Filed pursuant to Rule 424(b)(4)
Registration No. 333-137863

PROSPECTUS

$150,000,000

ADVANCED TECHNOLOGY ACQUISITION CORP.

18,750,000 Units

Advanced Technology Acquisition Corp. is a blank check company recently formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. 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 at a public offering price of $8.00 per unit. Each unit that we are offering consists of:

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one share of our common stock; and

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one warrant.

Each warrant entitles the holder to purchase one share of our common stock at a price of $6.00. Each warrant will become exercisable on the later of our completion of a business combination and June 18, 2008 and will expire on June 18, 2011, or earlier upon redemption.

We have granted the underwriters a 45-day option to purchase up to 2,812,500 additional units to cover over-allotments, if any (over and above the 18,750,000 units referred to above). The over-allotment option will be used only to cover a net short position resulting from the initial distribution. We have also agreed to sell to two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., for $100, as additional compensation, an option to purchase up to a total of 1,125,000 units at a price of $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus, except that the warrants underlying such units will expire five years from the date of this prospectus. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

Certain of our initial stockholders have committed to purchase an aggregate of 3,625,000 warrants (the “founder warrants”) at a purchase price of $1.00 per warrant (for an aggregate purchase price of $3,625,000) from us. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. Such initial stockholders will purchase such founder warrants by using their own funds, other than the $500,000 to be borrowed from CRT Capital Group LLC and I-Bankers Securities, Inc. All of the proceeds we receive from the sale of the founder warrants will be placed in the trust fund described below. The founder warrants will be identical to the warrants underlying the units being offered by this prospectus, except that the founder warrants may also be exercised on a cashless basis at the discretion of the holder. The purchasers of the founder warrants have waived the right to receive distributions upon our liquidation prior to a business combination with respect to the shares of common stock underlying the founder warrants. In addition, the purchasers of the founder warrants have agreed that the founder warrants and the underlying securities will not be sold or transferred by them until after we have completed a business combination.

There is presently no public market for our units, common stock or warrants. We anticipate that our units will be listed on the American Stock Exchange under the symbol AXC.U and begin trading on or promptly after the date of this prospectus. The common stock and warrants will begin separate trading as promptly as practicable following the consummation of this offering, but in no event later than 65 days following the consummation of this offering. For more information see “Description of Securities—Units.” Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be listed on the American Stock Exchange under the symbols AXC and AXC.W, respectively. We cannot assure you, however, that our securities will be 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 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

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(1)

The underwriters have an option to purchase up to an additional 2,812,500 units at the public offering price, less the underwriting discount and commission, within 45 days of the date of this prospectus to cover any over-allotments. If the underwriters exercise this option in full, the total public offering price, the underwriting discount and commission and proceeds, before expenses, to us, will be $172,500,000, $12,075,000 and $160,425,000 respectively. See “Underwriting.”

(2)

Of the underwriting discount and commissions, $5,625,000 ($0.30 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. Upon the consummation of our initial business combination, we will pay such deferred fees, less $0.30 for each share of common stock converted to cash in connection with our initial business combination, to the underwriters out of the proceeds of this offering held in a trust account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company acting as trustee. In the event that a business combination is not consummated within the required time period, the deferred underwriters’ fee will be included in the distribution to our public stockholders of the proceeds held in trust.

$144,125,000 of the net proceeds we receive from this offering, plus the additional $3,625,000 we will receive from the sale of founder warrants taking place simultaneously with the consummation of this offering, totaling $147,750,000 ($7.88 per unit sold to the public in this offering) will be deposited into a trust account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

We are offering the units for sale on a firm-commitment basis. CRT Capital Group, acting as representative of the underwriters, expects to deliver our securities to investors in the offering on or about June 22, 2007.

June 18, 2007

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements, and the related notes thereto. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. 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 common stock.

Unless otherwise stated in this prospectus, references to “we,” “us” or “our” refer to Advanced Technology Acquisition Corp. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option.

Unless we tell you otherwise, the term “business combination” as used in this prospectus means an acquisition of, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. Unless we tell you otherwise, when referring to a business combination, the term “net assets” as used in this prospectus shall mean total assets minus total liabilities. The term “existing stockholders” as used in this prospectus refers to persons that held shares of our common stock immediately prior to the date of this prospectus. In addition, unless we tell you otherwise, the term “public stockholders” as used in this prospectus refers to the holders of the shares of common stock which are being sold as part of the units in this offering, including any of our existing stockholders, directors and officers to the extent that they purchase such shares.

We are a blank check company organized under the laws of the State of Delaware on August 24, 2006. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. We have neither engaged in any operations nor generated any revenues to date.

We believe that Israel represents an attractive environment for sourcing a target business for several reasons including, among others, the following factors that have enhanced the Israeli technology sector in the past and we believe remain influential:

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Israel’s Central Bureau of Statistics reported that Israel’s Gross Domestic Product grew by 4.9% in 2005 and by 5.9% in the first six months of 2006 (on an annualized basis), ranking it as one of the fastest growing economies in the Western world;

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Israel’s Central Bank reported that foreign investments in Israel have risen consecutively in the last three years, reaching $9.7 billion in 2005, a 67% rise from 2004, and a record $11.9 billion in the first six months of 2006;

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According to the Israeli Ministry of Industry, Trade and Labor, Israeli companies are offered favorable tax incentives and government funding plans;

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According to the Israeli Ministry of Industry, Trade and Labor, Israel offers the modern infrastructure, protection and services required for businesses to compete effectively including protection of trademarks and patents, a transparent financial and legal system and sophisticated capital markets that allow companies to simultaneously list their securities on Israeli and foreign exchanges;

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Fitch and other rating agencies have maintained Israel’s credit rating at “A-”, noting the rapid growth of the Israeli economy, Israel’s low government deficit and a decrease in the Israeli government’s debt level as positive factors in the country’s risk profile;

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According to the Israeli Ministry of Foreign Affairs, Israeli universities and research institutions have produced significant research and innovations and, due to their outstanding reputation, have attracted prominent scientists, researchers, and professors from outside of Israel;

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According to the Israeli Ministry of Finance, Israel has one of the highest per-capita ratios of engineers in the world;

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According to the Consulate General of Israel, Israel has more startup companies, in absolute terms, than any other country in the world other than the United States; and

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Israeli-based technology companies rank as the most listed non-U.S. based technology companies on the Nasdaq Stock Market, according to the Nasdaq Stock Market, and also rank highly in the number of listed technology companies on many European stock exchanges.

Additionally, according to the Israel Venture Capital Research Center, $11 billion in venture capital was invested in Israel’s technology industry since 1999, which funded more than 1,500 technology companies. We believe that this high degree of venture capital being invested in Israel, when compared to other countries, makes Israel a favorable environment for making acquisitions as there should be a greater number of prospective target businesses searching for liquidity events.

We do not have any specific business combination under consideration, and we have not (nor has anyone acting on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. We have not been approached, directly or indirectly, by any candidates (or a representative of any candidates) with respect to a possible acquisition transaction with us. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate. Our management team has extensive experience in the technology and technology-related industries, and has the experience and skills necessary to identify, acquire and assist the appropriate target business or businesses. Furthermore, through their considerable experience in technology and technology-related businesses, our management team has acquired extensive contacts and sources from which to generate acquisition opportunities. These contacts and sources include private equity and venture capital funds, public and private companies, business brokers, investment bankers, attorneys and accountants.

Our initial business combination must be with an operating business whose fair market value is equal to at least 80% of our net assets (excluding deferred underwriting fees) at the time of such acquisition. We may seek to raise additional funds through the private sale of securities or the incurrence of indebtedness that would enable us to effect a business combination with an operating business having a fair market value of at least, or greater than, 80% of our net assets at the time of such an acquisition. There is no limitation on our ability to raise such additional funds through the sale of securities or the incurrence of indebtedness. We have not entered into any financing arrangements or had discussions, formal or otherwise, with any third parties with respect to such financing arrangements. If we are unable to consummate a business combination within the allotted time periods set forth in this prospectus, we will implement a plan of dissolution and distribution which will include the liquidation of the trust account to our public stockholders.

Our directors and officers will not receive any compensation prior to the consummation of our initial business combination other than reimbursement for reasonable out-of-pocket expenses incurred by them on our behalf. After the consummation of a business combination, if any, to the extent such persons remain as directors of the resulting business, we anticipate that they will receive compensation comparable to directors at other similarly-situated companies. Further, after the consummation of a business combination, if any, to the extent they remain as officers of the resulting business, we anticipate that they may enter into employment agreements, the terms of which will be negotiated and which we expect to be comparable to employment agreements with other similarly-situated companies.

Our offices are located at 14 A Achimeir Street, Ramat Gan 52587 Israel, and our telephone number is 011-972-3-751-3707.

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THE OFFERING

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SUMMARY FINANCIAL DATA

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

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(1)

The “as adjusted” information gives effect to the sale of the units we are offering pursuant to this prospectus, including the application of the estimated gross proceeds, the receipt of $3,625,000 from the sale of the founder warrants in a private placement that will take place concurrently with this offering, and the payment of the estimated remaining costs from such unit sale, including the repayment of an aggregate of $219,000 of promissory notes payable to M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd. and an additional $120,930 of liabilities relating to this offering payable to such entities. The working capital (as adjusted) and total assets (as adjusted) amounts do not include any interest amount earned on the trust account. One half of the interest earned on the trust account, net of taxes payable on such interest, will be disbursed to us on a monthly basis for working capital purposes, up to a maximum of $2.0 million. If a business combination is not so consummated, we will be dissolved and the proceeds held in the trust account, including the amount held in trust representing the deferred portion of the underwriters’ fee, will be distributed solely to our public stockholders.

(2)

The working capital (as adjusted) amount excludes the $5,625,000 being held in the trust account that will either be paid to the underwriters upon consummation of our initial business combination or to our public stockholders upon liquidation in the event we do not consummate a business combination within the required time period.

(3)

Net of $2,250,000 of contingent underwriters’ fees.

We will not proceed with a business combination if public stockholders owning 40% or more of the shares sold in this offering both vote against the business combination and exercise their conversion rights. As a result of the foregoing, stockholders who do not cast a vote will not have any effect on whether or not the proposed business combination is approved. Additionally, it is our current intention to provide stockholders with at least 20 business days from the date on which the proxy statement relating to a proposed business combination is mailed to review the materials and to cast their vote. Accordingly, we may effect a business combination if public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights and a majority of our public stockholders approve the business combination. It is our understanding and intention, in every case, to structure and consummate a business combination in which public stockholders owning up to approximately 39.99% of the shares sold in the initial public offering will be able to convert their shares into cash. We view this threshold, which is set forth in our amended and restated certificate of incorporation, as an obligation to our stockholders, and neither we nor our board of directors will propose, or seek stockholder approval of, any increase or decrease of this threshold. If this occurred, we would be required to convert to cash up to 7,499,999 of the 18,750,000 shares of common stock sold in this offering, at an initial per-share conversion price of approximately $7.88, without taking into account the interest earned on the trust account. The actual per-share conversion price will be equal to the amount in the trust account, including the amount held in the trust account representing the deferred portion of the underwriters’ fee, but excluding one-half of the interest earned on the trust account that will be released to us on a monthly basis to fund our working capital requirements (up to a maximum of $2.0 million), and excluding the $380,000 of proceeds held outside of the trust account, as of two business days prior to the consummation of the business combination, divided by the number of units sold in this offering. In connection with any vote required for a business combination, all of our existing stockholders, directors and officers, have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchased in or following this offering, in accordance with the majority of the shares of common stock voted by our public stockholders. As a result, our existing stockholders, directors and officers will not have any conversion rights attributable to their shares owned prior to this offering in the event that a business combination is approved by a majority of our public stockholders.

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RISK FACTORS

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

Risks Relating to the Company and the Offering

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

We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our 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 a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. 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 (if at all), after the consummation of a business combination. We cannot assure you as to when, or if, a business combination will occur.

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

We must complete a business combination with a fair market value equal to at least 80% of our net assets (excluding deferred underwriting fees) at the time of the acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or a definitive agreement has been executed within 18 months after the consummation of this offering and the business combination relating thereto has not yet been consummated within such 18-month period). If we fail to consummate a business combination within the required time frame, we will be forced to liquidate our assets. We may not be able to find a suitable target business within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination.

If we are forced to dissolve and liquidate before a business combination, our public stockholders are likely to receive less than $8.00 per share upon distribution of the funds held in the trust account and our warrants will expire with no value.

If we are unable to complete a business combination and are forced to dissolve and liquidate our assets, the per-share liquidation amount is likely to be less than $8.00, assuming current rates of interest, because of the expenses related to this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no distribution with respect to our outstanding warrants which will expire worthless if we liquidate before the completion of a business combination.

If the proceeds held outside the 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, prior to the consummation of a business combination, the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, will be sufficient to cover our operating expenses for the next 24 months and to cover the expenses incurred in connection with a business combination. These amounts are based on our management’s estimate of the amount needed to fund our operations for the next 24 months, to consummate a business combination and to fund our working capital requirements. This estimate may prove inaccurate, especially if we expend a significant portion of the available funds in pursuit of a business combination that is not consummated. Additionally, although we have no present intention to do so, it is possible that we will in the future

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find it necessary or desirable to use a portion of these funds to make a down payment or deposit or fund a lock-up or “no-shop” provision, with respect to a potential business combination. If so, any such amount would be based on the terms of the specific transaction and the amount of available funds at the time. If we use a significant portion of our funds for such a purpose and we are required to forfeit such funds (whether as a result of our breach of the agreement relating to the original payment or otherwise), we could, if such payment was large enough and we had already used some or all of the funds allocated to due diligence and related expenses in connection with the aborted transaction, be left with insufficient funds to continue searching for, or to conduct due diligence with respect to, other potential target businesses. In that event, we may be required to liquidate before the completion of a business combination. If we do not have sufficient proceeds available to fund our expenses, we may be forced to obtain additional financing, either from our existing stockholders, directors and officers or from third parties. We may not be able to obtain additional financing, and our existing stockholders, directors and officers are not obligated to provide any additional financing to us. If we do not have sufficient funds and are unable to obtain additional financing, we may be forced to liquidate prior to consummating a business combination. If we are able to obtain additional financing in order to fund due diligence and other expenses associated with locating a target business, and if such additional financing were in the form of a loan, such loan would be incurred by us. To the extent that a business combination is not ultimately consummated and that the funds held outside of the trust account are not sufficient to repay such loan, M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have agreed to advance the funds necessary to repay such loan. In the event that M.O.T.A Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd are unable to repay such loan and to the extent that there are not funds available outside of the trust account for such purpose, then Moshe Bar-Niv, Dr. Shuki Gleitman and Liora Lev have agreed that they will be personally liable to repay such loan.

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 an operating business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and subsequently will file a Current Report on Form 8-K with the SEC, including an audited balance sheet demonstrating this fact, we believe that we are exempt from the rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we do not believe we are subject to Rule 419, our units will be immediately tradeable and we will have a longer period of time within which to complete a business combination in certain circumstances.

Failure to comply with the American Stock Exchange’s requirements regarding the composition of our board of directors and audit committee could result in the delisting of our common stock from the American Stock Exchange and adversely affect the market for our common stock.

In order for our common stock to continue to be listed on the American Stock Exchange, we must comply with listing standards regarding the independence of our board of directors and members of our audit committee. In particular, the American Stock Exchange’s rules require that a majority of our directors and all of the members of our audit committee be “independent,” as defined under the American Stock Exchange’s rules, by no later than the first anniversary following the completion of this offering. We do not currently meet these requirements.

If we are unable to change the composition of our board of directors and our board committees to comply with these requirements, our common stock may be delisted from the American Stock Exchange and the liquidity and trading price of common stock may be adversely affected.

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.

Based on publicly available information, since August 2003, approximately 101 similarly structured blank check companies have completed initial public offerings in the United States. Of these companies, only 24 companies have consummated a business combination, while 22 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combination. Additionally, five of these companies have recently announced that they will dissolve and distribute their assets to stockholders. Accordingly, there are approximately 50 blank check companies in the United States with more than $4.8 billion in trust that are seeking to carry out a business plan

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similar to our business plan. Furthermore, there are approximately 37 additional offerings for blank check companies in the United States seeking to raise more than $3.2 billion 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 these companies have specific industries in which they must identify a potential target business, a number of these companies may consummate a business combination in any industry they choose. As a result, we may be subject to competition from these and other companies seeking to consummate a business combination within the technology or technology-related industries, which, in turn, will result in an increased demand for privately-held companies in these industries. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time period. Further, because only 46 of such companies have either consummated a business combination or entered into definitive agreements or letters of intent with respect to potential business combinations, it may indicate that there are fewer attractive target businesses available to such entities 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. We cannot assure you that we will be able to successfully compete for an attractive business combination. Additionally, because of this competition, we cannot assure you that we will be able to effectuate a business combination within the prescribed time period. If we are unable to consummate a business combination within the prescribed time period, we will be forced to liquidate.

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

We expect to encounter intense competition from 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. 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 46 of the 101 blank check companies that have gone public in the United States since August 2003 have either consummated a business combination or entered into definitive agreements or letters of intent with respect to potential business combinations, 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 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination has not yet been consummated within such 18 month period), we will be forced to liquidate.

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

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

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upon consummation of this offering and the private placement of the founder warrants, the net proceeds $147,750,000 will be placed into the trust account, which proceeds may not be disbursed from the trust account except in connection with, or following, a business combination, upon our liquidation or as otherwise permitted in our amended and restated certificate of incorporation;

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prior to the consummation of a business combination, we will submit such business combination to our stockholders for approval;

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we may consummate the business combination only if approved by a majority of our stockholders and public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights;

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if a business combination is approved and consummated, public stockholders who voted against the business combination and exercised their conversion rights will receive their pro rata share (based on the number of units sold in this offering) of the trust account;

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if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then we will be dissolved and distribute to all of our public stockholders their pro rata share (based on the number of units sold in this offering) of the trust account and any remaining net assets; and

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we may not consummate any other merger, acquisition, stock purchase, asset purchase or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that the business combination be with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination, and whose fair market value is equal to at least 80% of our net assets at the time of such business combination.

Under Delaware law, the foregoing provisions may be amended if our board of directors adopts a resolution declaring the advisability of an amendment and calls a shareholders meeting, at which the holders of a majority of our outstanding stock vote in favor of such amendment. Any such amendment could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. However, we view these provisions as obligations to our stockholders, and neither we nor our board of directors will propose, or seek stockholder approval of, any amendment of these provisions.

Our amended and restated certificate of incorporation and by-laws contain certain provisions that may make it more difficult, expensive or otherwise discourage, a tender offer or a change in control or takeover attempt by a third party, even if such a transaction would be beneficial to our stockholders.

The existence of certain provisions in our amended and restated certificate of incorporation and by-laws may have a negative impact on the price of our common stock by discouraging a third party from purchasing our common stock. These provisions could also have the effect of discouraging a third party from pursuing a non-negotiated takeover of our company and preventing certain changes of control. In addition to our staggered board, our by-laws require that, subject to certain exceptions, any stockholder desiring to propose business or nominate a person to the board of directors at a stockholders meeting must give notice of any proposals or nominations within a specified time frame. Our by-laws also limit the ability of stockholders to remove directors, call stockholders meetings and act by written consent and provide that vacancies of the board of directors may only be filled by a majority of the remaining directors. For a complete discussion of these provisions, see the section below entitled “Description of Securities—Restrictive Provisions of our Amended and Restated Certificate of Incorporation and By-Laws.”

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders is likely to be less than the approximately $7.88 per share held in trust.

Placing of funds in a trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, prospective acquisition targets and other entities with whom we engage in business enter into agreements with us waiving any right in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements, or even if they execute such agreements, that such waivers will be enforceable or they would otherwise be prevented from bringing claims against the trust account.

If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party refused to waive such claims. Examples of possible instances in which we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management

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to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would enter into an agreement with a third party that did not execute a waiver only if management believed that such third party’s engagement would be significantly more beneficial to us than any alternative.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and not seek recourse against the trust account for any reason. Furthermore, creditors may seek to interfere with the distribution process under state or federal creditor and bankruptcy laws, which could delay the actual distribution of such funds or reduce the amount ultimately available for distribution to our public stockholders. If we are required to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in the trust account will 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.

The ability of our public stockholders to receive the proceeds held in the trust account is subject to any valid claims by our creditors which are not covered by amounts held in the trust account or the indemnification provided by certain of our initial stockholders (described below). Furthermore, no distributions may be made from the trust account until provisions for the payment of creditors have first been made in accordance with the applicable provisions of Delaware law. Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders and the per-share liquidation price could be less than approximately $7.88, plus one-half of the interest earned on the trust account, net of taxes payable on such interest, for the relevant period, due to claims of such creditors or other entities.

If we are unable to complete a business combination, and are forced to liquidate and distribute the proceeds held in trust to our stockholders, certain of our executive officers – specifically, Moshe Bar-Niv, Shuki Gleitman and Liora Lev – have agreed, subject to the qualifications and exceptions stated below, that they will be personally liable, on a joint and several basis, to ensure that the proceeds in the trust fund are not reduced by claims made by (and only by) a vendor or service provider for services rendered, or products sold, to us, or by a prospective acquisition target (each, a “Guaranteed Creditor”). However, neither Moshe Bar-Niv, Shuki Gleitman and Liora Lev will have any personal liability as to (i) any claimed amounts owed to a Guaranteed Creditor who executed a agreement waiving any right, title, claim or interest of any kind in and to all monies held in the trust, or (ii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. They will not be personally liable to pay any of our debts and obligations except as described above.

We cannot assure you that Messrs. Bar-Niv and Gleitman and Ms. Lev have sufficient funds to satisfy these indemnification obligations or that the proceeds in the trust account will not be reduced by such claims.

