel expenses) incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on a suitable initial business combination, and Messrs. Bernard and Haimovitz will be entitled to receive payments of an aggregate of $10,000 per month for office space, secretarial and administrative services. Numerous factors contribute to the determination of the aggregate $10,000 monthly fee for general and administrative services paid to Messrs. Haimovitz and Bernard. Our two offices, one in Los Angeles and one in New York, are furnished and consist of approximately   square feet in the aggregate in suitable commercial locations. In addition, the charge also covers secretarial, administrative and other office-related costs, including supplies, systems, equipment and general office overhead, such as utilities. Further, certain fixed costs, such as certain insurance, will also be covered by the single charge. We believe that the $10,000 fee is reasonable and at least as favorable to us as the costs we would have to pay to obtain similar space and services from unaffiliated third parties for the same purposes. The space in Los Angeles will be leased from and/or shared with an entity affiliated with Shapiro Media. The space in New York City is shared with LWB Consulting. All payments made to our executive officers, directors and existing holders and our or their affiliates, other than the $10,000 per month payment described above, and any payments made to members of our audit committee, must be reviewed and approved by a majority of our disinterested directors.

While it is difficult to determine what the specific operating expenses of our business after consummation of our initial business combination may be, we expect that they may include some or all of the following: capital expenditures, general ongoing expenses, including overhead, payroll and 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 executive 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 sum of the available proceeds not deposited in the trust account and proceeds properly withdrawable by us from the trust account.

In addition, it is also possible that we could use a portion of the funds not in the trust account to pay finder’s fees, consulting fees or other similar compensation, or make a deposit or down payment or fund a “no-shop” provision with respect to a particular proposed initial business combination, although we do not have any current intention to do so. In the event that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), if the amount were large enough and we had already used up the other funds available to us, we could be left with insufficient funds to continue searching for other potential target businesses or otherwise fund our business. In such case, if we were unable to secure

65

additional financing, we would most likely fail to consummate an initial business combination in the allotted time and be forced to liquidate.

We believe that amounts not held in the trust account as well as the interest income earned (after taxes payable) on the trust account of up to $2,150,000, subject to adjustment, that may be released to us will be sufficient to pay our costs prior to, and in connection with, our initial business combination as contemplated herein. This belief is based on the fact that in-depth due diligence will most likely be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount of such costs, we may be required to raise additional capital, the availability, amount and cost of which is currently unascertainable and cannot be assured. To the extent that such costs exceed the amounts not held in the trust account and the interest income earned (after taxes payable) on the trust account of up to $2,150,000, subject to adjustment, that may be released to us from the trust account, such costs may not be reimbursed by us unless and until we consummate an initial business combination. The role of our executive officers and directors after an initial business combination is uncertain and we have no current ability to determine what remuneration, if any, will be paid to our executive officers and directors after our initial business combination. Our executive officers and directors may, as part of any such business combination, negotiate the repayment of some or all of the costs incurred by them that have not been reimbursed by us prior to the initial business combination’s closing. If the target business’s owners do not agree to such repayment, this could cause our executive officers and directors to view such potential initial business combination unfavorably and result in a conflict of interest.

If we do not have sufficient funds available to cover our costs, we may be required to seek additional financing from our executive officers, our directors, our existing holders or third parties. We may not be able to obtain additional financing on favorable terms, or at all, and no party, including our executive officers, our directors, our existing holders or third parties, is obligated to provide any additional financing to us. If we fail to obtain the necessary additional financing, we may be required to liquidate prior to consummating our initial business combination.

Our sponsors currently intend to lend us $150,000 prior to the completion of this offering for the payment of certain offering expenses. The loan will have an interest rate of  % and be payable on the earlier of the completion of this offering or January 31, 2009.

The net proceeds of this offering and the proceeds from the sale of the private placement warrants that are not immediately required for the purposes set forth above, as well as deferred underwriting discounts and commissions; will be held in the trust account and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.

Other than (i) the repayment of the $150,000 loan described above and (ii) 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 executive officers, directors or existing holders or any of their respective affiliates prior to or in connection with the initial business combination. However, our executive officers and directors may receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf as described above, such as identifying potential target businesses and performing due diligence on suitable business combinations, subject to approval of our audit committee.

A public stockholder will be entitled to receive funds from the trust account, including interest income earned on their pro rata portion of the funds in the trust account (after taxes payable and after release of up to $2,150,000 of interest income earned, subject to adjustment, after taxes payable, to fund our working capital requirements, including the costs of our liquidation and after payment of or provision for our then existing and estimated future liabilities in the case of a liquidation) only in the event of our liquidation upon our failure to consummate our initial business combination meeting the criteria described herein prior to  , 2010 or if a public stockholder

66

were to seek to convert shares of our common stock into cash in connection with our initial business combination that the public stockholder previously voted against and which we actually consummate (except as limited under “Risk Factors—Risks Relating to Our Company and the Offering—Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a group, will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering”). In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

67

DIVIDEND POLICY

We have not paid any dividends on our common stock to date. Prior to consummating our initial business combination, which is subject to approval by our public stockholders, substantially all of our earnings will consist of interest income earned on funds in the trust account that are required to be held therein until consummation of our initial business combination or our liquidation, except as set forth in the next sentence. Both (i) interest income earned on the trust account balance to pay any taxes and (ii) interest income earned, after taxes payable, on the trust account of up to $2,150,000, subject to adjustment in the case of an increase in the size of this offering or if the underwriters exercise their over-allotment option, to fund our working capital requirements, including, in such an event, the costs of our liquidation may be released to us from the trust account. Accordingly, our board of directors does not anticipate declaring any dividends on our common stock in the foreseeable future. The payment of dividends, if any, after our initial business combination will be contingent upon our historical and anticipated financial condition, revenues, if any, earnings, if any, liquidity and cash flows, if any, capital and tax requirements, contractual prohibitions and limitations and applicable law and will be within the sole discretion of our board of directors.

68

DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering and the sale of the private placement warrants 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 that may be converted into cash), by the number of outstanding shares of our common stock. The information below assumes the payment in full of the underwriting discount and commissions, including amounts held in the trust account, no exercise of the underwriters’ over-allotment option and a corresponding forfeiture of 562,500 initial units by our existing holders.

As of January 31, 2008, our net tangible book value was of $10,000, or approximately $0.003 per share of common stock. After giving effect to the sale of 15,000,000 shares of common stock included in the units (but excluding shares of common stock issuable upon exercise of the warrants included in the units) in this offering and the sale of the private placement warrants, and the deduction of underwriting discounts and commissions and estimated expenses of this offering, our pro forma net tangible book value (as decreased by the value of 4,499,999 shares of common stock which may be converted into cash) as of January 31, 2008 would have been $98,400,839 or approximately $6.91 per share, representing an immediate increase in net tangible book value of approximately $6.90 per share to our existing holders and an immediate decrease in net tangible book value of approximately $3.09 per share or approximately 30.9% to new investors not exercising their conversion rights.

The table below illustrates the dilution to the new investors on a per share basis, assuming no value is attributed to the warrants included in the units. In the event that the initial warrants or private placement warrants are exercised, particularly on a cashless basis, the dilution would be higher than as indicated in the table below.

The pro forma net tangible book value per share after this offering and the sale of the private placement warrants is calculated as follows:

69

The following table sets forth information with respect to our existing holders and the public stockholders:

70

CAPITALIZATION

The following table sets forth our capitalization on: