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

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

File No. 333-147586

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.

(Exact name of registrant as specified in its charter)


Delaware	6770	26-1371256
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

25 East 22nd Street
New York, New York 10010
(212) 277-6402

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

David Chu, Chief Executive Officer
International Brands Management Group Ltd.
25 East 22nd Street
New York, New York 10010
(212) 277-6402

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

Copies to:


Christopher S. Auguste Philip R. Weingold Kramer Levin Naftalis & Frankel LLP 1177 Avenue of Americas New York, New York 10036 (212) 715-9100 (212) 715-8000 – Facsimile			Joel L. Rubinstein McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173-1922 (212) 547-5336 (212) 547-5444 – Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

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

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

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

CALCULATION OF REGISTRATION FEE



Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security⁽¹⁾			Proposed Maximum Aggregate Offering Price⁽¹⁾			Amount of Registration Fee
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant⁽²⁾	23,000,000 Units		$	10.00		$	230,000,000		$	7,061
Shares of Common Stock included as part of the Units	23,000,000 Shares			—			—			—	⁽³⁾
Warrants included as part of the Units	23,000,000 Warrants			—			—			—	⁽³⁾
Shares of Common Stock underlying the Warrants included in the Units⁽⁴⁾	23,000,000 Shares		$	7.00		$	161,000,000		$	4,942.70
Representative’s Unit Purchase Option	1 Option		$	100.00		$	100			—	⁽³⁾
Units underlying the Representative’s Purchase Option (‘‘Representative’s Units’’)	1,000,000 Units		$	12.50		$	12,500,000		$	383.75
Shares of Common Stock included as part of the Representative’s Units	1,000,000 Shares			—			—			—	⁽³⁾
Warrants included as part of the Representative’s Units	1,000,000 Warrants			—			—			—	⁽³⁾
Shares of Common Stock underlying the Warrants included in the Representative’s Units⁽⁴⁾	1,000,000 Shares		$	7.00		$	7,000,000		$	214.90
Total						$	410,500,100		$	12,218.60	⁽⁵⁾

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

(2)	Includes 3,000,000 Units and 3,000,000 shares of Common Stock and 3,000,000 Warrants underlying such Units which may be issued upon exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

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

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

(5)	$12,970.75 was previously paid.

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

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

SUBJECT TO COMPLETION, JANUARY 17, 2008

PRELIMINARY PROSPECTUS

$200,000,000

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.

20,000,000 Units

International Brands Management Group Ltd. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more domestic or foreign operating businesses. Our efforts in identifying a prospective target business will not be limited to a particular industry although we intend to focus our search for a target business in the consumer-oriented sector. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.00. Each warrant will become exercisable on the later of our completion of a business combination and , 2009 [one year from the date of this prospectus], and will expire on , 2012 [four years from the date of this prospectus], or earlier upon redemption.

We have granted Pali Capital, Inc., the representative of the underwriters, a 45-day option to purchase up to 3,000,000 units (over and above the 20,000,000 units referred to above) solely to cover over-allotments, if any. The over-allotment option will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Pali Capital, Inc. for $100, as additional compensation, an option to purchase up to a total of 1,000,000 units at $12.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

Our management stockholders have committed to purchase from us an aggregate of 6,000,000 warrants at a purchase price of $1.00 per warrant (for a total purchase price of $6,000,000) in a private placement that will occur simultaneously with the consummation of this offering. All of the proceeds we receive from the private placement will be placed in the trust account described below. The ‘‘sponsor warrants’’ to be purchased by our management stockholders will be identical to warrants underlying the units being offered by this prospectus except that the sponsor warrants will be exercisable on a cashless basis at the option of the holder and will not be redeemable by us so long as they are still held by our management stockholders or their affiliates. Our management stockholders have agreed not to sell or transfer the sponsor warrants (except in certain cases) until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our business combination.

There is presently no public market for our units, common stock or warrants. We have applied to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol ‘‘ .U’’ on or promptly after the date of this prospectus. Assuming that the units are listed on the American Stock Exchange, once the securities comprising the units begin separate trading, the common stock and warrants will be listed on the American Stock Exchange under the symbols ‘‘ ’’ and ‘‘ .WS,’’ respectively. We cannot assure you that our securities will be listed or will continue to be listed on the American Stock Exchange.

Investing in our securities involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 20 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.


	Public Offering Price			Underwriting Discount and Commissions⁽¹⁾			Proceeds Before Expenses, to us
Per Unit		$	10.00		$	0.70		$	9.30
Total		$	200,000,000		$	14,000,000		$	186,000,000

(1)	Of the underwriting discount and commissions, $7,000,000 ($0.35 per unit) is being deferred by the underwriters and will not be payable by us to the underwriters unless and until we consummate a business combination.

$192,300,000 of the net proceeds of this offering (including the $7,000,000, or $0.35 per unit, of underwriting discounts and commissions payable to the underwriters in this offering which are being deferred by them until we consummate a business combination), plus the additional aggregate $6,000,000 we will receive from the purchase of the sponsor warrants simultaneously with the consummation of this offering, for an aggregate of $198,300,000 (or approximately $9.92 per unit sold to the public in this offering), will be deposited into a trust account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company acting as trustee. These funds will not be released until the earlier of the completion of a business combination and the liquidation of the trust account as part of our plan of dissolution and liquidation (which may not occur until , 2010 [twenty four months from the date of this prospectus]).

We are offering the units for sale on a firm-commitment basis. Pali Capital, Inc., the representative of the underwriters, expects to deliver our securities to investors in the offering on or about , 2008.

Pali Capital, Inc.

Morgan Joseph

HCFP/Brenner Securities LLC

, 2008

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. Unless otherwise stated in this prospectus:


	•	references to ‘‘we,’’ ‘‘us’’ or ‘‘our company’’ refer to International Brands Management Group Ltd.;


	•	‘‘existing stockholders’’ refers to all of our stockholders prior to this offering, including all of our officers and directors;


	•	‘‘management stockholders’’ refers to David Chu and Christopher H. Heyn;


	•	‘‘initial units’’ refers to the 5,750,000 units to be placed in escrow (including an aggregate of 750,000 units that are subject to forfeiture by certain of our existing stockholders if the over-allotment option is not exercised as more fully described in this prospectus) that our existing stockholders originally purchased from us for $25,000 on or about November 15, 2007, and each unit consists of one initial warrant and one initial share;


	•	‘‘initial warrants’’ refers to the warrants included in the initial units, which will be in the same form as our public warrants, and will become exercisable after the consummation of our initial business combination if and when the last sales price of our common stock exceeds $14.50 per share for any 20 trading days within any 30 trading day period; may be exercisable on a cashless basis at the option of their holder; and will not be redeemable by us, in each case, as long as they are held by the existing stockholders or their permitted transferees;


	•	‘‘initial shares’’ refers to the shares of common stock included in the initial units, which the existing stockholders have agreed to vote in the same manner as the majority of shares voted by the public stockholders at the meeting called for the purpose of approving our initial business combination and which will not participate with the common stock included in the units sold in this offering in any liquidating distribution;


	•	‘‘sponsor warrants’’ refers to the 6,000,000 warrants we are selling privately to our management stockholders upon consummation of this offering;


	•	the term ‘‘public stockholders’’ means the holders of the shares of common stock which are being sold as part of the units in this public offering (whether they are purchased in the public offering or in the aftermarket), including any of our existing stockholders to the extent that they purchase such shares;


	•	the information in this prospectus assumes that the representative of the underwriters will not exercise its over-allotment option; and


	•	all share and per share information in this prospectus gives effect to a 0.8-for-1 reverse stock split of our common stock effected on January 15, 2008.

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

We are a blank check company organized under the laws of the State of Delaware on November 6, 2007. We were formed with the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more domestic or foreign operating businesses in the consumer-oriented sector. We generally consider the consumer-oriented sector to include those companies which focus on developing customer loyalty by selling products identifiable by specific and well recognized trademarks or brand names across product categories.

Our efforts in identifying a prospective target business will not be limited to a particular industry, although we initially intend to focus our search for a target business on U.S. as well as foreign companies in the consumer-oriented sector, including apparel, accessories (handbags, shoes and jewelry), fragrance/beauty products and home products. We will also explore opportunities in other consumer-focused and other sectors that are attractive to us.

We believe, based solely on our existing stockholders’ collective business experience, that there are numerous business opportunities in the consumer-oriented sector. However, we cannot assure you that we will be able to locate a target business in such sector or that we will be able to engage in a business combination with a target business on favorable terms.

We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible business combination with our company. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Although we have no present intention to do so and no such companies have been considered, we may consider any affiliates of our officers, directors and stockholders as potential business combination targets.

We will have until , 2010 [twenty four months from the date of this prospectus] to consummate a business combination. If we are unable to consummate a business combination by such date, our corporate existence will cease by operation of corporate law (except for the purposes of winding up our affairs and liquidating). Our initial business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of our net assets held in the trust account at the time of such acquisition (less the deferred underwriting discount and taxes payable), although this may entail simultaneous acquisitions of several operating businesses. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (which may include actual and potential sales, earnings, cash flow or book value). We anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business. We may, however, structure a business combination to acquire less than 100% of such interests or assets of the target business, but will not acquire less than a controlling interest (which would be at least 50% of the voting securities of the target business). However, in a reverse merger or other similar transaction in which we issue a substantial number of new shares, our stockholders immediately prior to such transaction may own less than a majority of our shares subsequent to such transaction. If we acquire only a controlling interest in a target business or businesses, the portion of such business that we acquire must have a fair market value equal to at least 80% of our net assets held in the trust account (less the deferred underwriting discount and taxes payable). If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of our net assets held in the trust account. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business or seek to raise additional funds through a private offering of debt or equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate a business combination. If we issue securities in order to consummate a business

combination, our stockholders could end up owning a minority of the combined company as there is no requirement that our stockholders own a certain percentage of our company after our business combination. Since we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so. The fair market value of the target business will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings and cash flow or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, or if there is a conflict of interest with respect to the transaction, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria. Such investment banking firm will be a member of the Financial Industry Regulatory Authority (FINRA) reasonably acceptable to the representative of the underwriters, and our stockholders may or may not be entitled to rely on such opinion, depending on circumstances at the time. While we will consider whether such an opinion may be relied on by our stockholders, it will not be dispositive as to which investment bank we seek a fairness opinion from. Other factors contributing to such a determination are expected to include, among others: reputation of the independent investment bank, specifically their knowledge in our particular industry, timing and cost of providing the opinion.

Our executive offices are located at 25 East 22nd Street, New York, NY 10010 and our telephone number is (212) 277-6402.

THE OFFERING


Securities offered		20,000,000 units, at $10.00 per unit, each unit consisting of:


		•	one share of common stock; and


		•	one warrant.


Trading commencement and separation of common stock and warrants		The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless Pali Capital, Inc., as representative of the underwriters, determines that an earlier date is acceptable. Pali Capital, Inc. may decide to allow continued trading of the units following such separation, in which case the holders of the units will be required to have their brokers contact our transfer agent in order to separate the units into common stock and warrants. In no event will Pali Capital, Inc. allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K with the Securities and Exchange Commission, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise and consummation of the over-allotment option. We will also include in this Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if Pali Capital, Inc. has allowed separate trading of the common stock and warrants prior to the 90th day after the date of this prospectus. The units will continue to trade along with the common stock and warrants after the units are separated. Holders will need to have their brokers contact our transfer agent in order to separate the units into common stock and warrants.


Private placement of warrants to be sold to insiders and other securities being purchased by insiders		We will sell 6,000,000 sponsor warrants at a purchase price of $1.00 per warrant (for a total purchase price of $6,000,000) to our management stockholders pursuant to a warrant purchase agreement between us and such purchasers. Our management stockholders have entered into this agreement prior to the filing of the registration statement of which this prospectus forms a part. These


		purchases will take place in a private placement that will occur simultaneously with the consummation of this offering. The sponsor warrants will be identical to the warrants underlying the units being offered by this prospectus except that the sponsor warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are still held by the purchasers or their affiliates. Each of the purchasers have agreed, pursuant to the agreements, that he will not sell or transfer the sponsor warrants (except to an affiliate of such purchaser, to relatives and trusts for estate planning purposes, or to our directors at the same cost per warrant originally paid by them) until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our business combination. Pali Capital, Inc. has no intention of waiving these restrictions. In the event of a liquidation prior to our initial business combination, the sponsor warrants will expire worthless.

Common stock:


Number outstanding before this offering		5,750,000 shares⁽¹⁾


Number to be outstanding after this offering		25,000,000 shares⁽²⁾

Warrants:


Number outstanding before this offering		5,750,000 warrants⁽³⁾


Number to be sold to management stockholders		6,000,000 warrants


Number to be outstanding after this offering and sale to management stockholders		31,000,000 warrants⁽⁴⁾


Exercisability		Each warrant is exercisable for one share of common stock.


Exercise price		$7.00

(1)	This number includes an aggregate of 750,000 shares of common stock that are subject to forfeiture by certain of our existing stockholders if the over-allotment option is not exercised by the underwriters.

(2)	Assumes the over-allotment option has not been exercised and an aggregate of 750,000 shares of common stock have been forfeited by certain of our existing stockholders as a result thereof.

(3)	This number includes an aggregate of 750,000 warrants that are subject to forfeiture by certain of our existing stockholders if the over-allotment option is not exercised by the underwriters.

(4)	Assumes the over-allotment option has not been exercised and an aggregate of 750,000 warrants have been forfeited by certain of our existing stockholders as a result thereof.


Exercise period		The warrants (except the initial warrants) will become exercisable on the later of:


		•	the completion of a business combination with a target business; and


		•	, 2009 [one year from the date of this prospectus].


		However, the warrants held by public stockholders will only be exercisable if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. The warrants will expire at 5:00 p.m., New York City time, on , 2012 [four years from the date of this prospectus] or earlier upon redemption.


Redemption		While the warrants are exercisable, we may redeem the outstanding warrants (including any warrants held by the representative of the underwriters as a result of the exercise of its option, but excluding any sponsor warrants or initial warrants held by the existing stockholders or their affiliates) without the consent of Pali Capital, Inc.:


		•	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


		•	if, and only if, the last sales price of our common stock equals or exceeds $14.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.


		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $14.50 trigger price as well as the $7.00 warrant exercise price after the redemption notice is issued.


		If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise warrants to do so on a ‘‘cashless basis.’’ In such event, the holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to


		the date on which the notice of redemption is sent to the holders of warrants. If we call the warrants for redemption and our management does not take advantage of this option to force a cashless exercise, our management stockholders would still be entitled to exercise their sponsor warrants as described above for cash or on a cashless basis. As a result, our management stockholders may have a conflict of interest in determining when to call the warrants for redemption as they would potentially be able to avoid any negative price pressure on the price of the warrants and common stock due to the redemption through a cashless exercise.


		In the event that the common stock issuable upon exercise of the warrants has not been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants, we will not have the right to redeem the warrants owned by such holder. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing common stock price and the warrant exercise price so that if the stock price declines as a result of our redemption call, the redemption will not cause the stock price to drop below the exercise price of the warrants. The sponsor warrants are non-redeemable so long as such warrants are held by our existing stockholders.


Proposed American Stock Exchange symbols for our:


Units		‘‘ .U’’


Common stock		‘‘ ’’


Warrants		‘‘ .WS’’


Initial Units		On or about November 15, 2007, our existing stockholders purchased 5,750,000 of our units for an aggregate purchase price of $25,000 as described above. For a complete discussion of the terms of the initial units, please see ‘‘Description of Securities — Initial Units.’’


Offering proceeds to be held in trust		$192,300,000 of the net proceeds of this offering plus the $6,000,000 we will receive from the sale of the sponsor warrants (for an aggregate of $198,300,000 or approximately $9.92 per unit sold to the public in this offering) will be placed in a trust account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. This


		amount includes $7,000,000 of underwriting discounts and commissions payable to the underwriters in the offering that is being deferred. The underwriters have agreed that such amount will not be paid unless and until we consummate a business combination. Upon the consummation of our initial business combination, the deferred underwriting discounts and commissions shall be released to the underwriters out of the gross proceeds of this offering held in the trust account. Except as set forth below, these proceeds will not be released until the earlier of the completion of a business combination and our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.


		Notwithstanding the foregoing, there can be released to us from the trust account interest earned on the funds in the trust account after taxes (i) up to an aggregate of $2,400,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any amounts we may need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially $100,000).


		None of the warrants may be exercised until after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.


Limited payments to insiders		There will be no fees, reimbursements, cash payments or any other form of compensation paid to our existing stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than:


		•	repayment of a $175,000 loan, plus interest at the rate of 4.25% per annum, compounded semi-annually, made by David Chu, to us;


		•	payment of $10,000 per month to DC Management Group LLC, an affiliate of David Chu, our Chairman and Chief Executive Officer, for certain administrative, technology and secretarial services, as well as the use of certain office space; and


		•	reimbursement of out-of-pocket expenses incurred by our existing stockholders in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations, with no limit as to such reimbursement.


Amended and Restated Certificate of Incorporation		As discussed below, there are specific provisions in our amended and restated certificate of incorporation that may not be amended prior to our consummation of a business combination, including our requirements to seek stockholder approval of such a business combination and to allow our stockholders to seek conversion of their shares if they do not approve of 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 Delaware law, we view these provisions, which are contained in Article Seventh of our amended and restated certificate of incorporation, as obligations to our stockholders and will not take any action to amend or waive these provisions.


		Our amended and restated certificate of incorporation also provides that we will continue in existence only until , 2010 [twenty four months from the date of this prospectus]. If we have not completed a business combination by such date, our corporate existence will 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 dissolution 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 dissolution and 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 amended and restated certificate of incorporation to provide for our perpetual existence, thereby removing this 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 amended and restated certificate of incorporation to provide for our perpetual existence would require the affirmative vote of a majority of our outstanding shares of common stock. We view this provision terminating our corporate life by , 2010 [twenty four months from the date of this prospectus] as an obligation to our stockholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business combination.


Stockholders must approve business combination		Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect any 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 will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their initial shares in accordance with the majority of the shares of common stock voted by the public stockholders. Any shares acquired in this offering or in the aftermarket by existing stockholders and their designees will be voted in favor of the business combination. Accordingly, our existing stockholders will not be able to exercise conversion rights with respect to a potential business combination. We will proceed with a business combination only if (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination, (ii) a majority of the outstanding shares of common stock vote in favor of an amendment to our amended and restated certificate of incorporation to provide for our perpetual existence and (iii) public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights described below. Accordingly, it is our understanding and intention in every case to structure and consummate a business combination in which 40% (minus one share) of the public stockholders may exercise their conversion rights and the business combination will still go forward.


Conversion rights of stockholders voting to reject a business combination		Pursuant to our amended and restated certificate of incorporation, public stockholders voting against a business combination will be entitled to convert their stock into a pro rata share of the trust account (initially approximately $9.92 per share, or approximately $9.88 per share if the over-allotment option is exercised), plus any interest earned on their portion of the trust account but less any interest that has been released to us as described above to fund our working capital requirements and pay any of our tax obligations, if the business combination is approved and completed. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a ‘‘group,’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares owned by him or his affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of stock before the vote held to approve a proposed business combination and attempt to use the conversion right as a means to force us or our management to purchase their stock at a significant premium to the then current market price. Absent this provision, for example, a public stockholder who owns 15% of the shares sold in this offering could threaten to vote against a proposed business combination and seek conversion, regardless of the merits of the transaction, if his shares are not purchased by us or our management at a premium to the then current market price (or if management refuses to transfer to him some of their initial units, initial shares, initial warrants or sponsor warrants). By limiting a stockholder’s ability to convert only 10% of the shares sold in this offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction which is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction.


		We view the right to seek conversion as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. Our existing stockholders will not have such conversion rights with respect to the initial shares, but will have such conversion rights with respect to any shares they purchase in this offering or in the aftermarket.


		Public stockholders who convert their stock into their share of the trust account will continue to have the right to exercise any warrants they may hold.


		An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Additionally, we may require public stockholders, whether they are a record holder or hold their shares in ‘‘street name,’’ to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this 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 $35 and it would be up to the broker whether or not to pass this cost on to the converting holder.


		The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time we send out our proxy statement through the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in ‘‘street name,’’ in a matter of hours (because the transfer is made electronically once final instruction is given to the Depository Trust Company) by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor.


		Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically).


		If a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until twenty four months from the date of this prospectus. If the initial business combination is not approved or completed for any reason, then public


		stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to deliver their certificates prior to the meeting, we will promptly return such certificates to the public stockholder.


		Investors in this offering who do not sell, or who receive less than an aggregate of approximately $0.08 of net sales proceeds for, the warrants included in the units, and persons who purchase common stock in the aftermarket at a price in excess of $9.92 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or adjusted purchase price. Because converting stockholders will receive their proportionate share of the deferred underwriting discounts and commissions and the underwriters will be paid the full amount of their deferred underwriting compensation at the time of the consummation of our initial business combination, the company (and, therefore, the non-converting stockholders) will bear the financial effect of such payments to both the converting stockholders and the underwriters.


		Because our existing stockholders have agreed to vote any shares acquired by them in this offering or the aftermarket in favor of a business combination negotiated by our executive officers, they are not entitled to conversion rights with respect to any such shares if the business combination is approved and completed.


Liquidation if no business combination		As described above, if we have not consummated a business combination by , 2010 [twenty four months from the date of this prospectus], our corporate existence will cease by operation of law and we will promptly distribute only to our public stockholders (including our existing stockholders to the extent they have purchased shares in this offering or in the aftermarket) the amount in our trust account (including any accrued interest then remaining in the trust account, after taxes payable on such interest) 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 $9.92, plus interest 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 be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time 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 be potentially brought against us. As such, our stockholders could potentially be liable for any claims of creditors to the extent of distributions received by them (but no more); and


		•	while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such 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. To date, we do not have waiver agreements in place with respect to any party that is currently providing services to us. David Chu, our Chairman and Chief Executive Officer, has agreed that he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Although we are unable to specify the approximate dollar amount of a shortfall that Mr. Chu is capable of funding, Mr. Chu has not limited the maximum dollar amount he has agreed to fund to satisfy his indemnification obligations. In addition, we have not taken any steps beyond receiving representations from Mr. Chu to assess whether Mr. Chu would be able to satisfy his indemnification obligations. Although we have a fiduciary obligation to pursue Mr. Chu to enforce his indemnification obligations, and intend to pursue such actions as and when we deem appropriate, there can be no assurance he will be able to satisfy those obligations, if required to do so. The only obligations not covered by such indemnity are with respect to claims of creditors, vendors, service providers and target businesses that have executed a waiver of their right to seek payment of amounts due to them out of the trust account. Furthermore, Mr. Chu will not have


			any personal liability as to any claimed amounts owed to a third party who executed a waiver (including a prospective target business). Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public stockholders receive no less than $9.92 per share upon liquidation.


		We anticipate the distribution of the funds in the trust account to our public stockholders will occur by , 2010 [10 business days from the date our corporate existence ceases]. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, David Chu has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment for such expenses.


Escrow of existing stockholders’ securities		On the date of this prospectus, all of our existing stockholders, including all of our officers and directors, will place their initial units into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions (such as transfers (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement), these units will not be transferable during the escrow period and will not be released from escrow until one year after the consummation of our initial business combination or earlier if, following a business combination, (a) the last sales price of our common stock equals or exceeds $14.50 per share for any 20 trading days within any 30 trading day period or (b) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private sales will be permitted in order to allow our existing stockholders to transfer shares of our common stock to officers and directors who may be hired or appointed after the date of this prospectus.


		Additionally, on the date of this prospectus, the sponsor warrants will be placed into the escrow account maintained with Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, the


		sponsor warrants will not be transferable during the escrow period and will not be released from escrow until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our business combination.

Risks

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section entitled ‘‘Risk Factors’’ beginning on page 20 of this prospectus.

SUMMARY FINANCIAL DATA

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


	November 16, 2007
	Actual				As Adjusted⁽¹⁾
Balance Sheet Data:
Working capital (deficiency)		$	(89,957	)		$	191,419,750
Total assets			309,707				198,419,750
Total liabilities			289,957				7,000,000	⁽²⁾
Value of common stock which may be converted to cash			—				79,359,990
Stockholders’ equity			19,750				112,059,760

(1)	Includes the $6,000,000 we will receive from the sale of the sponsor warrants.

(2)	Includes the $7,000,000 deferred underwriters’ discounts and commissions payable to the underwriters upon completion of the business combination.

The ‘‘as adjusted’’ information gives effect to the sale of the units we are offering, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.

The working capital deficiency excludes $109,707 of costs related to this offering which were paid or accrued prior to November 16, 2007. These deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders’ equity in the ‘‘as adjusted’’ information.

The ‘‘as adjusted’’ total assets amounts include the $198,300,000 to be held in the trust account, which will be available to us only upon the consummation of a business combination within the time period described in this prospectus. This trust amount includes $7,000,000 (or approximately $0.35 per share) of deferred underwriting discounts and commissions payable to the underwriters in the offering only if we consummate a business combination. If a business combination is not so consummated, the trust account totaling $198,300,000 of net proceeds from the offering, including $6,000,000 of proceeds from the private placement of the sponsor warrants, and all accrued interest earned thereon less (i) up to $2,400,000 that may be released to us to fund our expenses and other working capital requirements and (ii) any amounts released to us to pay our income or other tax obligations, will be distributed solely to our public stockholders (subject to our obligations under Delaware law to provide for claims of creditors).

We will not proceed with a business combination if public stockholders owning 40% or more of the shares sold in this offering vote against the business combination and exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning up to 40% (minus one share) of the shares sold in this offering exercise their conversion rights. If this occurred, we would be required to convert to cash up to 40% (minus one share) of the 20,000,000 shares sold in this offering, or 7,999,999 shares of common stock, for an initial per-share conversion price of approximately $9.92 (for an aggregate maximum conversion price of approximately $79,359,990), without taking into account interest earned on the trust account. The actual per-share conversion price will be equal to:


	•	the amount in the trust account, including all accrued interest after distribution of interest income on the trust account balance to us as described above, as of two business days prior to the proposed consummation of the business combination,


	•	divided by the number of shares of common stock sold in the offering.

Because converting stockholders will receive their proportionate share of the deferred underwriting discounts and commissions and the underwriters will be paid the full amount of their deferred underwriting compensation at the time of the consummation of our initial business combination, we (and, therefore, the non-converting stockholders) will bear the financial effect of such payments to both the converting stockholders and the underwriters.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the material risks described below, which we believe represent all the material risks related to the offering, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks associated with our business

We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to commence operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business combination.

If we are forced to liquidate before a business combination and distribute the trust account, our public stockholders may receive less than $10.00 per share and our warrants will expire worthless.

If we are unable to complete a business combination within 24 months from the date of this prospectus and are forced to liquidate our assets, the per-share liquidation distribution will be less than $10.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no distribution with respect to our outstanding warrants which will expire worthless if we liquidate before the completion of a business combination.

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

We have 24 months in which to complete a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only then in cases where investors have sought conversion of their shares. Only after the expiration of this full time period will public stockholders be entitled to liquidation distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

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

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a ‘‘blank check’’ company under the United States securities laws. However, since our securities will be listed on the American Stock Exchange, a national securities exchange, and we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules, such as entitlement to all the interest earned on the funds deposited in the trust account. Because we are not subject to Rule 419, our units will be immediately tradable and we have a longer period of time to complete a business combination in certain circumstances than we would if we were subject to such rule.

Unlike many other blank check offerings, we allow up to 40% (minus one share) of our public stockholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

When we seek stockholder approval of a business combination, we will offer each public stockholder (other than our existing stockholders) the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated.

We will consummate the initial business combination only if the following two conditions are met: (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and (ii) public stockholders owning 40% or more of the shares sold in this offering do not vote against the business combination and exercise their conversion rights. We believe that most other blank check companies have a conversion threshold of 20%, which makes it more difficult for such companies to consummate their initial business combination. Thus, because we permit a larger number of stockholders to exercise their conversion rights, it will be easier for us to consummate an initial business combination with a target business which you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

Exercise of conversion rights must be effected pursuant to a specific process which may take time to complete and may result in the expenditure of funds by stockholders seeking conversion.

A stockholder requesting conversion of his, her or its common stock into cash may do so at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination. If the Company exercises its rights to force the stockholders to tender their certificates, a stockholder would have from the time we send out our proxy statement through the vote on the business combination to tender (either electronically or through the delivery of physical stock certificates) his shares of common stock if he, she or it wishes to seek to exercise his, her or its conversion rights, a period which is expected to be not less than 10 nor more than 60 days. 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 $35 and it would be up to the broker whether or not to pass this cost on to the converting holder. There may be additional mailing and other nominal charges depending on the particular process used to tender common stock. Although we believe the time period, costs and other potential burdens associated with the tendering process are not onerous for an average investor, this process may result in additional burdens for stockholders, including mis-delivery or any other defect in the tendering process.

Additionally, if a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until twenty four months from the date of this prospectus. If the initial business combination is not approved or completed for any reason, public stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to tender their certificates prior to the meeting, we will promptly return such certificates to the tendering public stockholder. In such case, they would then have to comply with the tendering process again for any vote against a subsequent business combination.

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

When we seek stockholder approval of any business combination, we will offer each public stockholder (but not our existing stockholders) the right to have his, her, or its shares of common

stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a ‘‘group’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Accordingly, if you purchase more than 10% of the shares sold in this offering and a proposed business combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares or sell them in the open market. We cannot assure you that the value of such additional shares will appreciate over time following a business combination or that the market price of the common stock will exceed the per-share conversion price.

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

Since 2003, based upon publicly available information, approximately 138 similarly structured blank check companies have completed initial public offerings in the United States. Of these companies, only 40 companies have consummated a business combination, while 23 other companies have announced they have entered into a definitive agreement for a business combination, but have not consummated such business combination, and 6 companies have failed to complete business combinations and have either dissolved or announced their intention to dissolve and return trust proceeds to their stockholders. Accordingly, there are approximately 69 blank check companies with more than $11.2 billion in trust that are seeking to carry out a business plan similar to our business plan. Of these, there are 8 blank check companies which collectively have more than $1.4 billion in trust that are focused on the consumer-oriented sector. Furthermore, there are a number of additional offerings for blank check companies that are still in the registration process but have not completed initial public offerings and there are likely to be more blank check companies filing registration statements for initial public offerings after the date of this prospectus and prior to our completion of a business combination. While some of those companies must complete a business combination in specific industries, a number of them may consummate a business combination in any industry they choose. Therefore, we may be subject to competition from these and other companies seeking to consummate a business plan similar to ours. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time periods.

Substantial resources could be expended in researching business combinations that are not consummated, which could materially adversely affect subsequent attempts to locate and consummate a business combination.

We anticipate the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and other third party fees and expenses. If we decide not to enter into an agreement with respect to a specific proposed business combination we have investigated, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control, such as public stockholders holding 40% or more of the shares sold in this offering voting against the business combination and opting to have us redeem their stock into a pro rata share of the trust account even if a majority of our stockholders approve the business combination. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and consummate a business combination.

If the net proceeds of this offering not being held in trust are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete a business combination.

We believe that, upon consummation of this offering, the funds available to us outside of the trust account, plus the interest earned on the funds held in the trust account that may be available to us,

will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. However, we cannot assure you that our estimates will be accurate. We could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a ‘‘no-shop’’ provision (a provision in letters of intent designed to keep target businesses from ‘‘shopping’’ around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

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

Of the net proceeds of this offering, 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 being earned on the proceeds held in the trust account to provide us with additional working capital we will need to identify one or more target businesses and to complete our initial business combination, as well as to pay any tax obligations that we may owe. While we are entitled to have released to us for such purposes up to $2,400,000 of interest 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 structure, negotiate or close an initial business combination. In such event, we would need to borrow funds from our existing stockholders to operate or may be forced to liquidate. Our existing stockholders are under no obligation to advance funds in such circumstances.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than approximately $9.92 per share.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and service providers we engage and prospective target businesses we negotiate with, execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements. Furthermore, there is no guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account. Nor is there any guarantee that a court would uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders. If we liquidate before the completion of a business combination and distribute the proceeds held in trust to our public stockholders, David Chu, our Chairman and Chief Executive Officer, has agreed that he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Based on representations made to us by Mr. Chu, we currently believe that he is capable of funding a shortfall in our trust account to satisfy his foreseeable indemnification obligations. However, we have not asked him to reserve for such an eventuality. Although we are unable to specify the approximate dollar amount of a shortfall that Mr. Chu is capable of funding, Mr. Chu has not limited the maximum dollar amount he has agreed to fund to satisfy his indemnification obligations. In addition, we have not taken any steps beyond receiving representations from Mr. Chu to assess whether Mr. Chu would be able to satisfy his indemnification obligations. Although we have a fiduciary obligation to pursue Mr. Chu to enforce his indemnification obligations, and intend to pursue such actions as and when we deem appropriate, there can be no assurance he will be able to satisfy those obligations, if required to do so or that the proceeds in the trust account will not be reduced by such claims. Furthermore, Mr. Chu will not have any personal liability as to any claimed amounts owed to a third party who executed a waiver (including a prospective target business). Additionally, in the case of a prospective target business that

did not execute a waiver, such liability will only be in an amount necessary to ensure that the public stockholders receive no less than $9.92 per share upon liquidation.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $9.92 per share.

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

Our amended and restated certificate of incorporation provides that we will continue in existence only until 24 months from the date of this prospectus. If we have not completed a business combination by such date and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law, 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 before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after the expiration of the twenty four 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 that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor 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 [twenty four months from the date of this prospectus], 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. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to be worthless.

No warrant held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless at the time such holder seeks to exercise such warrant, a registration statement relating to the common stock issuable upon exercise of the warrant is effective and current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. In no event will we be required to net cash settle any warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants held by public stockholders may have no value, the market for such warrants may be limited and such warrants may expire worthless. As a result, a purchaser of a unit may pay the full unit purchase price solely for the shares underlying the unit. Notwithstanding the foregoing, the sponsor warrants may be exercisable for unregistered shares of common stock even if no registration relating to the common stock issuable upon exercise of the warrants is effective and current.

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

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

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

Since we have not yet selected a target business with which to complete a business combination, we are unable to currently ascertain the particular merits or risks of the business in which we may ultimately operate.

Although we intend to focus our efforts on the consumer-oriented sector, there is no current basis for you to evaluate the possible merits or risks of the particular target business which we may ultimately acquire. To the extent we complete a business combination with a financially unstable company or an entity in its development stage, we may be affected by numerous risks inherent in the business operations of those entities. Although our management will endeavor to evaluate the risks inherent in our industry or a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct

investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target business, see the section appearing elsewhere in this prospectus entitled ‘‘Proposed Business — Effecting a business combination — We have not identified a target business.’’

We may seek investment opportunities in industries outside of the consumer-oriented sector (which industries will be outside of our management’s area of expertise).

Although we intend to focus on identifying acquisition candidates in the consumer-oriented sector and we will not initially actively seek to identify acquisition candidates in other industries (which industries will be outside of our management’s area of expertise), in the event that an opportunity is presented to us in another industry, we may consider pursuing that opportunity if we conclude that it represents an attractive investment opportunity. In addition, if we are unable to identify an acquisition candidate which we deem to be attractive in the consumer-oriented sector by a date that is approximately 12 months following the date of this prospectus, and after we have pursued diligently a number of target businesses in the consumer-oriented sector, we may then decide to more actively seek opportunities in other industries. At present, we are not able to ascertain (i) what opportunities, if any, in industries outside of the consumer-oriented sector may be presented to us or (ii) which other industries we may choose to examine with the objective of identifying a favorable investment opportunity. Although our management will endeavor to evaluate the risks inherent in any particular acquisition candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in an acquisition candidate.

Subject to the limitations that a target business must have a fair market value of at least 80% of our net assets at the time of the acquisition (less the deferred underwriting discount and taxes payable), we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate.

We may not obtain an opinion from an unaffiliated third party as to the fair market value of the target acquisition or that the price we are paying for the business is fair to our stockholders.

We are not required to obtain an opinion from an unaffiliated third party that either the target acquisition we select has a fair market value in excess of 80% of our net assets held in the trust account (less the deferred underwriting discount and taxes payable) or that the price we are paying is fair to stockholders unless (i) our board is not able to independently determine that a target acquisition has a sufficient market value or (ii) there is a conflict of interest with respect to the transaction. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors.

We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely 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 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering and the purchase of the sponsor warrants (assuming no exercise of the underwriters’ over-allotment option), there will be 92,000,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of the shares upon full exercise of our outstanding warrants (including the initial warrants) and the purchase option granted to the underwriters) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitment as of the date of this offering, we may issue a substantial number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:


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


	•	may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock;


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


	•	may adversely affect prevailing market prices for our common stock.

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


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


	•	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;


	•	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and


	•	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

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

Our key personnel will be able to remain with the company after the consummation of a business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

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

Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We do not intend to have any full-time employees prior to the consummation of a business combination. All of our executive officers are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be resolved in our favor.

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

In light of our existing stockholders’, officers’ and directors’ involvement with other consumer-oriented companies and our intent to complete a business combination with one or more operating businesses in the same industry, we may decide to acquire one or more businesses affiliated

with our existing stockholders, officers or directors. Despite our agreement to obtain an opinion from an independent investment banking firm regarding the fairness to our public stockholders from a financial point of view of a business combination with one or more businesses affiliated with our existing stockholders, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

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

Our officers and directors may be, or may in the future become, affiliated with entities, including other ‘‘blank check’’ companies, engaged in business activities similar to those intended to be conducted by us. Additionally, our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor. As a result, a potential target business may be presented to another entity prior to its presentation to us and we may miss out on a potential transaction.