In addition, even after our liquidation (including the distribution of the funds held 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. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution.

We may have insufficient funds not held in our trust account to implement and complete our dissolution and distribution.

We expect that all costs associated with the implementation and completion of our dissolution and distribution, which we currently estimate to be approximately $50,000 to $75,000, will be funded by any funds not held in our trust account, although we cannot assure you that there will be sufficient funds for such purpose. In addition, our initial shareholders have not provided any written indemnity or guarantee with respect to these costs other than with respect to costs for vendors or service providers that have not signed a waiver. In the event that insufficient funds exist to cover these costs, we would commence appropriate litigation if doing so would be in the best interests of our stockholders, which is a decision that would be made by our board of directors based on its fiduciary duties as set forth under Delaware law.

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

If we do not complete a business combination within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement is executed within 18 months after the consummation of this offering and the business combination relating thereto is not consummated within such 18-month period), we will dissolve. 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 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. Although we will seek stockholder approval to liquidate the trust account to our public stockholders as part of our plan of dissolution and distribution, we do not intend to comply with those procedures. In the event that our board recommends and our stockholders approve a plan of dissolution and distribution where it is subsequently determined that the reserve for claims and liabilities was insufficient, stockholders who received a return of funds could be liable for claims made by creditors. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any liability of our stockholders may extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

In certain circumstances, our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing itself and our company to claims of punitive damages.

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 and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly upon the expiration of the 18-month or 24-month time periods, 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 of directors may be viewed as having breached their fiduciary duties to our creditors and/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 and/or complying with certain provisions of the Delaware General Corporation Law with respect to our dissolution and liquidation. We cannot assure you that claims will not be brought against us for these reasons.

If we do not consummate a business combination and dissolve, payments from the trust account to our public stockholders may be delayed.

We currently believe that any plan of dissolution and distribution subsequent to the expiration of the 18 and 24 month deadlines would proceed in approximately the following manner:

·

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

·

upon such deadline, we would file our preliminary proxy statement with the Securities and Exchange Commission;

·

if the Securities and Exchange Commission does not review the preliminary proxy statement, then, 10 days following the passing of such deadline, we will mail the proxy statements to our stockholders, and 30 days following the passing of such deadline we will convene a meeting of our stockholders, at which they will either approve or reject our plan of dissolution and distribution; and

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·

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

In the event we seek stockholder approval for a plan of dissolution and distribution and do not obtain such approval, we will nonetheless continue to pursue stockholder approval for our dissolution. Pursuant to the terms of our amended and restated certificate of incorporation, our powers following the expiration of the permitted time periods for consummating a business combination will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation. The funds held in our trust account may not be distributed except upon our dissolution and, unless and until such approval is obtained from our stockholders, the funds held in our trust account will not be released. Consequently, holders of a majority of our outstanding stock must approve our dissolution in order to receive the funds held in our trust account and the funds will not be available for any other corporate purpose.

These procedures, or a vote to reject any plan of dissolution and distribution by our stockholders, may result in substantial delays in the liquidation of our trust account to our public stockholders as part of our plan of dissolution and distribution.

Since we have not selected any prospective target businesses with which to complete a business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

Since we have not yet selected or approached any prospective target businesses with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’ operations, financial condition or prospects. To the extent we complete a business combination, we may be affected by numerous risks inherent in the business operations of the acquired company or companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors, or that we will have adequate time to complete due diligence. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in any particular target business.

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

It is anticipated that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial time and attention and substantial costs for accountants, attorneys and others. In addition, we may opt to make down payments or pay exclusivity or similar fees in connection with structuring and negotiating a business combination. If a decision is made not to complete a specific business combination, the costs incurred up to that point in connection with the abandoned transaction, potentially including down payments or exclusivity or similar fees, would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the transaction for any number of reasons, including those beyond our control such as that 40% or more of our public stockholders vote against the transaction even though a majority of our public stockholders approve the transaction. Any such event will result in a loss to us of the related costs incurred, which could adversely affect subsequent attempts to locate and acquire or merge with another business.

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

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering and the sale of the founder warrants, there will be 44,750,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation of shares issuable upon full exercise of our outstanding warrants, including the founder warrants, and the purchase option issued to CRT Capital Group LLC and I-Bankers Securities, Inc. and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date of this offering to issue any additional securities, we

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may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of both, including through convertible debt securities, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of preferred stock, including upon conversion of any debt securities:

·

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

·

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;

·

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

·

may adversely affect prevailing market prices for our common stock and warrants.

