UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~September 1020, 2012

RLJ Acquisition, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation)

000-54276		27-3970903
(Commission File Number)		(IRS Employer Identification No.)

3 Bethesda Metro Center, Suite 1000 Bethesda, MD		20814
(Address of Principal Executive Offices)		(Zip Code)

(301) 280-7737
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

S£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Item~~On 1September 20, 2012, RLJ Acquisition, Inc.~~01.~~ ~~Entry~~(“RLJ”) ~~into~~held a ~~Material~~special ~~Definitive~~meeting ~~Agreement~~of its stockholders to consider proposals related to RLJ’s proposed business combination with Image Entertainment, Inc. (“Image”) and Acorn Media Group, Inc. (“Acorn”). At the special meeting of stockholders of RLJ, stockholders approved all of management’s proposals, as follows:

~~On April 10, 2012, RLJ Acquisition, Inc~~1. ~~(“RLJ”),~~ ~~RLJ~~Proposal ~~Entertainment, Inc~~No. ~~(“RLJ~~1 ~~Entertainment”),~~- ~~Image Entertainment, Inc. (“Image”), Acorn Media Group, Inc. (“Acorn”), and Peter Edwards, in his capacity as the Shareholder Representative (the “Shareholder Representative”) entered into~~ a ~~Joinder~~proposal ~~Agreement (the “Joinder Agreement”). Pursuant~~ to ~~the Joinder Agreement, RLJ Entertainment became a party to,~~ approve and ~~agreed~~adopt ~~to be bound by~~ the ~~terms of, (i) that certain~~ Agreement and Plan of Merger, dated as of April 2, 2012, ~~by and~~ between RLJ and Image (the “Merger Agreement”),. ~~(ii)~~RLJ’s ~~that~~stockholders ~~certain~~cast ~~Preferred Stock Purchase Agreement~~16, ~~dated as of April 2~~718,299 ~~2012,~~votes byin ~~and~~favor ~~among RLJ and the holders~~ of ~~the~~this ~~shares of~~proposal ~~Series B Preferred Stock of Image (the “Preferred Stock Purchase Agreement”),~~ and ~~(iii) that certain Stock Purchase Agreement~~908,711 ~~dated~~votes asagainst. ofThere ~~April~~were 2,no ~~2012,~~abstentions by and ~~among RLJ, Acorn, the shareholders of Acorn and the Shareholder Representative~~ ~~(the~~no ~~“Stock~~broker Purchase Agreement” and, together with the Merger Agreement and Preferred Stock Purchase Agreement, the “Agreements”), as if RLJ Entertainment had been an original signatory and party to each of the Agreementsnon-votes.

A2. ~~copy~~Proposal ofNo. ~~the~~2 ~~Joinder~~- ~~Agreement~~a isproposal ~~filed~~to approve ~~with~~and ~~this~~adopt ~~Current~~the ~~Report~~2012 onIncentive ~~Form~~Compensation ~~8-K~~Plan as(an ~~Exhibit~~equity-based ~~10.1~~incentive ~~and~~plan) isof ~~incorporated~~RLJ ~~herein~~Entertainment, ~~by reference~~Inc. ~~The~~RLJ’s ~~foregoing description of the~~stockholders ~~Joinder~~cast ~~Agreement~~13,453,942 isvotes ~~qualified~~ in ~~its~~favor ~~entirety~~of bythis ~~reference~~proposal, to2,075,568 ~~the~~votes ~~full~~against ~~text~~and of2,097,500 ~~the~~abestentions. ~~Joinder~~There ~~Agreement~~were ~~filed~~no ~~with~~broker ~~this Current Report on Form 8~~non-Kvotes.

~~Copies~~3. ofProposal ~~the~~No. ~~Merger~~3 ~~Agreement,~~- ~~Preferred Stock~~a ~~Purchase~~proposal ~~Agreement~~to ~~and~~approve one ~~Stock~~or ~~Purchase~~more ~~Agreement~~adjournments ~~are~~of ~~filed~~the asspecial ~~Exhibits 2.1~~meeting, ~~10.1~~if ~~and 2.2~~necessary, ~~respectively,~~ to ~~the~~permit ~~Current~~further ~~Report on~~solicitation ~~Form~~of ~~8-K~~proxies ~~filed~~because bythere ~~RLJ~~are ~~with~~not sufficient ~~the~~votes ~~Securities~~at ~~and Exchange Commission (~~the ~~“SEC”)~~RLJ onspecial ~~April~~meeting 6,to ~~2012~~approve ~~(the “April 6, 2012 Form 8-K”),~~ and ~~are~~adopt ~~incorporated~~the ~~herein~~Merger ~~by reference~~Agreement. ~~The~~RLJ’s ~~descriptions~~stockholders ofcast ~~the Agreements included in the April 6~~14,080,193 votes ~~2012 Form 8-K are qualified~~ in ~~their~~favor ~~entirety~~of bythis ~~reference~~proposal toand ~~the~~3,546,817 ~~full~~votes ~~text~~against. ofThere ~~the~~were ~~Agreements~~no ~~filed~~abstentions ~~with~~and ~~the~~no ~~April~~broker ~~6, 2012 Form 8~~non-Kvotes.

On the basis of the above votes, (i) the proposal to approve and adopt the Merger Agreement was approved; (ii) the proposal to approve and adopt the 2012 Incentive Compensation Plan (an equity-based incentive plan) of RLJ Entertainment, Inc. was approved; and (iii) the proposal to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes at the RLJ special meeting to approve and adopt the Merger Agreement was approved.

Holders of 8,374,986 shares of RLJ’s common stock issued in RLJ’s initial public offering validly elected to require RLJ to redeem their shares for a pro rata portion of RLJ’s trust account if the business combination with Image and Acorn is completed. Holders of RLJ’s common stock may revoke their redemption requests up to 5:00 p.m. EDT on the date that is two business days prior to the date of the closing of the Merger Agreement. Subject to the satisfaction (or waiver) of other closing conditions contained in the Merger Agreement and the Stock Purchase Agreement, by and among RLJ, RLJ Entertainment, Inc. (“RLJ Entertainment”), Acorn, the shareholders of Acorn and Peter Edwards as the shareholder representative (the “Stock Purchase Agreement”), RLJ expects the business combination with Image and the acquisition of Acorn to close in early October, 2012. However no assurance can be given that such transactions will close. If no such closing occurs, RLJ will promptly liquidate in accordance with the process described in its final IPO prospectus.

Item 8.01. Other Events.

On ~~April~~September 1320, 2012, aRLJ ~~Registration~~issued ~~Statement~~a press onrelease ~~Form~~announcing ~~S-4~~the ~~(which~~results ~~contains~~of athe ~~preliminary~~special ~~joint~~meetings ~~proxy~~of ~~statement/prospectus)~~its ~~was~~stockholders. ~~filed~~A bycopy ~~RLJ~~of ~~Entertainment,~~the apress ~~wholly~~release ~~owned~~is ~~subsidiary of~~attached ~~RLJ,~~as inExhibit 99.1 ~~connection~~to ~~with~~this ~~the~~Current ~~proposed~~Report ~~business~~on ~~combination~~Form of8-K ~~RLJ, Image~~ and ~~Acorn,~~incorporated asherein ~~contemplated~~ by ~~the Agreements~~reference.

The Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) may be found on the SEC’s website, which is located at http://www.sec.gov, under the name “RLJ Entertainment, Inc.” The information contained therein is subject, in its entirety, to completion or amendment as described therein.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by RLJ in presentations for certain of RLJ’s stockholders and other persons. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On April 13, 2012, RLJ issued a press release announcing that it will hold a conference call on Tuesday, April 17, 2012, at 2:30 p.m. Eastern Daylight Time (the “Conference Call”). Information regarding participation in the Conference Call is included in the press release, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Forward-Looking Statements

This report may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Investors are cautioned that such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of RLJ, RLJ Entertainment, ~~a holding company formed by RLJ,~~ Image, Acorn and the combined companies after completion of the ~~proposed~~ proposed business combination are based on current expectations that are subject to risks and uncertainties.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the Preferred Stock Purchase Agreement by and between RLJ, RLJ Entertainment and the holders of preferred stock of Image (the “Preferred Stock Purchase Agreement”) or the Stock Purchase Agreement; (2) the outcome of any legal proceedings ~~that~~ that may be instituted against RLJ, Image or others ~~following~~relating ~~announcement~~to of the Merger Agreement, the Preferred Stock Purchase Agreement, ~~the~~ the Stock Purchase Agreement and transactions contemplated therein; (3) the inability to complete the ~~transactions~~business ~~contemplated by~~combination ~~the~~due ~~Merger~~to ~~Agreement~~the failure ~~due~~ to satisfy the ~~failure~~conditions to ~~obtain~~closing ~~approval~~in ofthe Merger Agreement, the ~~stockholders~~Preferred ofStock ~~RLJ~~Purchase orAgreement ~~Image,~~and the Stock Purchase Agreement; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Merger Agreement, the Preferred Stock Purchase Agreement and the Stock Purchase Agreement; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the business combination; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that Image or Acorn may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in filings with the SEC by RLJ, RLJ Entertainment or Image.

Readers are referred to the most recent reports filed with the SEC by RLJ and Image. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

On April 13, 2012, RLJ Entertainment filed with the SEC a Registration Statement on Form S-4 containing preliminary proxy statements of Image and RLJ and a prospectus of RLJ Entertainment regarding the proposed business combination. This material is not a substitute for the final joint proxy statement / prospectus regarding the proposed business combination. Investors and security holders are urged to read the preliminary joint proxy statement / prospectus, the final joint proxy statement / prospectus and any other relevant documents filed with the SEC when available carefully because they contain important information regarding RLJ, RLJ Entertainment, Image and Acorn, the proposed business combination and related matters. The final joint proxy statement / prospectus will be mailed to stockholders of RLJ and Image. Stockholders will also be able to obtain copies of the Registration Statement and the joint proxy statement/prospectus, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Lisa Warner Pickrum at 301.280.7703 or RLJA@rljcompanies.com.

Participants in the Business Combination

RLJ Entertainment, RLJ, Image and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of RLJ and Image in connection with the proposed business combination. Information regarding the officers and directors of RLJ is available in RLJ’s annual report on Form 10-K for the year ended December 31, 2011, which has been filed with the SEC.

Information regarding the officers and directors of Image is available in Image’s annual report on Form 10-K/A for the year ended March 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants is also included in the Registration Statement on Form S-4 filed with the SEC by RLJ Entertainment on April 13, 2012 (and will be included in the definitive proxy statement/prospectus for the proposed business combination) and the other relevant documents filed with the SEC.

Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

299.1 ~~Agreement~~Press ~~and~~release ~~Plan~~issued ~~of Merger, dated as of April 2, 2012,~~ by ~~and between~~ RLJ Acquisition, Inc. ~~and Image Entertainment, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report~~ on ~~Form~~September ~~8-K filed by RLJ Acquisition~~20, ~~Inc. with the SEC on April 6,~~ 2012.

2.2 Stock Purchase Agreement, dated as of April 2, 2012, by and among RLJ Acquisition, Inc., Acorn Media Group, Inc., the shareholders of Acorn Media Group, Inc. and Peter Edwards, as the Shareholder Representative. Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

10.1* Joinder Agreement, dated as of April 10, 2012, by and among, RLJ Acquisition, Inc., RLJ Entertainment, Inc., Image Entertainment, Inc., Acorn Media Group, Inc. and Peter Edwards, in his capacity as the Shareholder Representative.

10.2 Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and the holders of the shares of Series B Preferred Stock of Image Entertainment, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

99.1** Form of presentation.

99.2* Press release issued by RLJ Acquisition, Inc. on April 13, 2012.

_______________

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RLJ Acquisition, Inc. By: /s/ H. Van Sinclair Name: H. Van Sinclair Title: President and Chief Executive Officer

	RLJ Acquisition, Inc.

Date: September 20, 2012

	By:	/s/ H. Van Sinclair
	Name: H. Van Sinclair
	Title: President and Chief Executive Officer

Date: April 13, 2012

INDEX TO EXHIBITS

99.1** Form of Presentation.

99.2* Press release issued by RLJ Acquisition, Inc. on April 13, 2012.

_______________

* Filed herewith.

** Furnished herewith.

Filing Compare · RLJ Acquisition, Inc.