All of our officers and directors own shares of our common stock and warrants. These shares and warrants will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

All of our officers and directors own shares of our common stock and warrants that were issued prior to this offering. Additionally, our management stockholders are purchasing sponsor warrants simultaneously with the consummation of this offering. Such individuals have waived their right to receive distributions with respect to their initial shares upon our liquidation if we are unable to consummate a business combination. Accordingly, the initial shares, as well as the sponsor warrants and the initial warrants, and any warrants purchased by our officers or directors in this offering or in the aftermarket will be worthless if we do not consummate a business combination. The personal and financial interests of our officers and directors may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our officers’ and directors’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

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

Our existing stockholders own units (which were purchased for an aggregate of $25,000) that will be worthless if we do not consummate a business combination. In addition, our management stockholders purchased warrants exercisable for our common stock (for an aggregate of $6,000,000), which will also be worthless if we do not consummate a business combination. Given the interest that our existing stockholders have in a business combination being consummated, it is possible our existing stockholders will acquire additional securities from public stockholders (in the open market and/or in privately negotiated transactions) who have elected to convert their shares of our common stock in order to change their vote and insure the business combination will be approved (which could result in a business combination being approved even if, after the announcement of the business combination, 40% or more of our public stockholders would have elected to exercise their conversion rights, or more than 50% of our public stockholders would have voted against the business combination, but for the purchases made by our existing stockholders). At this time we have no

indication any of our existing stockholders intend to do so. Although we do not know for certain the factors that would cause our existing stockholders to purchase such additional securities, we believe some of the factors they would consider are: (i) the trading price of our securities, (ii) their aggregate investment in our securities, (iii) whether it appears that a substantial number of public stockholders are voting against a proposed business combination, and (iv) their interest in the target business or businesses once the target business or businesses have been identified.

Any privately negotiated transaction with a stockholder would include a contractual acknowledgement that such stockholder, although still the record holder of our common stock, is no longer the beneficial owner thereof and therefore agrees to vote such shares of common stock as directed by such existing stockholders. In the event any of our existing stockholders purchase shares in privately negotiated transactions from public stockholders who have already submitted proxies to vote against a proposed business combination and requested conversion of their shares, such selling stockholders would be required to revoke their prior proxies to vote against the proposed acquisition and to revoke their prior elections to convert their shares and to cast new votes in favor of the proposed acquisition. The revocation of prior negative proxies to vote against a business combination and substitution therefor of votes in favor of the proposed acquisition would have the effect of reducing conversions and increasing votes in favor of the proposed acquisition, thereby making it more likely that a proposed business combination would be approved.

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

We anticipate that our securities will be listed on the American Stock Exchange, a national securities exchange, upon consummation of this offering. We cannot assure you that our securities will continue to be listed on the American Stock Exchange in the future prior to a business combination. Additionally, in connection with our business combination, it is likely that the American Stock Exchange will require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the American Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse consequences, including:


	•	a limited availability of market quotations for our securities;


	•	a determination that our common stock is a ‘‘penny stock’’ which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;


	•	a limited amount of news and analyst coverage for our company; and


	•	a decreased ability to issue additional securities or obtain additional financing in the future.

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

Our business combination must be with a business with a fair market value of at least 80% of our net assets held in the trust account at the time of such acquisition (less the deferred underwriting discount and taxes payable), although this may entail the simultaneous acquisitions of several operating businesses at the same time. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:


	•	solely dependent upon the performance of a single business, or


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

This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

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

The ability of our 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 any business combination, we will offer each public stockholder (but not our existing stockholders) the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Such holder must both vote against such business combination and then exercise his, her or its conversion rights to receive a pro rata portion of the trust account. Accordingly, if our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such 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 our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. Unlike most other blank check offerings which have a 20% conversion threshold, we will proceed with the business combination if public stockholders holding less than 40% of the shares sold in this offering exercise their conversion rights. As a result of our higher conversion threshold, we may have less cash available to complete a business combination. Accordingly, this increase in conversion threshold to 40% may hinder our ability to consummate a business combination in the most efficient manner or to optimize our capital structure. Since 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 a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having a leverage ratio that is not optimal for our business combination. This may limit our ability to effectuate the most attractive business combination available to us.

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

We expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, the obligation we have to seek stockholder approval of a business combination may delay the

consummation of a transaction. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. Because only 63 of the 138 blank check companies that have gone public in the United States since 2003 have either consummated a business combination or entered into a definitive agreement for a business combination, it may indicate that there are fewer attractive target businesses available to such entities like our company or that many privately held target businesses are not inclined to enter into these types of transactions with publicly held blank check companies like ours. If we are unable to consummate a business combination with a target business within the prescribed time periods, we will be forced to liquidate.

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

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

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

Upon consummation of our offering, our existing stockholders (including all of our officers and directors) will collectively own 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in this offering). In addition, it is unlikely there will be an annual meeting of stockholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office until at least the consummation of the business combination. Accordingly, our existing stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our existing stockholders will continue to exert control at least until the consummation of a business combination.

Our existing stockholders paid an aggregate of $25,000, or approximately $0.004 per unit, for their units and, accordingly, you will experience immediate and substantial dilution in the shares of our common stock included in our units.

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units we are offering by this prospectus and the sponsor warrants, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to the investors in this offering. Our existing stockholders acquired their initial shares of common stock (allocating all of the purchase price for the initial units to the initial shares and none to the initial warrants included in the initial units) at a nominal price, significantly contributing to this dilution. Upon consummation of this offering, assuming the underwriters’ over-allotment option is not exercised and the existing stockholders forfeit the intitial units and assuming no value is ascribed to the warrants included in the units, you and the other new investors

will incur an immediate and substantial dilution of approximately 34.08% or $3.41 per share (the difference between the pro forma net tangible book value per share of $6.59, and the initial offering price of $10.00 per unit).

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

If we call our warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his warrants to do so on a ‘‘cashless basis.’’ In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ and (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sales price of our common stock for the 10 trading days ending on the third trading day prior to the date on which notice of redemption is sent to the holders of the warrants. If our management 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 warrants for cash. This will have the effect of reducing the potential ‘‘upside’’ of the holder’s investment in our company.

Our management stockholders may have a conflict of interest in determining when to call the warrants for redemption as they would potentially be able to avoid any negative price pressure on the price of the warrants and common stock due to the redemption through a cashless exercise.

If we call the warrants for redemption and our management does not take advantage of their option to force a cashless exercise, our management stockholders would still be entitled to exercise their sponsor warrants for cash or on a cashless basis. As a result, our management stockholders may have a conflict of interest in determining when to call the warrants for redemption as they would potentially be able to avoid any negative price pressure on the price of the warrants and common stock due to the redemption through a cashless exercise.

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

We will be issuing warrants to purchase 20,000,000 shares of common stock (or 23,000,000 shares of common stock if the underwriters’ over-allotment option is exercised) as part of the units offered by this prospectus. We also have sold the initial warrants as part of the initial units to purchase 5,750,000 shares of common stock (or 5,000,000 shares of common stock if the underwriters’ over-allotment option is not exercised in full), and will sell the sponsor warrants to purchase 6,000,000 shares of common stock. We will also issue an option to purchase 1,000,000 units to Pali Capital, Inc., which, if exercised, will result in the issuance of an additional 1,000,000 shares of common stock and 1,000,000 warrants. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these warrants and option could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of any shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

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

Our existing stockholders are entitled to make a demand that we register the resale of their initial shares and initial warrants at any time commencing on the date on which their shares are released from escrow. Additionally, the purchasers of the sponsor warrants are entitled to demand that we register the resale of their sponsor warrants and underlying shares of common stock at any time after we consummate a business combination. If such individuals exercise their registration rights with respect to all of their securities, then there will be an additional 5,750,000 shares of common stock (5,000,000 in the event the over-allotment option is not exercised) and 11,750,000 warrants, as well as 11,750,000 shares of common stock underlying the warrants (11,000,000 in the event the over-allotment option is not exercised) eligible for trading in the public market. The presence of these additional securities trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or may request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our common stock.

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 complete a business combination.

We do not believe our anticipated principal activities will subject us to the Investment Company Act of 1940, as amended. Companies that fall within the definition of an ‘‘investment company’’, as set forth in Section 3 of the Investment Company Act of 1940, as amended, and the regulations thereunder, which we refer to as the 1940 Act, are subject to registration and substantive regulation under the 1940 Act. Companies that are subject to the 1940 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 1940 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 (Section 3(a)(1)(A) of the 1940 Act); or (2) that has more than 40% of its assets (exclusive of U.S. government securities and cash items) in ‘‘investment securities,’’ (Section 3(a)(1)(C) of the 1940 Act) or (3) that is a ‘‘special situation investment company’’ (such as a merchant bank or private equity fund).

In order not to be regulated as an investment company under the 1940 Act, unless we can qualify for an exclusion, we must ensure 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 companies with a view to resale or profit from sale of the businesses. We do not plan to buy unrelated businesses or to be a passive investor. We do not believe our anticipated principal activities will subject us to the 1940 Act.

In order to avoid being deemed an ‘‘investment company’’, the proceeds held in the trust account may be invested by the trust account agent only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the 1940 Act with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act. By restricting the investment of the proceeds to these instruments, we intend to avoid being deemed an investment company within the meaning of the 1940 Act. This offering is not intended for persons who are seeking a return on investments in government securities. The trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, liquidation and return of the funds held in this

trust account to our public stockholders. If we are deemed to be an investment company under the 1940 Act, we may be subject to certain restrictions that may make it more difficult for us to complete a business combination, including:


	•	restrictions on the nature of our investments; and


	•	restrictions on the issuance of securities.

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


	•	registration as an investment company;


	•	adoption of a specific form of corporate structure; and


	•	reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

Compliance with these additional regulatory burdens would require additional expense for which we have not allotted funds.

The determination of the offering price of our units and sponsor warrants is more arbitrary compared with the pricing of securities for an operating company in a particular industry.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants, as well as the price of the sponsor warrants, were negotiated between us and the representative of the underwriters. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, and the sponsor warrants include:


	•	the history and prospects of companies whose principal business is the acquisition of other companies;


	•	prior offerings of those companies;


	•	our prospects for acquiring an operating business at attractive values;


	•	our capital structure;


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


	•	our belief that the aggregate gross proceeds raised in this offering will be sufficient to complete a desirable acquisition;


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


	•	other factors as were deemed relevant.

In consultation with our underwriters, we determined the size of this offering based on our beliefs concerning the capital that could be successfully raised given market conditions, our company’s business, our management team and other factors. With an equity base equivalent to the net proceeds of this offering and the private placement, we believe we will have the ability to consider a broad range of potential target businesses possessing the scale of operations and developed infrastructure that will allow us to execute a business plan which will leverage our skills and resources. The determination of the offering price of our units and the valuation accorded to our company is more arbitrary than the pricing of securities for, or valuation of, operating companies in general.

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

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


	•	tariffs and trade barriers;


	•	regulations related to customs and import/export matters;


	•	longer payment cycles;


	•	tax issues, such as tax law changes and variations in tax laws as compared to the United States;


	•	currency fluctuations;


	•	challenges in collecting accounts receivable;


	•	cultural and language differences; and


	•	employment regulations.

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

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

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties against our directors and officers under 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Such forward-looking statements include statements regarding, among others, (i) our expectations about possible business combinations, (ii) our growth strategies, (iii) our future financing plans, and (iv) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘approximate,’’ ‘‘estimate,’’ ‘‘believe,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘budget,’’ ‘‘could,’’ ‘‘forecast,’’ ‘‘might,’’ ‘‘predict,’’ ‘‘shall’’ or ‘‘project,’’ or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this prospectus. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under ‘‘Risk Factors’’ and matters described in this prospectus generally. In light of these risks and uncertainties, the events anticipated in the forward-looking statements may or may not occur.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential business combinations, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:


	•	our status as a development stage company;


	•	our liquidation prior to a business combination;


	•	the reduction of the proceeds held in the trust account due to third-party claims;


	•	our selection of a prospective target business or asset;


	•	our issuance of our capital shares or incurrence of debt to complete a business combination;


	•	our ability to consummate an attractive business combination due to our limited resources and the significant competition for business combination opportunities;


	•	conflicts of interest of our officers and directors;


	•	potential current or future affiliations of our officers and directors with competing businesses;


	•	our ability to obtain additional financing if necessary;


	•	the control by our existing stockholders of a substantial interest in us;


	•	the adverse effect the outstanding warrants and options may have on the market price of our common shares;


	•	the existence of registration rights with respect to the securities owned by our existing stockholders;


	•	the lack of a market for our securities;


	•	our being deemed an investment company;


	•	our dependence on our key personnel;


	•	our common stock becoming subject to the SEC’s ‘‘penny stock’’ rules;


	•	our dependence on a single company after our business combination;


	•	business and market outlook;


	•	our growth as a whole;


	•	our and our customers’ business strategies;


	•	environmental, permitting and other regulatory risks;


	•	foreign currency fluctuations and overall political risk in foreign jurisdictions;


	•	operating and capital expenditures by us and the insurance industry;


	•	our competitive position;


	•	outcomes of legal proceedings;


	•	expected results of operations and/or financial position;


	•	future effective tax rates; and


	•	compliance with applicable laws.

These risks and others described under ‘‘Risk Factors’’ are not exhaustive.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it, and is expressly qualified in its entirety by the foregoing cautionary statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

USE OF PROCEEDS

We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the sponsor warrants (all of which will be deposited into the trust account), will be as set forth in the following table:


	Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From offering		$	200,000,000		$	230,000,000
From private placement			6,000,000			6,000,000
Total gross proceeds		$	206,000,000		$	236,000,000
Offering expenses⁽¹⁾
Underwriting discount (7% of gross proceeds from offering, 3.5% of which is payable at closing and 3.5% of which is payable upon consummation of a business combination)⁽²⁾		$	7,000,000		$	8,050,000
Legal fees and expenses			300,000			300,000
Miscellaneous expenses			49,279			49,279
Printing and engraving expenses			75,000			75,000
American Stock Exchange filing and listing fee			70,000			70,000
Accounting fees and expenses			50,000			50,000
SEC registration fee			12,971			12,971
FINRA filing fee			42,750			42,750
Total offering expenses		$	7,600,000		$	8,650,000
Net proceeds⁽³⁾
Held in trust		$	198,300,000		$	227,250,000
Not held in trust			100,000			100,000
Total net proceeds		$	198,400,000		$	227,350,000
Use of net proceeds not held in trust and up to $2,400,000 available from interest income earned on the trust account⁽⁴⁾⁽⁵⁾
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination		$	850,000		$	850,000
Due diligence of prospective target businesses by officers, directors and existing stockholders			300,000			300,000
Legal and accounting fees relating to SEC reporting obligations			200,000			200,000
Payment of administrative fee ($10,000 per month for two years)			240,000			240,000
Working capital to cover deposits, down payments, exclusivity fees, finder’s fees, road show expenses, D&O insurance, general corporate purposes, reserves, including for costs of dissolution and liquidation, if necessary, and other miscellaneous expenses			910,000			910,000
Total		$	2,500,000		$	2,500,000

(1)	Approximately $175,000 of the offering expenses have been paid from a loan we have received from David Chu. This loan will be repaid out of the proceeds of this offering available to us and/or up to $2,400,000 of interest income earned on the trust account.

(2)	No discounts or commissions will be paid with respect to the purchase of the sponsor warrants. For purposes of presentation, the underwriting discounts are reflected as the amount payable to the underwriters upon consummation of the offering. An additional $7,000,000, all of which will

be deposited in trust following the consummation of the offering, is payable to the underwriters only if and when we consummate a business combination.

(3)	Includes $7,000,000 held in trust for the benefit of the underwriters in the event we consummate a business combination.

(4)

The amount of proceeds not held in trust will remain constant at $100,000 even if the over-allotment option is exercised. In addition, $2,400,000 of interest income earned on the amounts held in the trust account will be available to us to pay for our working capital requirements. 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.

(5)

These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.

In addition to the offering of units by this prospectus, our management stockholders have committed to purchase the sponsor warrants (for an aggregate purchase price of $6,000,000) from us. These purchases will take place in a private placement that will occur simultaneously with the consummation of this offering. We will not pay any discounts or commissions with respect to the purchase of the sponsor warrants. All of the proceeds we receive from this purchase will be placed in the trust account described below.

$192,300,000, or $221,250,000 if the over-allotment option is exercised in full, of net proceeds of this offering, plus the $6,000,000 we will receive from the sale of the sponsor warrants, will be placed in a trust account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company, New York, New York, as trustee. This amount includes $7,000,000 of the underwriting discounts and commissions payable to the underwriters in this offering. The underwriters have agreed that such amount will not be paid unless and until we consummate a business combination and have waived their right to receive such payment upon our liquidation if we are unable to complete a business combination. The funds held in trust will be invested only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest income earned on the trust account that may be released to us of (i) up to $2,400,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any additional amounts we may need to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business combination or the liquidation of the trust account as part of our plan of dissolution and liquidation. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

The payment to DC Management Group LLC, an affiliate of David Chu, our Chairman and Chief Executive Officer, of a monthly fee of $10,000 is for certain administrative, technology and secretarial services, as well as the use of certain office space. This arrangement is being agreed to for our benefit and is not intended to provide our Mr. Chu compensation in lieu of a salary. We believe, based on rents and fees for similar services in the New York City metropolitan area identified by Mr. Chu, that the fee charged is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon (i) completion of a business combination, (ii) , 2009 [twenty four months from the date of this prospectus] and (iii) the date on which we cease our corporate existence in accordance with our amended and restated certificate of incorporation. Other than the $10,000 per month fee, no compensation of any kind (including finder’s,

consulting or other similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as searching for and identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations or meet with their representatives or owners. Reimbursement for such expenses will be paid by us out of the funds not held in trust and currently allocated to ‘‘Legal, accounting and other third-party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination,’’ ‘‘Due diligence of prospective target businesses by our officers, directors and existing stockholders’’ and ‘‘Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves.’’ Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

Regardless of whether the over-allotment option is exercised in full, the net proceeds from this offering available to us out of trust for our search for a business combination will be $100,000. In addition, interest earned on the funds held in the trust account, up to $2,400,000, may be released to us to fund our working capital requirements. We will also be entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations that we may owe. We intend to use the excess working capital (approximately $910,000) for director and officer liability insurance premiums (approximately $150,000), with the balance of $760,000 being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our existing stockholders in connection with activities on our behalf. We believe these funds will be sufficient to cover the foregoing expenses and reimbursement costs. We could use a portion of the funds not being placed in trust to pay fees to consultants to assist us with our search for a target business or as a down payment or to fund a ‘‘no-shop’’ provision (a provision in letters of intent designed to keep target businesses from ‘‘shopping’’ around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a ‘‘no-shop’’ provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, potential target businesses.