We may issue notes or other debt securities, or obtain bank financing, to complete a business combination, which may adversely affect our leverage and financial condition.

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

·

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

·

cause an acceleration of our obligation to repay the debt, even if we make all principal and interest payments when due, if we breach the covenants contained in the terms of any debt;

·

require us to execute documents that contain covenants such as ones that require the maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;

·

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

·

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

·

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

·

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

·

limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our strategy, or other purposes; and

·

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

Unlike most other blank check offerings, we allow up to approximately 39.99% 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. Most other blank check companies have a conversion threshold of

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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.

Unlike most other blank check offerings, we allow up to approximately 39.99% of our public stockholders to exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

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. Such holder must both vote against such business combination and then exercise his, her or its conversion rights to receive a pro rata share of the trust account. Unlike most other blank check offerings which have a 20% threshold, we allow up to approximately 39.99% of our public stockholders to exercise their conversion rights. 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. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

Our ability to successfully effect a business combination and to be successful afterwards will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination.

Our ability to be successful following a business combination will depend upon the efforts of our key personnel. The future role of our key personnel following a business combination, however, cannot presently be ascertained. In making the determination whether current management should remain with us following the business combination, management will analyze the experience and skill set of the target business’ management and negotiate as part of the business combination that certain members of current management remain if it is believed that doing so is in the best interests of the combined company post-business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. Furthermore, these individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

The loss of key directors and officers could adversely affect our ability to consummate a business combination.

Our operations are dependent upon a relatively small group of key directors and officers consisting of Moshe Bar-Niv, our Chairman and director; Liora Lev, our Chief Executive Officer and director; and Shuki Gleitman, our Chief Technology Officer and director. We believe that our success depends on the continued service of our key directors and officers. We cannot assure you that such individuals will remain with us for the immediate or foreseeable future. We do not have employment contracts with any of our current officers. The unexpected loss of the services of one or more of these key officers or directors could adversely affect our ability to consummate a business combination.

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

Our directors and officers are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full-time employees prior to the consummation of a business combination. Each of our officers is engaged in several other business endeavors and is not obligated to contribute any specific number of hours per week to our affairs. If our officers’ and directors’ other business affairs require them to devote substantial amounts

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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.

Our directors and officers are and may in the future become affiliated with other businesses in, or investing in, technology or technology-related industries and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Following the consummation of this offering and until we consummate a business combination, we intend to engage in the business of identifying and acquiring a potential target business in a technology or technology-related industry. Our directors and officers are, and may in the future, become affiliated with entities, including other blank check companies, that are engaged in a similar business. Further, certain of our directors and officers are currently involved in other businesses in, or investing in, technology or technology-related industries. Our directors and officers may become aware of business opportunities that may be appropriate for presentation to us as well as the other entities with which they are or may be affiliated. Due to these existing and potential future affiliations with these and other entities, they may have fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us, which could cause additional conflicts of interest. We cannot assure you that these conflicts will be resolved in our favor. At this time, none of our officers or directors are or have been affiliated with another blank check company.

While we currently have no plans to combine with an entity affiliated with one or more of our initial stockholders, we are not prohibited from doing so. As a result, our officers and directors may have personal financial interests in approving a specific business combination.

We currently have no plans to combine with an entity affiliated with one or more of our initial stockholders and our management is not aware of any potential business combination opportunity with any such affiliated entities.

If, however, it is later determined that this is in the best interest of our stockholders, we may propose to acquire an affiliated company as a “business combination.” In particular, there is nothing in our amended and restated certificate of incorporation or any contractual arrangements to which we are a party which would prohibit us from doing so.

In the event that we were to propose a business combination with an entity affiliated with one or more of our initial stockholders, purchasers of the shares being offered in this offering would have two protections:

·

In connection with the vote required for any business combination, our initial stockholders have agreed to vote their respective initial shares of common stock in accordance with the vote of the public stockholders holding a majority of the shares of common stock sold in this offering. Consequently, unless a majority of the shares held by non-affiliates are voted in favor of any proposed acquisition, the acquisition will not be consummated.

·

We have agreed not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless we obtain an opinion from an independent investment banking firm stating that the business combination is fair to our stockholders from a financial point of view.