The allocation of the net proceeds available to us outside of the trust account, along with the available interest earned on the funds held in the trust account, represents our best estimate of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above described categories.

We will likely use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account which are not used to consummate a business combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses. Further, we may seek to acquire a target business

with a fair market value significantly in excess of 80% of our net assets held in the trust account. In order to do so, we may seek to raise additional funds through a private offering of debt or equity securities, and we may effect a business combination using the proceeds of such offering rather than using the amounts held in the trust account. There are no prohibitions on our ability to raise funds privately or through loans that would allow us to acquire a company with a fair market value in an amount greater than 80% of the net assets held in the trust account at the time of the acquisition. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, David Chu, our Chairman and Chief Executive Officer, has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

David Chu has advanced to us $175,000, which was used to pay a portion of the expenses of this offering referenced in the line items above for SEC registration fee, FINRA filing fee, the non-refundable portion of the American Stock Exchange listing fee, and a portion of the legal and audit fees and expenses. The loan bears interest at the rate of 4.25% per annum, compounded semi-annually, and will be payable on the earlier of November 14, 2008 or the consummation of this offering. The loan will be repaid out of the proceeds of this offering available to us for payment of offering expenses.

We believe that, upon consummation of this offering, we will have sufficient available funds (which includes amounts that may be released to us from the trust account) to operate for the next 24 months, assuming that a business combination is not consummated during that time.

A public stockholder will be entitled to receive funds from the trust account (including interest earned on his, her or its portion of the trust account but net of taxes payable on interest income earned on the trust account and up to an aggregate of $2,400,000 interest income released to us to fund our working capital requirements) only in the event of the liquidation of the trust account as part of our plan of dissolution and liquidation or if that public stockholder converts such shares into cash in connection with a business combination which the public stockholder voted against and which we consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

Upon the consummation of our initial business combination, the underwriters will be entitled to receive the portion of the proceeds held in the trust account attributable to the underwriters’ discounts and commissions held in the trust account.

DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units we are offering by this prospectus and the sponsor warrants, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the sponsor warrants. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the number of outstanding shares of our common stock.

At November 16, 2007, our net tangible book value was a deficiency of $(89,957), or approximately $(.02) per share of common stock. After giving effect to the sale of 20,000,000 shares of common stock included in the units we are offering by this prospectus, and the deduction of underwriting discounts and estimated expenses of this offering, and the sale of the sponsor warrants, our pro forma net tangible book value at November 16, 2007 would have been $112,059,760 or $6.59 per share, representing an immediate increase in net tangible book value of $6.61 per share to the existing stockholders and an immediate dilution of $3.41 per share to new investors not exercising their conversion rights. For purposes of presentation, our pro forma net tangible book value after this offering is approximately $79,359,990 less than it otherwise would have been because if we effect a business combination, the conversion rights of the public stockholders (but not our existing stockholders) may result in the conversion into cash of up to 40% (minus one share) of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust account (a portion of which is made up of $7,000,000 in deferred underwriting discounts and commissions) as of two business days prior to the consummation of the proposed business combination, inclusive of any interest, divided by the number of shares sold in this offering.

The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the units and the sponsor warrants (actual dilution to investors may be significantly higher as a result of the exercise of the warrants):


Public offering price				$	10.00
Net tangible book value before this offering	$	(0.02	)
Increase attributable to new investors and private sales		6.61
Pro forma net tangible book value after this offering					6.59
Dilution to new investors				$	3.41

The following table sets forth information with respect to our existing stockholders and the new investors:


	Units Purchased						Total Consideration						Average Price per Share
	Number			Percentage			Amount			Percentage			Average Price per Share
Existing stockholders		5,000,000	⁽¹⁾		20	%		$	25,000		0.01	%		$	0.004
New investors		20,000,000			80	%		$	200,000,000		99.99	%		$	10.00
Total		25,000,000			100	%		$	200,025,000		100.00	%

(1)	Assumes the over-allotment option has not been exercised and an aggregate of 750,000 units have been forfeited by certain of our existing stockholders as a result thereof.

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


Numerator:
Net tangible book value before this offering	$	(89,957	)
Net proceeds from this offering and private placement		198,400,000
Offering costs incurred and excluded from net tangible book value before this offering		109,707
Less: deferred underwriters’ discounts and commissions payable on consummation of a business combination		(7,000,000	)
Less: Proceeds held in trust subject to conversion to cash ($9.92 × 7,999,999 shares)		(79,359,990	)
	$	112,059,760
Denominator:
Shares of common stock outstanding prior to this offering included in the initial units		5,000,000	⁽¹⁾
Shares of common stock included in the units offered		20,000,000
Less: Shares subject to conversion (20,000,000 × 40% (minus one share))		(7,999,999	)
		17,000,001

(1)	Assumes the over-allotment option has not been exercised and an aggregate of 750,000 shares of common stock have been forfeited by certain of our existing stockholders as a result thereof.

CAPITALIZATION

The following table sets forth our capitalization at November 16, 2007 and as adjusted to give effect to the sale of our units and the sponsor warrants and the application of the estimated net proceeds derived from the sale of such securities:


	November 16, 2007
	Actual				As Adjusted
Note payable to David Chu		$	175,000			$	—
Deferred underwriter discounts and commissions⁽¹⁾		$	—				7,000,000
Common stock, $0.0001 par value, -0- and 7,999,999 shares which are subject to possible conversion, shares at conversion value		$	—			$	79,359,990
Stockholders’ equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding			—				—
Common stock, $0.0001 par value, 150,000,000 shares authorized; 5,000,000 shares issued and outstanding, actual; 17,000,001 shares issued and outstanding (excluding 7,999,999 shares subject to possible conversion), as adjusted		$	575			$	1,700
Additional paid-in capital			24,425				112,063,310
Deficit accumulated during the development stage			(5,250	)			(5,250	)
Total stockholders’ equity			19,750				112,059,760
Total capitalization		$	194,750			$	198,419,750

(1)	Represents the $7,000,000 deferred underwriters’ discounts and commissions payable to the underwriters upon completion of the business combination.

If we consummate a business combination, the conversion rights afforded to our public stockholders (but not our existing stockholders) may result in the conversion into cash of up to 40% (minus one share) of the aggregate number of shares sold in this offering at a per-share conversion price equal to the amount in the trust account (a portion of which is made up of $7,000,000 in deferred underwriting discounts and commissions), inclusive of any interest thereon not previously released to us for working capital requirements and tax obligations, as of two business days prior to the proposed consummation of a business combination, divided by the number of shares sold in this offering. Because converting stockholders will receive their proportionate share of the deferred underwriting discounts and commissions and the underwriters will be paid the full amount of their deferred underwriting compensation at the time of the consummation of our initial business combination, our company (and, therefore, the non-converting stockholders) will bear the financial effect of such payments to both the converting stockholders and the underwriters.

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

We were formed on November 6, 2007 to serve as a vehicle to effect an acquisition of a domestic or foreign operating business in the consumer-oriented sector. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:


	•	may significantly reduce the equity interest of our stockholders;


	•	may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock;


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


	•	may adversely affect prevailing market prices for our common stock.

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


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


	•	acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt contains covenants that require the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;


	•	our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; and


	•	our inability to obtain additional financing, if necessary, if the debt contains covenants restricting our ability to obtain additional financing while such debt is outstanding.

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through an offering of our equity securities.

We estimate that the net proceeds from the sale of the units, after deducting offering expenses of approximately $600,000 and underwriting discounts of approximately $14,000,000, or $16,100,000 if the over-allotment option is exercised in full, will be approximately $185,400,000, or $213,300,000 if the underwriters’ over-allotment option is exercised in full. However, the underwriters have agreed that $0.35 per unit of the underwriting discounts and commissions will be deferred and will not be payable unless and until we consummate a business combination. Accordingly, $192,300,000, or $221,250,000 if the over-allotment option is exercised in full, plus the $6,000,000 we will receive from the sale of the sponsor warrants, will be held in trust and the remaining $100,000 in either event, will not be held in trust. We intend to use substantially all of the net proceeds of this offering, including the funds held in the trust account (excluding deferred underwriting discounts and commissions), to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

We believe that, upon consummation of this offering, the $100,000 of net proceeds not held in the trust account, plus the up to $2,400,000 of interest earned on the trust account balance that may be

released to us as well as amounts necessary for our tax obligations, will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur approximately:


	•	$850,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;


	•	$300,000 of expenses for the due diligence and investigation of a target business by our officers, directors and existing stockholders;


	•	$200,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;


	•	$240,000 for the administrative fee ($10,000 per month for twenty four months) relating to the use of office space and administrative, technology and secretarial services; and


	•	$910,000 for general working capital that will be used for miscellaneous expenses, taxes and reserves, including approximately $150,000 for director and officer liability insurance premiums.

We have agreed to sell to Pali Capital, Inc., as representative of the underwriters, for $100, an option to purchase up to a total of 1,000,000 units at $12.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. This option is exercisable at $12.50 per unit, and may be exercised on a cashless basis, commencing on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus. We estimate that the fair value of this option is approximately $3,550,000 ($3.55 per unit underlying such option) using a Black-Scholes option-pricing model. The fair value of the option granted to the representative of the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 41.6%; (2) risk-free discount rate of 4.25%; (3) expected life of five years; and (4) dividend rate of zero. For a more complete description of the purchase option, see the section appearing elsewhere in this prospectus entitled ‘‘Underwriting — Purchase Option.’’

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us, although we have not entered into any such arrangement and have no current intention of doing so. We would only consummate such a funding simultaneously with the consummation of a business combination.

We are obligated, commencing on the date of this prospectus, to pay to DC Management Group LLC, an affiliate of our management stockholders, a monthly fee of $10,000 for general and administrative services.

On November 15, 2007, David Chu advanced $175,000 to us for payment of offering expenses on our behalf. The loan bears interest at the rate of 4.25% per annum, compounded semi-annually, and will be payable on the earlier of November 14, 2008 or the consummation of this offering. The loan will be repaid out of the proceeds of this offering not being placed in trust.

Our management stockholders have committed to purchase an aggregate of 6,000,000 warrants at a purchase price of $1.00 per warrant (for a total purchase price of $6,000,000) from us. These purchases will take place in a private placement that will occur simultaneously with the consummation of this offering. Management does not believe that the sale of warrants to the management stockholders will result in the recognition of stock-based compensation expense because the warrants are being sold at or below fair value. However, the actual fair value of the warrants and any stock-based compensation will be determined on the date of issuance.

We will seek stockholder approval before we effect any business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their initial shares in accordance with the majority of the shares of common stock voted by the public stockholders. Any shares acquired in the aftermarket by existing stockholders and their designees will be voted in favor of the business combination. We will proceed with a business combination only if a majority of the shares of common stock cast at the meeting are voted in favor of the business combination and public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights described herein. Voting against the business combination alone will not result in conversion of a stockholder’s shares into a pro rata share of the trust account. Such stockholder must have also exercised its conversion rights described below. Even if less than 40% of the stockholders exercise their conversion rights, we may be unable to consummate a business combination if such conversion leaves us with funds less than an aggregate fair market value equal to at least 80% of the amount in our trust account (less the deferred underwriting discount and commissions and taxes payable) at the time of such transaction which amount is required for our initial business combination. In such event, we may be forced to either find additional financing to consummate such a business combination, consummate a different business combination or liquidate and dissolve.

PROPOSED BUSINESS

Introduction

We are a blank check company organized under the laws of the State of Delaware on November 6, 2007. We were formed with the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a one or more domestic or foreign operating businesses in the consumer-oriented sector. We generally consider the consumer-oriented sector to include those companies which focus on developing customer loyalty by selling products identifiable by specific and well recognized trademarks or brand names across product categories.

Although we intend to focus on identifying acquisition candidates in the consumer-oriented sector and we will not initially actively seek to identify acquisition candidates in other industries, in the event that an opportunity is presented to us in another industry, we may consider pursuing that opportunity if we conclude that it represents an attractive investment opportunity. In addition, if we are unable to identify an acquisition candidate which we deem to be attractive in the consumer- oriented sector by a date that is approximately 12 months following the date of this prospectus, and after we have pursued diligently a number of target businesses in the consumer-oriented sector, we may then decide to more actively seek opportunities in other industries. At present, we are not able to ascertain (i) what opportunities, if any, in industries outside of the consumer-oriented sector may be presented to us or (ii) which other industries we may choose to examine with the objective of identifying a favorable investment opportunity.

The factors that would lead us to conclude that an acquisition candidate from another industry is an attractive investment opportunity are the same factors that would lead us to conclude that an acquisition candidate in the consumer-oriented sector is an attractive investment opportunity. These factors will not change as the deadline for completing a business combination approaches. For a complete discussion of these factors, see the section in this prospectus entitled ‘‘Proposed Business — Effecting a business combination — Selection of a target business and structuring of a business combination.’’

Management Expertise and Business Strategy

We believe that our management team has a proven track record of success in identifying, investing, managing and improving performance in businesses in the consumer-oriented sector, with particular emphasis on brand assessment, retail analytics, licensing, and sourcing.

David Chu, our Chairman of the Board and Chief Executive Officer is currently the Chief Executive Officer and Chief Creative Officer of The David Chu collection, a luxury men’s collection, as well as the creative director of Tumi, the international luxury travel, business and lifestyle brand. Prior to these roles, Mr. Chu founded the Nautica brand in 1983 and held various positions during his tenure at Nautica Enterprises Inc. from 1984 to 2004, including Chief Creative Officer, Executive Vice President, Vice Chairman, President of Nautica Apparel, Inc., and President of Nautica International, Inc. Beginning with a men’s sportswear collection, Mr. Chu extended the Nautica brand to include a complete lifestyle presentation for men, women, children and home in the United States, Europe, Latin America and Asia. Upon its sale in 2003 to VF Corporation for $606.5 million, Nautica had revenues of $707.0 million and EBITDA of $81.3 million.

Christopher H. Heyn, our President, Chief Operating Officer, Secretary and Director, also has extensive experience in the consumer-oriented sector, as he served under Mr. Chu at Nautica in a variety of senior roles, including President of Nautica Sportswear and Jeans and President of Nautica Apparel, Nautica’s licensing arm.

In addition, we have a strong and distinguished board of directors with established records in the consumer-oriented sector and the financial community. In addition to Mr. Chu and Mr. Heyn, our board of directors includes:

Jenny Ming was the President of Old Navy, a division of Gap, Inc. from 1999 to 2006 and currently is a board member of the Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals.

Ronald Frasch is the President and Chief Merchandising Officer of Saks Fifth Avenue and the former Chairman and Chief Executive Officer of Neiman Marcus Group’s Bergdorf Goodman, former President of GFT USA, and former President and Chief Executive Officer of Escada USA.

Jackson Tai recently retired as the Vice Chairman and Chief Executive Officer of DBS Group Holdings and DBS Bank, a Singapore-based bank with approximately $129 billion in assets.

We expect to utilize their collective talent and experience in sourcing and analyzing investment opportunities.

Our management team and Board of Directors is comprised of a diverse and dynamic group of individuals that have exhibited successful records of effectively creating, managing, growing, and restructuring consumer and lifestyle brands globally, utilizing:


	•	multiple product categories;


	•	multiple distribution channels;


	•	licensing and joint venture partnerships to leverage and extend brands;


	•	product design and development; and


	•	wholesale design concepts, merchandise creation and sourcing.

As such, we believe we are well suited to identify opportunities in the consumer-oriented sector.

We believe that our management team’s track record of successfully investing in and operating companies in the consumer-oriented sector demonstrates a long-term approach to growth and value creation. Our executives experience in lifestyle branding, whereby a consumer brand is leveraged by expanding, either directly or through third-party licensing and distributorship arrangements, into (i) multiple product categories, including apparel, accessories (handbags, shoes and jewelry), fragrance/beauty products and home products, (ii) various distribution channels, including department stores, specialty and/or outlet retail and direct-to-consumer and (iii) international markets. We intend to leverage this expertise to accelerate the growth of the business we acquire.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of this offering are intended to be applied generally toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, investors in this offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public

trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

We have not identified a target business

We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under consideration, and we have not, nor has anyone on our behalf, either directly or indirectly, contacted any potential target businesses or their representatives or had any discussions, formal or otherwise, with respect to such a transaction. We have not (nor have any of our agents, representatives or affiliates) been approached by any candidates (or representatives of any candidates) with respect to a possible transaction with our company. Moreover, we have not engaged or retained any agent or other representative to identify or locate any acquisition candidate for us. Neither we nor any of our agents, representatives or affiliates have taken any measures, directly or indirectly, to contact a target business. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. Finally, we note that there has been no due diligence, evaluations, discussions (formal or informal), negotiations or other similar activities undertaken, directly or indirectly, by us, our affiliates or representatives, or by any unrelated third party, with respect to a business combination transaction involving our company.

Subject to the limitation that a target business has a fair market value of at least 80% of our net assets held in the trust account at the time of such acquisition (less the deferred underwriting discount and taxes payable), as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

We anticipate that our officers and directors as well as their affiliates will bring to our attention target business candidates. While our officers and directors make no commitment as to the amount of time they will spend trying to identify or investigate potential target businesses, they believe that the various relationships they have developed over their careers, together with their direct inquiry, will generate a number of potential target businesses that will warrant further investigation. As senior executives, business consultants and entrepreneurs in the consumer-oriented sector, members of our management team have been, and are likely to continue to be, presented with proposals and offers of many varieties with respect to prospective investments and transactions. They may also become aware of potential transaction opportunities by attending consumer-oriented conferences or conventions. However, they have not yet been presented with any proposals with respect to prospective transactions for us. They have also not performed any due diligence, evaluation or other similar activities with respect to a potential business combination for our company. Moreover, they will not entertain any proposals with respect to a prospective transaction, nor will they perform any due diligence, evaluation or other similar activities with respect to a potential business combination, until after we complete our initial public offering. Although we have no present intention to do so and no such companies have been considered, we may consider any affiliates of our officers, directors and stockholders as potential business combination targets.

Target business candidates may also be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, leveraged buyout funds, hedge funds, management buyout funds and other members of the financial community who are aware that we are

seeking a business combination partner via public relations and marketing efforts, direct contact by management or other similar efforts and who may present solicited or unsolicited proposals. To date, no unaffiliated sources have brought any potential target businesses to our attention. We may pay finders’ fees or compensation to third parties for their efforts in introducing us to potential target businesses which we would negotiate at the time. Such payments, which are typically based on the dollar value of the transaction, could be paid to entities we engage for this purpose or ones that approach us on an unsolicited basis. In no event, however, will we pay any of our existing officers, directors or stockholders or any entity with which they are affiliated any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination. In addition, none of our officers, directors or existing stockholders will receive any finder’s fee, consulting fees or any similar fees from any person or entity (including a target company) in connection with any business combination involving us other than any compensation or fees that may be received for any services provided following such business combination. A prohibition on such fees is contained in our Code of Ethics. Any compensation or fees that our officers and directors receive from a target company following a business combination will be customary for a transaction of this type, including compensation as either an employee or consultant and director fees. Although our officers and directors may take compensation or fees into consideration as one of the factors in determining which business combination to pursue, such compensation and fees will not be the determining factor.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a fair market value that is at least 80% of our net assets held in the trust account at the time of such acquisition (less the deferred underwriting discount and taxes payable), our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:


	•	expected returns on investment relative to the aggregate consideration expected to be paid in an initial business combination;


	•	financial condition and results of operation;


	•	growth potential;


	•	brand recognition and potential;


	•	experience and skill of management and availability of additional personnel;


	•	capital requirements;


	•	competitive position;


	•	barriers to entry;


	•	stage of development of the products, processes or services;


	•	existing distribution arrangements and the potential for expansion;


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


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


	•	impact of regulation on the business;


	•	regulatory environment of the industry;


	•	seasonal sales fluctuations and the ability to offset these fluctuations through other business combinations, introduction of new products, or product line extensions;


	•	costs associated with effecting the business combination; and


	•	industry leadership, sustainability of market share and attractiveness of market sectors in which the target business participates.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties. We intend to have all 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. If any prospective target business refused to execute such agreement, it is unlikely we would continue negotiations with such target business. However, in no event will we enter into a definitive agreement for a business combination with a target business unless such entity executes a waiver agreement.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair market value of target business

The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of our net assets held in the trust account at the time of such acquisition (less the deferred underwriting discount and taxes payable), although we may acquire a target business whose fair market value significantly exceeds 80% of our net assets. We anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business. We may, however, structure a business combination to acquire less than 100% of such interests or assets of the target business but will not acquire less than a controlling interest (which would be at least 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 that we acquire must have a fair market value equal to at least 80% of our net assets held in the trust account (less the deferred underwriting discount and taxes payable). In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings and cash flow or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, or if there is a conflict of interest with respect to the transaction, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that fair market value meets the 80% of net assets threshold, it is not anticipated that copies of such opinion would be distributed to our stockholders, although copies will be provided to stockholders who request it. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold. Such investment banking firm will be a member of the Financial Industry Regulatory Authority reasonably acceptable to the representative of the underwriters, and our stockholders may or may not be entitled to rely on such opinion, depending on circumstances at the time. While we will consider whether such an opinion may be relied on by our stockholders, it will not be dispositive as to which investment bank we seek a fairness opinion from. Other factors contributing to such a determination are expected to include, among others: reputation of the independent investment bank, specifically their knowledge in our particular industry, timing and cost of providing the opinion.

Lack of business diversification

Our business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:


	•	subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and


	•	result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

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

Limited ability to evaluate the target business’ management

Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments or our securities for services they would render to the company after the consummation of the business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

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

Opportunity for stockholder approval of business combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require

stockholder approval under applicable state law. In connection with any such transaction, we will also submit to our stockholders for approval a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination. Any vote to extend our corporate life to continue perpetually following the consummation of a business combination will be taken only if the business combination is approved. We will only consummate a business combination if stockholders vote both in favor of such business combination and our amendment to extend our corporate life.

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

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective initial shares in accordance with the majority of the shares of common stock voted by the public stockholders. If the majority of public stockholders voting at the meeting, regardless of percent, vote to approve the business combination, our existing stockholders will vote all of their initial shares in favor of the business combination. Similarly, if the majority of public stockholders voting at the meeting, regardless of percent, vote against the business combination, our existing stockholders will vote all of their initial shares against the business combination. This voting arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the open market by any of our existing stockholders, officers and directors. Existing stockholders who purchase shares of common stock in this offering or in the aftermarket have agreed to vote such shares in favor of any proposed business combination. Accordingly, they will not be able to exercise conversion rights with respect to a potential business combination.

We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 40% of the shares sold in this offering both exercise their conversion rights and vote against the business combination.

Our threshold for conversion rights has been established at 40% (minus one share) in order for our offering to be competitive with other offerings by blank check companies currently in the market. However, a 20% threshold is more typical in offerings of this type. We have increased the conversion threshold from 20% to 40% to reduce the likelihood that a small group of investors holding a large block of our stock will exercise undue influence on the approval process and be able to stop us from completing a business combination that is otherwise approved by a large majority of our public stockholders.

Conversion rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholder’s shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a ‘‘group’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Such a public stockholder would still be entitled to vote against a proposed business combination with respect to all shares owned by him or his affiliates. We believe this restriction will prevent stockholders from accumulating large blocks of stock before the vote held to approve a proposed business combination and attempt to use the conversion right as a means to force us or our management to purchase their stock at a significant premium to the then current market price. Absent this provision, a public stockholder who owns 15% of the shares sold in this offering could threaten to vote against a proposed business combination and seek conversion, regardless of the merits of the transaction, if his shares are not purchased by us or our management at a premium to the then current market price (or if management refuses to transfer to him some of their shares). By limiting a stockholder’s ability to convert only 10% of the shares sold in this offering, we believe we have limited the ability of a small

group of stockholders to unreasonably attempt to block a transaction which is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction.

We view the right to seek conversion as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. Our existing stockholders will not have such conversion rights with respect to the initial shares owned by them, but will have such conversion rights with respect to any shares purchased by them in this offering or in the aftermarket. The actual per-share conversion price will be equal to the amount in the trust account, inclusive of any interest (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares sold in this offering. Without taking into account any interest earned on the trust account, the initial per-share conversion price would be approximately $9.92.

An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Additionally, we may require public stockholders, whether they are a record holder or hold their shares in ‘‘street name,’’ to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time we send out our proxy statement through the vote on the business combination to tender his shares if he wishes to seek to exercise his conversion rights, a period that will not be less than 10, nor more than 60, days. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in ‘‘street name,’’ in a matter of hours (because the transfer is made electronically once final instruction is given to Depository Trust Company) by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor. However, because we do not have any control over this process, it may take significantly longer than we anticipated. Additionally, if the shares of common stock cannot be transferred through the DWAC system, the process may take such number of days required to complete the proper paperwork, obtain the necessary authorizations and consents and to locate and deliver physical stock certificates, if any. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to convert. After the business combination was approved, the company would contact such stockholder to arrange for him to deliver his certificate to verify ownership. As a result, the stockholder then had an ‘‘option window’’ after the consummation of the business combination during which he could monitor the price of the stock in the market. If the price rose above the conversion price, he could sell his shares in the open market before actually delivering his shares to the company for cancellation. Thus, the conversion right, to which stockholders were aware they needed to commit before the stockholder meeting, would become a right of conversion surviving past the consummation of the business combination and which the Company would be obligated to honor until the converting holder delivered his certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a converting holder’s election to convert is irrevocable once the business combination is approved. 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 $35 and it would be up to the broker whether or not to pass this cost on to the converting holder. This fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights to tender their shares prior to the meeting. The need to deliver shares is a requirement of conversion regardless of the timing of when such delivery must be effectuated. Accordingly, this would not result in any increased cost to stockholders when compared to the traditional process, however, in the event a stockholder elects conversion of their shares of common stock but the proposed business combination is not approved, a

stockholder will have paid $35 to elect conversion but would not actually have their shares of common stock converted. Further, it is possible this tendering process will be cost-prohibitive for stockholders in the event their aggregate holdings of our shares of common stock do not exceed $35.

Any request for conversion, once made, may be withdrawn at any time up to the vote taken with respect to the proposed business combination. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise any warrants they still hold.

If a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until twenty four months from the date of this prospectus. If the initial business combination is not approved or completed for any reason, then public stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to tender their certificates prior to the meeting, we will promptly return such certificates to the tendering public stockholder. Public stockholders would be entitled to receive their pro rata share of the aggregate amount on deposit in the trust account only in the event that the initial business combination they voted against was duly approved and subsequently completed, or in connection with our liquidation.

We will not complete any business combination if public stockholders, owning 40% or more of the shares sold in this offering, both exercise their conversion rights and vote against the business combination. Accordingly, it is our understanding and intention in every case to structure and consummate a business combination in which public stockholders owning 40% (minus one share) of the shares sold in this offering may exercise their conversion rights and the business combination will still go forward.

If our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many 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 our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having to adjust the ratio of cash to stock used as consideration or arrange for third party financing.

Investors in this offering who do not sell, or who receive less than an aggregate of approximately $0.08 of net sales proceeds for, the warrants included in the units, or persons who purchase common stock in the aftermarket at a price in excess of $9.92 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or adjusted purchase price.

Liquidation if no business combination

Our amended and restated certificate of incorporation provides that we will continue in existence only until , 2010 [twenty four months from the date of this prospectus]. This provision may not be amended except in connection with the consummation of a business combination. If we have not completed a business combination by such date, our corporate existence will 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 dissolution 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 dissolution and liquidation and to have

filed a certificate of dissolution with the Delaware Secretary of State). We view this provision terminating our corporate life by , 2010 [twenty four months from the date of this prospectus] as an obligation to our stockholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business combination.

If we are unable to complete a business combination by , 2010 [twenty four months from the date of this prospectus], we will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as described below). We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate such distribution. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. There will be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, David Chu, our Chairman and Chief Executive Officer, has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share liquidation price would be approximately $9.92. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors (which could include vendors and service providers we have engaged to assist us in any way in connection with our search for a target business and that are owed money by us, as well as target businesses themselves) which could have higher priority than the claims of our public stockholders. David Chu, our Chairman and Chief Executive Officer, has personally agreed, pursuant to agreements with us and Pali Capital, Inc. that, if we liquidate prior to the consummation of a business combination, he will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of this offering not held in the trust account, but only if, and to the extent, the claims reduce the amounts in the trust account. Although we are unable to specify the approximate dollar amount of a shortfall that Mr. Chu is capable of funding, Mr. Chu has not limited the maximum dollar amount he has agreed to fund to satisfy his indemnification obligations. In addition, we have not taken any steps beyond receiving representations from Mr. Chu to assess whether Mr. Chu would be able to satisfy his indemnification obligations. Although we have a fiduciary obligation to pursue Mr. Chu to enforce his indemnification obligations, and intend to pursue such actions as and when we deem appropriate, there can be no assurance he will be able to satisfy those obligations, if required to do so. Furthermore, Mr. Chu will not have any personal liability as to any claimed amounts owed to a third party (including target businesses) who executed a waiver. Accordingly, the actual per-share liquidation price could be less than approximately $9.92, plus interest, due to claims of creditors. Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public stockholders receive no less than $10.00 per share upon liquidation. Furthermore, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least approximately $9.92 per share.

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

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If

the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, as stated above, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after , 2010 [twenty four months from the date of this prospectus] and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to our distributing the funds in the trust account to our public stockholders. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. As described above, pursuant to the obligation contained in our insider letters, we will seek to have all vendors, service providers and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, we cannot assure you of this fact as there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. A court could also conclude that such agreements are not legally enforceable. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $9.92 due to claims or potential claims of creditors.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor 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 [twenty four months from the date of this prospectus], 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. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are approximately 69 blank check companies that have completed initial public offerings in the United States that have not announced or completed a business combination with more than $11.2 billion in trust that are seeking to carry out a business plan similar to our business plan. Furthermore, there are a number of additional offerings for blank check companies that are still in the registration process but have not completed initial public offerings and there are likely to be more blank check companies filing

registration statements for initial public offerings after the date of this prospectus and prior to our completion of a business combination. Additionally, we may be subject to competition from entities other than blank check companies having a business objective similar to ours, including venture capital firms, leverage buyout firms and operating businesses looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, the following may not be viewed favorably by certain target businesses:


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


	•	our obligation to convert into cash shares of common stock held by our public stockholders to such holders that both vote against the business combination and exercise their conversion rights may reduce the resources available to us for a business combination; and


	•	our outstanding warrants, and the potential future dilution they represent.

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

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

We maintain our executive offices at 25 East 22nd Street, New York, NY 10010 and our telephone number is (212) 277-6402. DC Management Group LLC, an affiliate of David Chu, our Chairman and Chief Executive Officer, has agreed to provide us with certain administrative, technology and secretarial services, as well as the use of certain office space, at this location pursuant to a letter agreement between us and DC Management Group LLC. The cost for the foregoing services to be provided to us is $10,000 per month. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space adequate for our current operations.

Employees

We have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently devote more time to our affairs) than they would prior to locating a suitable target business. We do not intend to have any full-time employees prior to the consummation of a business combination.

Periodic Reporting and Audited Financial Statements

We have registered our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and have reporting obligations, including the requirement that we file annual,

quarterly and current reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with United States generally accepted accounting principles. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with United States generally accepted accounting principles or that the potential target business will be able to prepare its financial statements in accordance with United States generally accepted accounting principles. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2008. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Legal Proceedings

To the knowledge of management, there is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.

Comparison to Offerings of Blank Check Companies

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


	Terms of Our Offering	Terms Under a Rule 419 Offering
Exercise of the warrants	The warrants cannot be exercised until the later of the completion of a business combination and one year from the date of this prospectus and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will give our stockholders the opportunity to vote on the business combination. In connection with seeking stockholder approval, we will send each stockholder a proxy statement containing information required by the SEC. A stockholder following the procedures described in this prospectus is given the right to convert his or her shares into his or her pro rata share of the trust account. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
Business combination deadline	Pursuant to our amended and restated certificate of incorporation, our corporate existence will cease 24 months from the date of this prospectus except for the purposes of winding up our affairs and we will liquidate. However, if we complete a business combination within this time period, we will amend this provision to allow for our perpetual existence following such business combination.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.

MANAGEMENT

Directors and Executive Officers

Our current directors and executive officers are as follows:


Name	Age		Position
David Chu		53	Chairman and Chief Executive Officer
Christopher H. Heyn		48	Chief Operating Officer, President, Secretary and Director
Wai G. Eng		53	Chief Financial Officer
Jenny Ming		52	Director
Ronald L. Frasch		59	Director
Jackson Tai		57	Director

David Chu

David Chu has served as our Chairman of the Board of Directors and Chief Executive Officer since our inception. Since 2004, Mr. Chu has served as the Chief Executive Officer and Chief Creative Officer of DC Design International, LLC, which designs luxury men’s collections under Mr. Chu’s name. Since 2007, Mr. Chu has served as the executive creative director at Tumi, the international brand of luxury travel, business and lifestyle accessories. He oversees all aspects of design for Tumi’s men’s and women’s collections as well as advertising, public relations and store design. Prior to these roles, Mr. Chu founded the Nautica brand in 1983 and held various positions during his tenure at Nautica Enterprises Inc. from 1984 to 2004, including Chief Creative Officer, Executive Vice President, Vice Chairman, President of Nautica Apparel, Inc., and President of Nautica International, Inc. Mr. Chu is a former trustee of The Asia Society, a trustee of The China Institute, a board member of the Committee of 100 and an executive committee member of the FIT Education Foundation for the Fashion Industry. He is a member of the Council of Fashion Designers of America and C.E.O. (Chief Executive Officers Organization). Mr. Chu graduated from the Fashion Institute of Technology in 1978.

Christopher H. Heyn

Christopher H. Heyn has served as our Chief Operating Officer, President, Secretary and Director since our inception. Mr. Heyn was President of the Nautica Sportswear and Jeans division from April 2003 until October 2007. Prior to that, he was President of Nautica Apparel, its licensing arm, from April 2001 until April 2003. In these roles, Mr. Heyn was responsible for complete product development, merchandising, sales, marketing and shop development with financial operating management and results. Before joining Nautica, Mr. Heyn served as Senior Vice President, Global Merchandising Group with the National Basketball Association (NBA) from 1997 until 2001 where his responsibilities included all aspects of the group’s global product development, merchandising, licensing, sales development, marketing and direct-to-consumer initiatives. Additionally, he was President and CEO of Salant Menswear Group from 1991 to 1996; President of C.F. Hathaway from 1988 to 1991 and Executive Vice President of Christian Dior Sportswear from 1985 to 1988, both Divisions of Warnaco Corp. Mr. Heyn graduated with a Bachelor of Science in Economics and Industrial Relations from the University of North Carolina at Chapel Hill in 1981.

Wai G. Eng

Wai G. Eng has served as our Chief Financial Officer since our inception. Mr. Eng has served as the Chief Financial Officer of DC Design International LLC since 2004, and the Chief Financial Officer of Mallory and Church LLC since 2005, both apparel companies. Since 1983, Mr. Eng has also served as the President of Wai G. Eng, CPA, P.C., a New York accounting firm founded by Mr. Eng. Previously, Mr. Eng held various managerial roles in the audit and tax departments of Peat, Marwick, Mitchell & Co. from 1976 to 1983. Mr. Eng is a member of the American Institute of Certified Public

Accountants and also the New York State Society of Certified Public Accountants. Mr. Eng has been a Certified Public Accountant since 1981. He attended New York University where he received his MBA degree in 1980 and Bachelor of Science degree in 1976.

Jenny Ming

Jenny Ming has been a member of our Board of Directors since our inception. From 1999 to September 2006, Ms. Ming was President of Old Navy, a division of Gap Inc. In this role, she oversaw all aspects of Old Navy, supporting more than 950 stores in North America. Ms. Ming joined Gap Inc. in 1986 as Merchandise Manager of Gap brand activewear. She was part of the executive team that launched Old Navy in 1994. In 1996, Ms. Ming was promoted to Executive Vice President of Merchandising for the brand, responsible for merchandising, planning and distribution, production and visual and store design processes for all Old Navy stores. She assumed her position of President in March 1999. Since 2006, Ms. Ming has been a board member of the Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals. Ms. Ming also serves as a board member for the Merage Foundation for the American Dream, and is Vice-Chair and member of Committee of 100. She also sits on the Cornell University College of Human Ecology Advisory Board. Ms. Ming graduated from San Jose State University with a B.A. in clothing and textile and a minor in marketing in 1978.

Ronald L. Frasch

Ronald L. Frasch has been a member of our Board of Directors since our inception. Since February 2007, Mr. Frasch has been the President and Chief Merchandising Officer of Saks Fifth Avenue. He joined Saks Fifth Avenue in January 2004 and served in a non-executive role through November 2004 when he was named Vice Chairman and Chief Merchant of Saks Fifth Avenue. From April 2000 to January 2004, Mr. Frasch was the Chairman and Chief Executive Officer of Neiman Marcus Group’s Bergdorf Goodman. From July 1996 to March 2000, Mr. Frasch was the President of GFT USA. From February 1994 to June 1996, Mr. Frasch was the President and Chief Executive Officer of Escada USA. Prior to 1994, Mr. Frasch spent ten years at Neiman Marcus in various merchandising roles of increasing responsibility, rising to Senior Vice President and General Merchandise Manager. Prior to joining Neiman Marcus, Mr. Frasch was a divisional merchandise manager with Saks Fifth Avenue. Mr. Frasch graduated from the University at Albany, State University of New York, with a B.S. in Business in 1970.

Jackson Tai

Jackson Tai has been a member of our Board of Directors since our inception. Mr. Tai has been Vice Chairman and Chief Executive Officer of DBS Group Holdings and DBS Bank since June 2002. Mr. Tai joined DBS as Chief Financial Officer in July 1999, and was named President and Chief Operating Officer in January 2001. Prior to joining DBS, Mr. Tai was an investment banker for 25 years with J.P. Morgan & Co. Incorporated. During that time, Mr. Tai held senior management positions in New York, Tokyo, and San Francisco. Mr. Tai serves on the boards of DBS Group Holdings, DBS Bank and CapitaLand. He also serves as a director or trustee of Asian Art Museum of San Francisco, the San Francisco Symphony, and Rensselaer Polytechnic Institute. He is a member of the Bloomberg Asia Pacific Advisory Board, Harvard Business School Asia-Pacific Advisory Board, International Monetary Fund Capital Markets Consultative Group, MasterCard Asia/Pacific Regional Advisory Board, Nanyang Business School International Advisory Board and Seoul International Business Advisory Council. Mr. Tai received his MBA degree from Harvard University in 1974, and his Bachelor of Science degree from Rensselaer Polytechnic Institute in 1972.

These individuals will play a key role in identifying and evaluating prospective business combinations, selecting the target business, and structuring, negotiating and consummating its business combination. We believe that the skills and expertise of these individuals, their collective access to opportunities for business combinations, their ideas, their contacts, and their transactional expertise should enable them to successfully identify and effect a business combination.

Prior Involvement of Principals in Blank Check Companies

None of our directors or officers has been or currently is a principal of, or affiliated with, entities, including other ‘‘blank check’’ companies, engaged in business activities similar to those intended to be conducted by us.

Executive Compensation

No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this prospectus through the acquisition of a target business, we will pay DC Management Group LLC, an affiliate of David Chu, our Chairman and Chief Executive Officer, a fee of $10,000 per month for providing us with certain administrative, technology and secretarial services, as well as the use of certain office space. However, this arrangement is solely for our benefit and is not intended to provide Mr. Chu compensation in lieu of a salary. Other than the $10,000 per month administrative fee, no compensation of any kind, including finders, consulting or other similar fees, will be paid to Mr. Chu, prior to, or for any services he renders in order to effectuate, the consummation of a business combination. However, our existing stockholders will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

Director Independence

The American Stock Exchange requires that a majority of our board must be composed of ‘‘independent directors,’’ which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Upon consummation of this offering, Jenny Ming, Ronald L. Frasch and Jackson Tai will be our independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by our audit committee.

Committees of the Board of Directors

Audit Committee

Effective upon consummation of this offering, we will establish an audit committee of the board of directors, which will consist of Jenny Ming, Ronald L. Frasch and Jackson Tai are independent directors under the American Stock Exchange’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:


	•	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;


	•	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;


	•	discussing with management major risk assessment and risk management policies;


	•	monitoring the independence of the independent auditor;


	•	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;


	•	reviewing and approving all related-party transactions;


	•	inquiring and discussing with management our compliance with applicable laws and regulations;


	•	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;


	•	appointing or replacing the independent auditor;


	•	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and


	•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of ‘‘independent directors’’ who are ‘‘financially literate’’ as defined under the American Stock Exchange listing standards. The American Stock Exchange listing standards define ‘‘financially literate’’ as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify within one year from the date of this offering to the American Stock Exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors will appoint an additional director who satisfies the American Stock Exchange’s definition of financial sophistication and also qualifies as an ‘‘audit committee financial expert,’’ as defined under rules and regulations of the SEC as promptly as practical following this offering.

Nominating Committee

Effective upon consummation of this offering, we will establish a nominating committee of the board of directors, which will consist of Jenny Ming, Ronald L. Frasch and Jackson Tai are independent directors under the American Stock Exchange’s listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:


	•	should have demonstrated notable or significant achievements in business, education or public service;


	•	should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and


	•	should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s

candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

Our board of directors intends to establish a compensation committee which initially will be comprised of Jenny Ming, Ronald L. Frasch and Jackson Tai are independent directors under the American Stock Exchange listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:


	•	evaluating the performance of our named executive officers and approve their compensation;


	•	preparing an annual report on executive compensation for inclusion in our proxy statement;


	•	reviewing and approving compensation plans, policies and programs, considering their design and competitiveness;


	•	administering and reviewing changes to our equity incentive plans pursuant to the terms of the plans; and


	•	reviewing our non-employee independent director compensation levels and practices and recommending changes as appropriate.

The compensation committee will review and approve corporate goals and objectives relevant to our Chief Executive Officers’ compensation, evaluate our Chief Executive Officers’ performance in light of those goals and objectives, and recommend to the board our Chief Executive Officers’ compensation levels based on its evaluation.

Other Corporate Governance Matters

Code of Ethics

Effective upon consummation of this offering, we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Conflicts of Interest

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


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


	•	none of our officers or directors have a fiduciary obligation to present potential business opportunities to affiliated entities;


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


	•	the initial shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed, and the sponsor warrants and the initial warrants purchased by our officers and directors and any warrants which they may purchase in this offering or in the aftermarket will expire worthless if a business combination is not consummated. Additionally, our officers and directors will not receive liquidation distributions with respect to any of their initial shares. Furthermore, the purchasers of the initial warrants have agreed that such securities will not be sold or transferred by them until after we have completed a business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.

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


	•	the corporation could financially undertake the opportunity;


	•	the opportunity is within the corporation’s line of business; and


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

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

In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, our officers and directors have agreed, until the earliest of a business combination, the liquidation of the trust account as part of our plan of dissolution and liquidation or such time as he or she ceases to be an officer or director, as applicable, to present to our company for our consideration, prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law, subject to any pre-existing fiduciary or contractual obligations he or she might have.

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective initial shares in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to their initial shares. Any common stock acquired by existing stockholders in the offering or aftermarket will be considered part of the holdings of the public stockholders. These existing stockholders will have the same rights as other public stockholders with respect to such shares, including conversion rights and voting rights in connection with a potential business combination. Accordingly, they may vote such shares on a proposed business combination any way they choose.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our existing stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. Although we currently do not anticipate doing so, we may enter into a business combination with an entity affiliated with any of our officers, directors or existing stockholders. Furthermore, in no event will any of our officers, directors, existing stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of January 17, 2008 and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase units in this offering), by:


	•	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;


	•	each of our officers and directors; and


	•	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the sponsor warrants or the initial warrants included in the initial units, as these warrants are not exercisable within sixty days of this prospectus.


	Prior to Offering					After Offering⁽⁵⁾
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽⁴⁾		Approximate Percentage of Outstanding Common Stock			Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Common Stock
David Chu⁽²⁾		5,662,000		98.47	%		4,912,000		19.65	%
Christopher H. Heyn⁽³⁾		20,000		.35	%		20,000		.08	%
Jenny Ming		20,000		.35	%		20,000		.08	%
Ronald L. Frasch		20,000		.35	%		20,000		.08	%
Jackson Tai		20,000		.35	%		20,000		.08	%
Wai G. Eng		8,000		.14	%		8,000		.03	%
All directors and officers as a group (six individuals)		5,750,000		100.00	%		5,000,000		20.00	%

(1)	Unless otherwise indicated, the business address of each of the stockholders is 25 East 22nd Street, New York, NY 10010.

(2)

Represents (a) common stock held directly by David Chu equal to (i) 2,551,000 shares prior to our initial public offering and (ii) 2,176,000 shares after our initial public offering, (b) common stock held by the Gina and David Chu Descendant’s Trust f/b/o Christie Chu u/a/d January 16, 2008 and the Gina and David Chu Descendant’s Trust f/b/o Bianca Chu u/a/d January 16, 2008 equal to an aggregate of (i) 2,831,000 shares prior to our initial public offering and (ii) 2,456,000 shares after our initial public offering, and (c) 280,000 shares of common stock held by DCMGE LLC, a Delaware limited liability company of which Mr. Chu holds 70% of the membership interests and Mr. Heyn holds 30% of the membership interests. The shares held by the two trusts referred to above were transferred by Ace Magic Management Limited to such trusts on January 16, 2008. The trusts are for the benefit of Mr. Chu’s children and accordingly, all shares held by such trusts are deemed to be beneficially owned by him. Mr. Chu is the managing member of DCMGE LLC and, accordingly, all shares held by DCMGE LLC are deemed to be beneficially owned by him. Pursuant to the LLC Agreement of DCMGE LLC, Mr. Heyn’s 30% interest in DCMGE LLC will be subject to a risk of forfeiture which will lapse in four equal annual installments commencing on the date we consummate a business combination so long as Mr. Heyn remains an employee on each such date.

(3)	Does not include Mr. Heyn’s 30% interest in DCMGE LLC as described above in footnote (3).

(4)	Unless otherwise indicated, all ownership is direct beneficial ownership.

(5)

Assumes only the sale of 20,000,000 units in this offering, but not the exercise of the 20,000,000 warrants comprising such units, the 5,000,000 initial warrants or the 6,000,000 sponsor warrants. Assumes the over-allotment option has not been exercised and, therefore, an aggregate of 750,000 shares of common stock have been forfeited by our existing stockholders as a result thereof.

Immediately after this offering, our existing stockholders, which include all of our officers and directors, collectively, will beneficially own 20% of the then issued and outstanding shares of our common stock (assuming none of them purchase any units offered by this prospectus). None of our existing stockholders, officers and directors has indicated to us that he intends to purchase our securities in the offering. Because of the ownership block held by our existing stockholders, such individuals may be able to effectively exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

If the underwriters do not exercise all or a portion of the over-allotment option, certain of our existing stockholders will be required to forfeit up to an aggregate of 750,000 shares of common stock. Our existing stockholders will be required to forfeit only a number of shares necessary to maintain their collective 20% ownership interest in our common stock after giving effect to the offering and the exercise, if any, of the underwriters’ over-allotment option.

All of the units outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after the consummation of our initial business combination. The initial units may be released from escrow earlier than this date if, within the first year after we consummate a business combination:


	•	the last sales price of our common stock equals or exceeds $14.50 per share for any 20 trading days within any 30 trading day period; or


	•	we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these units will not be able to sell or transfer their securities except (i) to an entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes, or (iii) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our unitholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, none of our existing stockholders will receive any portion of the liquidation proceeds with respect to their initial shares.

Our management stockholders have committed to purchase the sponsor warrants (for a total purchase price of $6,000,000) from us. These purchases will take place in a private placement that will occur simultaneously with the consummation of this offering. The sponsor warrants will be identical to warrants underlying the units being offered by this prospectus except that the sponsor warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are still held by the purchasers or their affiliates. Each of the purchasers has agreed, pursuant to the warrant purchase agreement, that he will not sell or transfer the sponsor warrants (except to an affiliate of such purchaser, to relatives and trusts for estate planning purposes, or to our officers or directors at the same cost per warrant originally paid by them) until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our initial business combination.

Messrs. Chu and Heyn are our ‘‘promoters,’’ as that term is defined under the Federal securities laws.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS

On or about November 15, 2007, we issued 5,750,000 units, representing 5,750,000 shares of our common stock and 5,750,000 warrants included in the initial units to the entities and the individuals set forth below for $25,000 in cash, at a purchase price of approximately $0.004 per unit (giving retroactive effect to a 0.8-for-1 reverse stock split of our common stock effected on January 15, 2008 and a transfer of an aggregate of 2,831,000 units (of which 285,000 units are assumed forfeited for purposes of this analysis) from Ace Magic Management Limited to two separate trusts for the benefit of Mr. Chu’s children on January 16, 2008), as follows:


Name	Number of Units⁽³⁾		Purchase Price⁽⁴⁾			Relationship to Us
David Chu⁽¹⁾		4,912,000		$	21,356.52	Chairman and Chief Executive Officer
Christopher H. Heyn⁽²⁾		20,000		$	86.96	President, Chief Operating Officer, Secretary and Director
Wai G. Eng		8,000		$	34.78	Chief Financial Officer
Jenny Ming		20,000		$	86.96	Director
Ronald L. Frasch		20,000		$	86.96	Director
Jackson Tai		20,000		$	86.96	Director

(1)

2,456,000 of these units are held in equal amounts by the Gina and David Chu Descendant’s Trust f/b/o Christie Chu u/a/d January 16, 2008 and the Gina and David Chu Descendant’s Trust f/b/o Bianca Chu u/a/d January 16, 2008, which units were transferred by Ace Magic Management Limited to such trusts on January 16, 2008. These trusts are for the benefit of Mr. Chu’s children and accordingly, all units held by such trusts are deemed to be beneficially owned by him. 280,000 of these units are held by DCMGE LLC. Mr. Chu is the managing member of DCMGE LLC and, accordingly, all units held by DCMGE LLC are deemed to be beneficially owned by him. Pursuant to the LLC Agreement of DCMGE LLC, Mr. Heyn’s 30% interest in DCMGE LLC will be subject to a risk of forfeiture which will lapse in four equal annual installments commencing on the date we consummate a business combination so long as Mr. Heyn remains an employee on each such date.

(2)	Does not include Mr. Heyn’s 30% interest in DCMGE LLC as described in footnote (1).

(3)

Assumes only the sale of 20,000,000 units in this offering, but not the exercise of the 20,000,000 warrants comprising such units, the 5,750,000 initial warrants (of which 750,000 initial warrants are assumed forfeited for purposes of this analysis) or the 6,000,000 sponsor warrants. Assumes the over-allotment option has not been exercised and, therefore, an aggregate of 750,000 units have been forfeited by our existing stockholders as a result thereof.

(4)	Assumes the over-allotment option has not been exercised and, therefore, an aggregate of 750,000 units have been forfeited by our existing stockholders as a result thereof.

If the underwriters determine the size of the offering should be increased or decreased, a unit dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our existing stockholders’ ownership at 20% of the number of units to be sold in this offering.

If the underwriters do not exercise all or a portion of their over-allotment option, certain of our existing stockholders have agreed to forfeit up to an aggregate of 750,000 units in proportion to the portion of the over-allotment option that was not exercised. If such units are forfeited, we would record the aggregate fair value of the units forfeited and reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair market value of the units forfeited and the price paid to us for such forfeited units (which would be an aggregate total of approximately $3,261 for all 750,000 units). Upon receipt, such forfeited units would then be immediately cancelled which would result in the retirement of the treasury stock and a corresponding charge to additional paid-in capital.

The holders of the majority of the initial units will be entitled to make up to two demands that we register these securities pursuant to an agreement to be signed on the date of this prospectus. The holders of the majority of the initial units may elect to exercise these registration rights at any time commencing on the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain ‘‘piggy-back’’ registration rights with respect to registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Our management stockholders have committed, pursuant to a warrant purchase agreement with us to purchase the 6,000,000 sponsor warrants (for a total purchase price of $6,000,000) from us, of which David Chu has agreed to purchase 5,900,000 sponsor warrants for $5,900,000 and Christopher H. Heyn has agreed to purchase 100,000 sponsor warrants for $100,000. These purchases will take place in a private placement that will occur simultaneously with the consummation of this offering.

The purchase price for the sponsor warrants will be delivered to Continental Stock Transfer & Trust Company, who will also be acting solely as escrow agent in connection with the private sale of the sponsor warrants. The sponsor warrants will be identical to warrants underlying the units being offered by this prospectus except that the sponsor warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are still held by the purchasers or their affiliates. Each of the purchasers have agreed, pursuant to the warrant purchase agreement, that he will not sell or transfer the sponsor warrants (except to an affiliate of such purchaser, to relatives and trusts for estate planning purposes, or to our officers and directors at the same cost per warrant originally paid by them) until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our business combination. The holders of the majority of these sponsor warrants (or underlying shares) will be entitled to demand that we register these securities pursuant to an agreement to be signed on the date of this prospectus. The holders of the majority of these securities may elect to exercise these registration rights with respect to such securities at any time after we consummate a business combination. In addition, these holders have certain ‘‘piggy-back’’ registration rights with respect to registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

DC Management Group LLC, an affiliate of David Chu, our Chairman and Chief Executive Officer, has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us certain administrative, technology and secretarial services, as well as the use of certain office space. We have agreed to pay to DC Management Group LLC $10,000 per month for these services. Accordingly, they will benefit from the transaction. However, this arrangement is solely for our benefit and is not intended to provide Mr. Chu compensation in lieu of a salary. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged is at least as favorable as we could have obtained from an unaffiliated person. However, as our directors may not be deemed ‘‘independent,’’ we did not have the benefit of disinterested directors approving this transaction.

As of the date of this prospectus, David Chu has advanced to us $175,000 to cover expenses related to this offering. The loan bears interest at the rate of 4.25% per annum, compounded semi-annually, and will be payable on the earlier of November 14, 2008 or the consummation of this offering. We intend to repay this loan from the proceeds of this offering not being placed in trust and/or up to $2,400,000 of interest income earned on the trust account.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

Our existing stockholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount in the trust account unless the business combination is consummated and there are sufficient funds available for reimbursement after such

consummation. The financial interest of such persons could influence their motivation in selecting a target business and thus, there may be a conflict of interest when determining whether a particular business combination is in the stockholders’ best interest.

Other than the $10,000 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our existing stockholders, officers or directors who owned the initial shares, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval in each instance by our audit committee which will have access, at our expense, to our attorneys or independent legal counsel. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction. This policy is set forth in writing in our audit committee charter.

DESCRIPTION OF SECURITIES

General

We are authorized to issue 150,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this prospectus, 5,750,000 shares of common stock are outstanding (750,000 of which are subject to forfeiture by certain of our existing stockholders as described elsewhere herein), held by six stockholders of record. No shares of preferred stock are currently outstanding.

Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the 90th day after the date of this prospectus unless Pali Capital, Inc. informs us of its decision to allow earlier separate trading, provided that in no event may the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet promptly upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K information indicating if Pali Capital, Inc. has allowed separate trading of the common stock and warrants prior to the 90th day after the date of this prospectus.

Common Stock

Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their initial shares in accordance with the majority of the shares of our common stock voted by our public stockholders. This voting arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the open market by any of our existing stockholders, officers and directors. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their initial shares in accordance with the majority of the shares of common stock voted by the public stockholders. Any shares acquired in this offering or in the aftermarket by existing stockholders and their designees will be voted in favor of the business combination. Our existing stockholders have also agreed to waive their rights to participate in any liquidation occurring upon our failure to consummate a business combination, but only with respect to their initial shares. Our existing stockholders, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our stockholders.

Pursuant to our amended and restated certificate of incorporation, if we do not consummate a business combination by , 2010 [twenty four months from the date of this prospectus], our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust fund, including any interest, and any net assets remaining available for distribution to them after payment of liabilities. Our existing stockholders have agreed to waive their rights to share in any distribution with respect to their initial shares.

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

Initial Units

On or about November 15, 2007, the existing stockholders purchased an aggregate of 5,750,000 units for an aggregate purchase price of $25,000, or approximately $0.004 per unit. This includes an aggregate of 750,000 units that are subject to forfeiture by certain of our existing stockholders to the extent the over-allotment option is not exercised, so that the existing stockholders and their permitted transferees will own 20% of our issued and outstanding common stock after this offering (assuming they do not purchase units in this offering). Each initial unit consists of one share of common stock and one warrant. The shares of common stock and warrants comprising the initial units are detachable and may be transferred separately, subject to certain transfer restrictions described below. The common stock and warrants comprising the initial units are identical to the common stock and warrants comprising the units being sold in this offering, except that:


•	the existing stockholders and their permitted transferees will not be able to exercise conversion rights with respect to the shares of common stock;


•	the existing stockholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in connection with the vote required to approve our business combination in the same manner as a majority of the shares of common stock voted by the public stockholders;


•	the existing stockholders have agreed, and any permitted transferees will agree, to waive their right to participate in any liquidation distribution with respect to their initial shares if we fail to consummate a business combination;


•	the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $14.50 for any 20 days within any 30 trading day period beginning 90 days after our business combination;


•	the warrants will not be redeemable by us as long as they are held by the existing stockholders or their permitted transferees;


•	the warrants may by exercised by the holders for cash or on a cashless basis; and


•	the existing stockholders have agreed, subject to certain exceptions described below, not to transfer, assign or sell, directly or indirectly, any of the initial units or any of the common stock or warrants included in such units (including the common stock issuable upon exercise of the warrants) for a period of one year from the date of consummation of our business combination.

The existing stockholders will be permitted to transfer all or any portion of the initial units (including the securities underlying or issuable upon exercise of such securities) to certain permitted transferees described under ‘‘Principal Stockholders.’’

Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement

prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

No warrants are currently outstanding. The material terms of the warrants are set forth herein. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $7.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:


•	the completion of a business combination; and


•	one year from the date of this prospectus.

However, the warrants will be exercisable only if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. The warrants will expire four years from the date of this prospectus at 5:00 p.m., New York City time.

We may call the warrants for redemption (including any warrants held by the underwriters as a result of the exercise of their option, but excluding any sponsor warrants or initial warrants held by our existing stockholders or their affiliates), without the consent of Pali Capital, Inc.:


•	in whole and not in part;


•	at a price of $0.01 per warrant at any time after the warrants become exercisable;


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


•	if, and only if, the reported last sale price of the common stock equals or exceeds $14.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

The right to exercise will be forfeited unless they are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

If we call the warrants for redemption as described above, 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.’’ If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the ‘‘fair market value’’ in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after a business combination. If we call our warrants for redemption and our management does not take advantage of this option, our management stockholders would still be entitled to exercise their sponsor warrants for cash or on a cashless basis.

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing common stock price and the warrant exercise price so that if

the stock price declines as a result of our redemption call, the redemption will not cause the stock price to drop below the exercise price of the warrants.

We have agreed that the sponsor warrants may be exercised on a cashless basis and will not be redeemable by us so long as they are held by the existing stockholders or their affiliates. The reason that we have agreed to this is because it is not known at this time whether they will be affiliated with us following a business combination. If they are, their ability to sell our securities in the open market will be significantly limited. If they remain insiders, we will have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis or restrict our ability to redeem such warrants is appropriate.

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. Although the material provisions of the warrants are set forth herein, a copy of the warrant agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

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

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No warrants held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

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 or down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Initial Warrants

The initial warrants will be identical to the warrants underlying the units being offered by this prospectus except that the initial warrants will become exercisable after our consummation of a

business combination if and when the last sales price of our common stock exceeds $14.50 per share for any 20 trading days within any 30 trading day period beginning 90 days after the initial business combination and the initial warrants will be exercisable on a cashless basis and will not be redeemable by us, in each case, as long as they are held by the existing stockholders or their permitted transferees. In addition, the initial warrants and the underlying common stock are entitled to registration rights commencing 30 days after the consummation of our initial business combination under an agreement to be signed on or before the date of this prospectus. The initial warrants are subject to the transfer restrictions described above under the caption ‘‘Initial Units.’’

Sponsor Warrants

We anticipate that simultaneously with the consummation of this offering we will privately sell an aggregate of 6,000,000 warrants to our management stockholders at a purchase price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. All of the proceeds we receive from these purchases will be placed in the trust account. The sponsor warrants will be identical to the warrants underlying the units being offered by this prospectus except that the sponsor warrants will be exercisable on a cashless basis and will not redeemable by us so long as they are still held by the purchasers or their affiliates. Each of the purchasers have agreed, pursuant to the warrant purchase agreement, that they will not sell or transfer the sponsor warrants (except to an affiliate of such purchaser, to relatives and trusts for estate planning purposes, or to our directors at the same cost per warrant originally paid by them) until the later of , 2009 [one year from the date of this prospectus] and 60 days after the consummation of our business combination. Management does not believe that the sale of the warrants to the management stockholders will result in the recognition of stock-based compensation expense because the warrants are being sold at or above fair value. However, the actual fair value of the warrants and any stock-based compensation will be determined on the date of issuance.

The price per share for the sponsor warrants was determined based on a survey of recently completed initial public offerings of blank check companies in which management of the issuers were purchasing warrants or units simultaneously with the completion of the offering in a private placement.

Purchase Option

We have agreed to sell to the representative of the underwriters an option for $100 to purchase up to a total of 1,000,000 units at a per unit price of $12.50. The units issuable upon exercise of this option are identical to those offered by this prospectus. For a more complete description of the purchase option, see the section below entitled ‘‘Underwriting — Purchase Option.’’ In no event will we be required to net cash settle this option or the underlying warrants.

Dividends

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

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company.

American Stock Exchange Listing

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be listed on the American Stock Exchange under the symbol ‘‘ .U’’ on or promptly

after the date of this prospectus. Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be listed on the American Stock Exchange under the symbols ‘‘ ’’ and ‘‘ .WS,’’ respectively.

Securities Eligible for Future Sale

Immediately after this offering, we will have 25,750,000 shares of common stock outstanding (750,000 of which are subject to forfeiture by certain of our existing stockholders in the event the over-allotment option is not exercised). Of these shares, the 20,000,000 shares sold in this offering, or 23,000,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those shares would be eligible for sale under Rule 144 prior to , 2008. However, as described below, the Securities and Exchange Commission has taken the position that these securities would not be eligible for transfer under Rule 144. Furthermore, all of those shares have been placed in escrow and will not be transferable for a period of one year from the consummation of our initial business combination and will be released prior to that date only if, following a business combination, (i) the last sales price of our common stock equals or exceeds $14.50 per share for any 20 trading days within any 30 trading day period or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Rule 144

The availability of Rule 144 will vary depending on whether restricted shares are held by an affiliate or a non-affiliate. Under Rule 144 as in effect on the date of this prospectus, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:


•	1% of the number of shares of common stock then outstanding, which will equal 257,500 shares of common stock (or such lesser amount, adjusted to a minimum of 250,000 if the 750,000 shares are forfeited as a result of the over-allotment not being exercised) immediately after this offering; and


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

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

SEC Position on Rule 144 Sales

The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial business combination,

would act as ‘‘underwriters’’ under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 would not be available for resale transactions despite technical compliance with the requirements of Rule 144, and such securities can be resold only through a registered offering. However, Rule 144 as in effect on the date of this prospectus is available to stockholders of blank check companies and their transferees one year after the consummation of a business combination by the blank check company and the blank check company’s filing of information required by Form 10 with the SEC, provided that the blank check company has filed certain reports required by the Exchange Act in the last year. The prohibition on use of Rule 144 by blank check companies does not apply to blank check companies that are business combination related shell companies, as defined under Rule 405 of the Securities Act. However, we will not be considered a business combination related shell company and, as a result, Rule 144 will not be available to our stockholders until one year after we have completed our initial business combination and filed Form 10 information with the SEC, assuming we have filed certain reports required by the Exchange Act with the SEC for the past year.

Registration Rights

The holders of our initial shares issued and outstanding on the date of this prospectus, as well as the holders of the initial warrants (and underlying securities) and the sponsor warrants (and underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these securities are entitled to make up to two demands that we register such securities. The holders of a majority of the initial shares, the initial warrants (or underlying securities) or the sponsor warrants (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain ‘‘piggy-back’’ registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

UNDERWRITING

In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of the underwriters named below, and each of the underwriters, for which Pali Capital, Inc. is acting as representative, has individually agreed to purchase on a firm commitment basis the number of units set forth opposite its name below:

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

Pricing of Securities

We have been advised by the representative that the underwriters propose to offer the units to the public at the offering price set forth on the cover page of this prospectus. They may allow some dealers concessions not in excess of $[ ] per unit.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and sponsor warrants and the terms of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, and the sponsor warrants include:


	•	the history and prospects of companies whose principal business is the acquisition of other companies;


	•	prior offerings of those companies;


	•	our prospects for acquiring an operating business at attractive values;


	•	our capital structure;


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


	•	our belief that the aggregate gross proceeds raised in this offering will be sufficient to complete a desirable acquisition;


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


	•	other factors as were deemed relevant.

In consultation with our underwriters, we determined the size of this offering based on our beliefs concerning the capital that could be successfully raised given market conditions, our company’s business, our management team and other factors. With an equity base equivalent to the net proceeds of this offering and the private placement, and with access to the revolving line of credit, we believe we will have the ability to consider a broad range of potential target businesses possessing the scale of operations and developed infrastructure that will allow us to execute a business plan which will leverage our skills and resources. The determination of the offering price of our units and the valuation accorded to our company is more arbitrary than the pricing of securities for or valuation of, operating companies in general since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

Over-Allotment Option

We have granted to the representative an option, exercisable during the 45-day period commencing on the date of this prospectus, to purchase from us at the offering price, less

underwriting discounts, up to an aggregate of 3,000,000 additional units for the sole purpose of covering over-allotments, if any. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial distribution. The representative may exercise the over-allotment option if the underwriters sell more units than the total number set forth in the table above.

Purchase Option

We have agreed to sell to the representative of the underwriters, for $100, an option to purchase up to a total of 1,000,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus. This option is exercisable at $12.50 per unit, and may be exercised on a cashless basis, commencing on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus. The option and the 1,000,000 units, the 1,000,000 shares of common stock and the 1,000,000 warrants underlying such units, and the 1,000,000 shares of common stock underlying such warrants, have been deemed compensation by the FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the Conduct Rules. Pali Capital, Inc. will not sell, transfer, assign, pledge, or hypothecate this option or the securities underlying this option, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this option or the underlying securities for a period of 360 days from the effective date of this prospectus. We estimate that the value of the representative’s unit purchase option is $3,550,000 using a Black-Scholes option pricing model. The fair value of the representative’s unit purchase option is estimated as of the date of the grant using the following assumptions: (i) expected volatility of 41.6%; (ii) risk-free discount rate of 4.25%; (iii) contractual life of five years; and (iv) dividend rate of zero. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealers participating in the offering and their bona fide officers or partners. Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part, the option grants to holders demand and ‘‘piggy back’’ rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

Commissions and Discounts

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


	Per Unit			Without Option			With Option
Public offering price		$	10.00		$	200,000,000		$	230,000,000
Discount		$	0.70		$	14,000,000		$	16,100,000
Proceeds before expenses		$	9.30		$	186,000,000		$	213,900,000

No discounts or commissions will be paid on the sale of the sponsor warrants. The above table does not include the fair value of the unit purchase option we have agreed to sell to the representative, which, based upon a Black Scholes model, on the date of sale would be approximately $3,550,000 using an expected life of five years, volatility of 41.6% and a risk-free interest rate of 4.25%.

We have agreed to reimburse the underwriters for up to $10,000 of expenses incurred by them in connection with the investigative background search as part of their due diligence of our management. This expense reimbursement will be deemed additional compensation under Conduct Rule 2710.

Regulatory Restrictions on Purchase of Securities

Rules of the SEC may limit the ability of the underwriters to bid for or purchase our units before the distribution of the units is completed. However, the underwriters may engage in the following activities in accordance with the rules:


	•	Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of preventing or retarding a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00.


	•	Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our units in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.


	•	Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

Stabilization and syndicate covering transactions may cause the price of our securities to be higher than they would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the prices of our securities if it discourages resales of our securities.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may occur on the American Stock Exchange, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

The restricted period under Regulation M for this offering will have ended when all of the units have been distributed and after any over-allotment and stabilization arrangements and trading restrictions in connection with the offering have been terminated.

Other Terms

Although we are not under any contractual obligation to engage the underwriters to provide any services for us after this offering, and have no present intent to do so, the underwriters may, among other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. If the underwriters provide services to us after this offering, we may pay such underwriters fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriters and no fees for such services will be paid to the underwriters prior to the date which is 90 days after the date of this prospectus, unless the Financial Industry Regulatory Authority determines that such payment would not be deemed underwriter’s compensation in connection with this offering.

Electronic Distribution

A prospectus in electronic format may be made available by one or more of the underwriters on a website maintained by one or more of the underwriters. Pali Capital, Inc. may agree to allocate a number of units to underwriters for sale to their online brokerage account holders. Pali Capital, Inc. will allocate units to underwriters that may make Internet distributions on the same basis as other allocations. In addition, units may be sold by the underwriters to securities dealers who resell units to online brokerage account holders.

Indemnification

We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make in this respect.

Residents of the European Economic Area

In relation to each Member State of the European Economic Area, this prospectus and any offer is directed only at persons who are ‘qualified investors’ within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the ‘‘Prospectus Directive’’) or is otherwise exempt from the requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive. Any person in the European Economic Area who acquires the units in any offer or to whom any offer of the units is made will be deemed to have represented and agreed that it is a ‘qualified investor’ within the meaning of Article 2(1)(e) of the Prospectus Directive. Any investor will also be deemed to have represented and agreed that any units acquired by it in the offer have not been acquired on behalf of persons in the European Economic Area other than ‘qualified investors’ within the meaning of Article 2(1)(e) of the Prospectus Directive or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the units been acquired with a view to their offer or resale in the European Economic Area to persons where this would result in a requirement for publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Qualified investors to whom units may be offered in an European Economic Area member state include:


	•	Any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;


	•	Any legal entity that has two or more of (i) an average of at least 250 employees during the last financial year, (ii) a total balance sheet of more than €43,000,000, and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or


	•	Any other person who is a ‘qualified investor’ pursuant to Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any securities in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes and relevant implementing measure in each relevant member state.

We have not authorized and do not authorize the making of any offer of units through any financial intermediary on our behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of the underwriters or us.

Residents of the United Kingdom

The offer is not a public offer for the purposes of the Prospectus Rules of the Financial Services Authority Handbook and accordingly this prospectus has not been authorized or otherwise approved by the Financial Services Authority of the United Kingdom nor any other regulatory authority of the European Economic Area.

This prospectus has neither been issued nor approved by a person authorized by the United Kingdom Financial Services Authority. Accordingly, the issue or distribution of this prospectus in the United Kingdom may only be made to or directed at persons who are ‘qualified investors’ within the meaning of Article 2(1)(e) of the Prospectus Directive or fewer then 100 natural or legal persons in the United Kingdom other than ‘qualified investors’ who in both cases are also: (i) investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended ,who are persons having professional experience in matters related to investments; (ii) high net worth companies, unincorporated associations etc. falling within

Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 as amended; (iii) certified sophisticated investors falling within Article 50 of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 as amended, who are persons who have a certificate signed by an authorized person to the effect that they are sufficiently knowledgeable to understand the risks associated with these investments; or (iv) persons to whom the promotion may otherwise be lawfully made.

In the United Kingdom, participation in this offer is available only to such persons described above and persons of any other description should not rely or act upon this document. Transmission of this document to any other person in the United Kingdom is unauthorized and may contravene the Financial Services and Markets Act 2000.

Any person in any doubt about the securities to which this communication relates should consult an authorized person specializing in advising on these investments. Reliance on this communication for the purposes of engaging in any investment activity may expose the individual to a significant risk of losing all of the property invested or of incurring additional liability.

LEGAL MATTERS

Kramer Levin Naftalis & Frankel LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act of 1933, and as such, will pass upon the validity of the securities offered in this prospectus. McDermott Will & Emery LLP, New York, New York, is acting as counsel for the underwriters in this offering.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by Rothstein, Kass & Company, P.C., an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Rothstein, Kass & Company, P.C. are included in reliance upon their report given upon the authority of Rothstein, Kass & Company, P.C. as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm			F-2
Balance Sheet			F-3
Statement of Operations			F-4
Statement of Stockholders’ Equity			F-5
Statement of Cash Flows			F-6
Notes to Financial Statements			F-7-F-12

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
International Brands Management Group Ltd.

We have audited the accompanying balance sheet of International Brands Management Group Ltd. (a corporation in the development stage) (the ‘‘Company’’) as of November 16, 2007, and the related statements of operations, stockholders’ equity, and cash flows for the period November 6, 2007 (date of inception) to November 16, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of International Brands Management Group Ltd. (a corporation in the development stage) as of November 16, 2007, and the results of its operations and its cash flows for the period November 6, 2007 (date of inception) to November 16, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rothstein Kass & Company, P.C.
Roseland, New Jersey
January 16, 2008

F-2

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)

Balance Sheet


	November 16, 2007
ASSETS
Current Assets – Cash		$	200,000
Deferred Registration Costs			109,707
Total Assets		$	309,707
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Note payable to existing stockholder		$	175,000
Accounts payable and accrued liabilities			114,957
Total liabilities			289,957
Commitments
Stockholders’ Equity:
Preferred stock – 1,000,000 shares authorized, $.0001 par value, none outstanding			—
Common stock – 150,000,000 shares authorized, $.0001 par value, 5,750,000 issued and outstanding			575
Additional paid-in capital			24,425
Deficit accumulated during development stage			(5,250	)
Total stockholders’ equity			19,750
Total liabilities and stockholders’ equity		$	309,707

The accompanying notes are an integral part of these financial statements

F-3

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)

Statement of Operations


	For the Period from November 6, 2007 (date of inception) to November 16, 2007
Formation and Operating Expenses		$	5,250
Net Loss		$	(5,250	)
Weighted average number of common shares outstanding, basic and diluted			5,750,000
Net loss per common share, basic and diluted		$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-4

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)

Statement of Stockholders’ Equity


	For the Period November 6, 2007 (date of inception) to November 16, 2007
	Common Stock Shares		Common Stock Amount			Additional Paid-In Capital			Deficit Accumulated During Development Stage				Total Stockholders’ Equity
Issuance of shares to existing stockholders on or about November 15, 2007 at $.0043477 per share		5,750,000		$	575		$	24,425			—			$	25,000
Net loss		—			—			—			(5,250	)			(5,250	)
Balance at November 16, 2007		5,750,000		$	575		$	24,425		$	(5,250	)		$	19,750

The accompanying notes are an integral part of these financial statements

F-5

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)

Statement of Cash Flows


	For the Period from November 6, 2007 (date of inception) to November 16, 2007
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash from operating activities:
Net loss		$	(5,250	)
Increase in accounts payable and accrued liabilities			5,250
Net cash used in operating activities			—
Cash flows from financing activities:
Proceeds from the issuance of common shares to Existing Stockholders			25,000
Proceeds from note payable to Existing Stockholder			175,000
Net cash provided by financing activities			200,000
Net increase in cash and cash at end of period		$	200,000
Supplemental disclosure of cash flow information:
Non-cash financing activities:
Accrued registration costs		$	109,707

The accompanying notes are an integral part of these financial statements

F-6

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements

1. Discussion of the Company’s Activities and Proposed Offering

Organization and Activities — International Brands Management Group Ltd. (a corporation in the development stage) (the ‘‘Company’’) was incorporated in Delaware on November 6, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.

At November 16, 2007, the Company had not yet commenced any operations. All activity through November 16, 2007 relates to the Company’s formation and the proposed public offering described below. The Company has selected December 31st as its fiscal year-end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering of up to 20,000,000 units (‘‘Units’’) which is discussed in Note 3 (‘‘Proposed Offering’’). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a business combination with an operating business (‘‘Business Combination’’). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $9.92 per Unit sold in the Proposed Offering will be held in a trust account (‘‘Trust Account’’) and invested in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of its first Business Combination and (ii) the liquidation of the trust account as part of our plan of dissolution and liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors and service providers (which would include any third parties engaged by the Company to assist it in any way in connection with the Company’s search for a target business) and prospective target businesses execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with the Company, they will not seek recourse against the Trust Account or that a court would not conclude that such agreements are not legally enforceable. David Chu, the Company’s Chairman and Chief Executive Officer, has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. However, there can be no assurance that he will be able to satisfy those obligations. Furthermore, he will not have any personal liability as to any claimed amounts owed to a third party who executed a waiver (including a prospective target business). Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public stockholders receive no less than $10.00 per share upon liquidation.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, up to an aggregate of $2,400,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital requirements and additional amounts may be released to the Company as necessary to satisfy tax obligations.

The Company, after signing a definitive agreement for the acquisition of a target business or target businesses, which business or businesses must have a collective fair market value equal to at least 80% of the net assets held in the trust account (less the deferred underwriting discount and taxes payable), is required to submit such transaction for stockholder approval. In the event that

F-7

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements — (Continued)

stockholders owning 40% or more of the shares sold in the Proposed Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Proposed Offering, including all of the officers and directors of the Company (‘‘Existing Stockholders’’), have agreed to vote their initial shares of Common Stock in accordance with the vote of the majority in interest of all other stockholders of the Company (‘‘Public Stockholders’’) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his, hers, or its shares. The per-share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of Common Stock held by Public Stockholders at the consummation of the Proposed Offering. Accordingly, Public Stockholders holding 40% (minus one share) of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Existing Stockholders.

The Company’s Certificate of Incorporation will be amended prior to the Proposed Offering to provide that the Company will continue in existence only until 24 months from the effective date of the Proposed Offering. If the Company has not completed a Business Combination by such date, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Proposed Offering discussed in Note 3).

2. Summary of Significant Accounting Policies

Basis of Presentation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the ‘‘SEC’’).

Development Stage — The Company is in the development stage as defined by Statement of Financial Accounting Standards (‘‘SFAS’’) No. 7 ‘‘Accounting and Reporting for Development Stage Enterprises’’. To date, the Company has not generated any revenues and has devoted its efforts to various start-up activities including development and capital raising.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash accounts in a financial institution, which potentially may, in the future, exceed the Federal depository insurance coverage of $100,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income Taxes — The Company complies with the provisions of SFAS No. 109, ‘‘Accounting for Income Taxes’’. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Fair Value of Financial Instruments — The fair value of the Company’s assets and liabilities that qualify as financial instruments under SFAS No. 107, ‘‘Disclosures about Fair Value of Financial Instrument,’’ approximate their carrying amounts presented in the balance sheet at November 16, 2007.

F-8

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements — (Continued)

Loss Per Share — The Company complies with SFAS No. 128, ‘‘Earnings per Share’’. Net loss per common share is computed based on the weighted average number of common shares outstanding.

Basic loss per common share excludes dilution and is computed as net loss divided by the weighted average common shares outstanding for the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. No such securities were outstanding as of November 16, 2007; as a result, diluted loss per common share is the same as basic loss per common share.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements — In July 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes,’’ an interpretation of FASB Statement No. 109 (‘‘FIN 48’’), which provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is ‘‘more likely than not’’ that the position is sustainable based on its technical merits. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 at inception did not have a significant effect on the Company’s balance sheet or statement of operations.

The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

3. Proposed Public Offering

The Proposed Offering calls for the Company to offer for public sale up to 20,000,000 Units at a proposed offering price of $10.00 per Unit (plus up to an additional 3,000,000 units solely to cover over-allotments, if any). Each Unit consists of one share of the Company’s Common Stock and one warrant (‘‘Warrants’’). Each Warrant will entitle the holder to purchase from the Company one share of Common Stock at an exercise price of $7.00 per share, commencing on the later of the completion of a Business Combination and one year from the effective date of the Proposed Offering and expiring four years from the effective date of the Proposed Offering. The Company may redeem the Warrants, at a price of $.01 per Warrant upon 30 days’ notice while the Warrants are exercisable, only in the event that the last sale price of the Common Stock is at least $14.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Proposed Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant will not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed.

4. Deferred Registration Costs

The Company complies with the requirements of SEC Staff Accounting Bulletin (SAB) Topic 5A ‘‘Expenses of Offering’’. Deferred registration costs consist principally of legal and underwriting fees

F-9

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements — (Continued)

incurred through the balance sheet date that are related to the Proposed Offering and will be charged to additional paid in capital upon the completion of the Proposed Offering or charged to expense if the Proposed Offering is not competed.

As of November 16, 2007, the Company had incurred deferred registration costs of $109,707 relating to expenses incurred in connection to the Proposed Offering.

5. Note Payable to Existing Stockholder

The Company issued an unsecured promissory note in an aggregate principal amount of $175,000 to one of the Existing Stockholders on November 15, 2007. The note bears interest at 4.25% per annum, compounded semiannually and is payable on the earlier of November 14, 2008 or the consummation of the Proposed Offering. Due to the short-term nature of the note, the fair value of the note approximates its carrying amount.

6. Income Taxes

Significant components of the Company’s deferred tax assets are as follows:


Net operating loss	$	1,785
Less: valuation allowance		(1,785	)
Total	$	—

Management has recorded a full valuation allowance against the Company’s deferred tax asset because, as of November 16, 2007, it does not believe it is more likely than not that the deferred tax asset will be realized.

7. Commitments

Administrative Fees — The Company may occupy office space provided by DC Management Group LLC, an affiliate of David Chu. DC Management Group LLC has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time-to-time. The Company has agreed that it will to pay $10,000 per month for such services commencing on the effective date of the Proposed Offering.

Underwriting Agreement — In connection with the Proposed Offering, the Company will enter into an underwriting agreement (the ‘‘Underwriting Agreement’’) with the underwriters in the Proposed Offering.

Pursuant to the Underwriting Agreement, the Company will be obligated to Pali Capital, Inc., the representative of the underwriters (the ‘‘Representative’’), for certain fees and expenses related to the Proposed Offering, including underwriting discounts of $14,000,000, or $16,100,000 if the underwriters’ over-allotment option is exercised in full. The Company and the Representative have agreed that payment of $7,000,000, or $8,050,000 if the underwriters’ over-allotment option is exercised in full, of the underwriting discounts will be paid upon closing of the Proposed Offering. The Company and the Representative have agreed that payment of the underwriting discount of $7,000,000, or $8,050,000 if the underwriters’ over-allotment option is exercised in full, together with interest thereon, will be deferred until consummation of a Business Combination.

The Company will sell to the Representative for $100, an option to purchase up to 1,000,000 units at $12.50 per unit (the ‘‘Unit Purchase Option’’ or the ‘‘UPO’’). The Company will account for the sale of the unit purchase option as a cost attributable to the proposed offering, and will include the

F-10

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements — (Continued)

instrument as equity in its financial statements. Accordingly, there will be no net impact on the Company’s financial position or results of operations, except for the recording of the $100 proceeds from the sale. The units issuable upon exercise of the UPO are identical to those offered by the Proposed Offering. The UPO may be exercised at $12.50 per unit, and may be exercised on a cashless basis, commencing on the later of the consummation of a Business Combination and one year from the date of this prospectus and expiring five years from the date of this prospectus.

We have determined, based upon a Black-Scholes model, that the fair value of the purchase option on the date of sale is approximately $3.55 per unit (a total value of $3,550,000), using an expected life of five years, volatility of 41.6%, and a risk-free interest rate of 4.25%. The volatility calculation is based on the average five year daily volatility of the 20 smallest (by market capitalization) constituents of the S&P SmallCap 600 Consumer Discretionary Index. Because we do not have a trading history, we needed to estimate the potential volatility of the unit price, which will depend upon a number of factors that cannot be determined at this time. We used these companies because the Company believes that the volatility of these companies is a reasonable benchmark in estimating the expected volatility for our units. Although an expected life of five years was used in the calculation, if we do not consummate a business combination within the prescribed time period and we liquidate the trust account, the option will become worthless.

Initial Stockholders — Upon the Company’s formation, a total of 5,750,000 units were sold to the executive officers, directors and other stockholders of the Company at a price of $.0043477 per unit for an aggregate of $25,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock at an exercise price of $7.00 per share.

An aggregate of 750,000 shares of common stock sold to the executives and directors are subject to forfeiture by certain of such stockholders if the over-allotment option is not exercised by the Representatives.

David Chu and Christopher H. Heyn have committed to purchase a total of 6,000,000 Warrants (‘‘Sponsor Warrants’’) at $1.00 per Warrant (for an aggregate purchase price of $6,000,000) privately from the Company. These purchases will take place simultaneously with the consummation of the Proposed Offering. All of the proceeds received from these initial purchases will be placed in the Trust Account.

Pursuant to letter agreements which the Existing Stockholders will enter into with the Company and the underwriters, the Existing Stockholders will waive their right to receive distributions with respect to their initial shares upon the Company’s liquidation.

8. Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

The agreement with the underwriters will prohibit the Company, prior to a Business Combination, from issuing preferred stock which participates in the proceeds of the Trust Account or which votes as a class with the Common Stock on a Business Combination.

9. Sponsor Warrants

The Sponsor Warrants to be purchased by such purchasers will be identical to the Warrants underlying the Units being offered in the Proposed Offering except that the Sponsor Warrants may not be called for redemption and the Sponsor Warrants may be exercisable on a ‘‘cashless basis,’’ at the holder’s option, so long as such securities are held by such purchaser or his affiliates. Furthermore,

F-11

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements — (Continued)

the purchasers have agreed that the Sponsor Warrants will not be sold or transferred by them, except for estate planning purposes, until the later of one year from the date of the Proposed Offering and 60 days after the Company has completed a Business Combination. Management does not believe that the sale of the warrants to the management stockholders will result in the recognition of stock-based compensation expense because the warrants are being sold at or above fair value. However, the actual fair value of the warrants and any stock-based compensation will be determined on the date of issuance of the warrants.

The Existing Stockholders and the holders of the initial warrants (or underlying securities) or the Sponsor Warrants (or underlying securities) will be entitled to registration rights with respect to their initial shares, the initial warrants (or underlying securities) or Sponsor Warrants (or underlying securities) pursuant to an agreement to be signed prior to or on the date of the Proposed Offering. The holders of the majority of these securities may elect to exercise these registration rights with respect to such securities at any time after the Company consummates a Business Combination. The holders have certain ‘‘piggy-back’’ registration rights with respect to registration statements filed after the Company’s consummation of a Business Combination.

10. Subsequent Event

On January 15, 2008, the Company effected a 0.8-for-1 reverse stock split of its shares of common stock. All references in the accompanying financial statements to the number of shares of common stock, warrants and loss per share have been retroactively restated to reflect this transaction.

F-12

Until [ ], 2008, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities.

TABLE OF CONTENTS

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.

20,000,000 Units

PROSPECTUS

Pali Capital, Inc.

Morgan Joseph

HCFP/Brenner Securities LLC

, 2008

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:


SEC Registration Fee	$	12,971
FINRA filing fee		42,750
American Stock Exchange filing and listing fee		70,000
Accounting fees and expenses		50,000
Printing and engraving expenses		75,000
Legal fees and expenses		300,000
Miscellaneous		49,279
Total	$	600,000

Item 14. Indemnification of Directors and Officers.

Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

‘‘Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

II-1

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to ‘‘the corporation’’ shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to ‘‘other enterprises’’ shall include employee benefit plans; references to ‘‘fines’’ shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to ‘‘serving at the request of the corporation’’ shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner ‘‘not opposed to the best interests of the corporation’’ as referred to in this section.

II-2

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).’’

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Paragraph B of Article 7 of our amended and restated certificate of incorporation provides:

‘‘The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.’’

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

(a) During the past three years, we sold the following units without registration under the Securities Act:


Stockholders	Number of Units⁽¹⁾
Ace Magic Management Limited		2,831,000
David Chu		2,551,000
DCMGE LLC		280,000
Christopher H. Heyn		20,000
Jenny Ming		20,000
Ronald L. Frasch		20,000
Jackson Tai		20,000
Wai G. Eng		8,000

(1)	Reflects a 0.8-for-1 reverse stock split of our common stock effected on January 15, 2008.

Such units were issued on or about November 15, 2007 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they

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were sold to sophisticated, accredited individuals. The units issued to the individuals above were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.004 per unit. On January 16, 2008, Ace Magic Management Limited transferred an aggregate of 2,831,000 units to two separate trusts for the benefit of Mr. Chu’s children.

In addition, our management stockholders have committed to purchase from us 6,000,000 warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of $6,000,000). These purchases will take place in a private placement that will occur simultaneously with the consummation of our initial public offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. The obligation to purchase the warrants undertaken by the above individuals was made pursuant to a Warrant Purchase Agreement, dated as of November 16, 2007 (which is filed as Exhibit 10.22 to the Registration Statement on Form S-1). Such obligation was made prior to the filing of the Registration Statement, and the only conditions to the obligation undertaken by such individuals are conditions outside of the investors’ control. Consequently, the investment decision relating to the purchase of the warrants was made prior to the filing of the Registration Statement relating to the public offering and therefore constitutes a ‘‘completed private placement.’’

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:


Exhibit No.			Description
	1	.1	Form of Underwriting Agreement.
	3	.1	Form of Amended and Restated Certificate of Incorporation.*
	3	.2	By-laws.*
	4	.1	Specimen Unit Certificate.
	4	.2	Specimen Common Stock Certificate.*
	4	.3	Specimen Warrant Certificate.
	4	.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	4	.5	Form of Unit Purchase Option to be granted to Representative.
	5	.1	Form of Opinion of Kramer Levin Naftalis & Frankel LLP.
	10	.1	Amended and Restated Unit Subscription Agreement between the Registrant and David Chu.
	10	.2	Amended and Restated Unit Subscription Agreement between the Registrant and Christopher H. Heyn.
	10	.3	Amended and Restated Unit Subscription Agreement between the Registrant and Jenny Ming.
	10	.4	Amended and Restated Unit Subscription Agreement between the Registrant and Ronald L. Frasch.
	10	.5	Amended and Restated Unit Subscription Agreement between the Registrant and Jackson Tai.
	10	.6	Amended and Restated Unit Subscription Agreement between the Registrant and Wai G. Eng.
	10	.7	Amended and Restated Unit Subscription Agreement between the Registrant and DCMGE LLC.
	10	.8	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and David Chu.
	10	.9	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and Christopher H. Heyn.

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Exhibit No.			Description
	10	.10	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and Jenny Ming.
	10	.11	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and Ronald L. Frasch.
	10	.12	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and Jackson Tai.
	10	.13	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and Wai G. Eng.
	10	.14	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and DCMGE LLC.
	10	.15	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and the Gina and David Chu Descendant’s Trust f/b/o Christie Chu u/a/d January 16, 2008.
	10	.16	Form of Letter Agreement among the Registrant, Pali Capital, Inc. and the Gina and David Chu Descendant’s Trust f/b/o Bianca Chu u/a/d January 16, 2008.
	10	.17	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
	10	.18	Form of Securities Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Existing Stockholders.
	10	.19	Form of Administrative Services Agreement among DC Management Group LLC and the Registrant.*
	10	.20	Promissory Note issued to David Chu.*
	10	.21	Form of Registration Rights Agreement among the Registrant and the Existing Stockholders.*
	10	.22	Warrant Purchase Agreement among the Registrant and David Chu and Christopher H. Heyn.
	10	.23	Securities Transfer Agreement dated as of January 16, 2008 among the Registrant, Ace Magic Management Limited and each of the Gina and David Chu Descendant’s Trust f/b/o Christie Chu u/a/d January 16, 2008 and the Gina and David Chu Descendant’s Trust f/b/o Bianca Chu u/a/d January 16, 2008.
	14		Form of Code of Ethics.*
	23	.1	Consent of Rothstein, Kass & Company, P.C.
	23	.2	Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1).
	99	.1	Form of Audit Committee Charter.
	99	.2	Form of Nominating Committee Charter.*
	99	.3	Form of Compensation Committee Charter.*

*	Previously filed.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES


	Page
Prospectus Summary		1
Summary Financial Data		18
Risk Factors		20
Use of Proceeds		38
Dilution		42
Capitalization		44
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Proposed Business		48
Management		64
Principal Stockholders		70
Transactions with Related Persons, Promoters and Certain Control Persons		72
Description of Securities		75
Underwriting		82
Legal Matters		86
Experts		86
Where You Can Find Additional Information		86
Index to Financial Statements		F-1

Terms of Our Offering

Terms Under a Rule 419 Offering

Escrow of offering proceeds

$192,300,000 of the net offering proceeds plus the $6,000,000 we will receive from the sale of the sponsor warrants will be deposited into a trust account at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee.

$167,400,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds

The $192,300,000 of net offering proceeds plus the $6,000,000 we will receive from the sale of the sponsor warrants held in trust will only be invested in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940.

Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

International Brands Management Group Ltd S-1/A