Despite the foregoing, potential conflicts of interest may still exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Because all of our directors and officers own shares of our securities that will not participate in liquidation distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

All of our directors and officers own stock in our company. Our directors and officers, as well as our initial stockholders, have waived their right to receive distributions upon our liquidation in the event we fail to complete a business combination. Furthermore, certain of our initial stockholders (specifically, M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner – Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay) have committed to purchase an aggregate of 3,625,000 warrants in a private placement simultaneously with the consummation of this offering. The shares of common stock and warrants owned by such directors and officers and their affiliates will be worthless if we do not consummate a business combination. The

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personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business and completing a business combination in a timely manner. Consequently, our directors’ and officers’ 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.

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

Our existing stockholders, directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, unless a business combination is consummated. The amounts of available proceeds and the interest earned on the trust account, net of taxes payable on such interest, available to us to fund our working capital requirements are based on our management’s estimate of the amount needed to fund our operations for the next 24 months and consummate a business combination. This estimate may prove to be inaccurate, especially if a portion of the available proceeds and the interest on the trust account available for working capital purposes is used to make a down payment in connection with a business combination or pay exclusivity or similar fees or if we expend a significant portion in pursuit of an acquisition that is not consummated. The financial interest of our directors and officers 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 our public stockholders’ best interest.

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

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

·

make a special written suitability determination for the purchaser;

·

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

·

provide the purchaser with risk disclosure documents that identify certain risks associated with investing in “penny stocks” and that describe the market for these “penny stocks,” as well as a purchaser’s legal remedies; and

·

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

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

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

Our initial business combination must be with an operating business with a fair market value of at least 80% of our net assets at the time of such business combination. Consequently, initially, it is probably that we will have the ability to complete a business combination with only a single operating business.

It is probable that the company we acquire in our initial business combination will have only a limited number of services or products. The resulting lack of diversification:

·

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

·

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

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·

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.

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

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 initial 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 fund. 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 fund 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 expected. 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.

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

Only $380,000 of the net proceeds of this offering and the private placement are available to us to fund our working capital requirements. We will be dependent upon one-half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, to provide us with the working capital we will need to search for a target company and consummate a business combination. If interest rates were to decline substantially, we may not have sufficient funds available to provide us with the working capital necessary to complete a business combination. In such event, we would need to raise additional equity capital or borrow funds from our existing stockholders, including officers and directors, or others or 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 and the sale of the founder warrants, and one-half of the interest earned on the trust account, net of taxes payable on such interest, will be sufficient to allow us to consummate a business combination, in as much as we have not yet selected or approached any prospective target businesses, we cannot ascertain the capital requirements for any particular business combination. If the net proceeds of this offering and the sale of the founder warrants, and one-half of the interest earned on the trust account, net of taxes payable on such interest, prove to be insufficient, either because of the size of the business combination or the depletion of available funds in search of a target business, or because we become obligated to convert into cash a significant number of shares from dissenting stockholders as a result of the exercise of conversion rights, we will be required to seek additional financing through the issuance of equity or debt securities or other financing arrangements. We cannot assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to re-negotiate 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 adversely affect the continued development or growth of the target business. None of our officers,

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directors or stockholders is required to provide any financing to us in connection with or after the consummation of a business combination.

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

Upon consummation of this offering, our existing stockholders, directors and officers will collectively own 20% of our issued and outstanding shares of common stock (assuming they do not purchase units in this offering). In addition, certain of our initial stockholders (specifically, M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner – Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay) have agreed to purchase 3,625,000 warrants from us in a private placement concurrently with the consummation of this offering. Any exercise of these warrants by our directors and officers would increase their ownership percentage. These holdings could allow the existing stockholders, directors and officers to influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions after completion of our initial business combination.

Our board of directors will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. It is unlikely that 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 at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our existing stockholders, directors and officers, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our existing stockholders, directors and officers will continue to exert control at least until the consummation of a business combination and may continue to exercise substantial control after a business combination due to their significant ownership. In connection with the vote required for our initial business combination, all of our existing stockholders, directors and officers, have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchased in or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders.  However, the affiliates and relatives of our existing stockholders, directors and officers are not prohibited from purchasing units in this offering or shares in the aftermarket, and they will have full voting rights with respect to any shares of common stock they may acquire, either through this offering or in subsequent market transactions. If they do, we cannot assure you that our existing stockholders, directors and officers, through their affiliates and relatives, will not have considerable influence upon the vote in connection with a business combination.

Our existing stockholders paid an aggregate of $25,000, or $0.004 per share, for their shares and, accordingly, you will experience immediate and substantial dilution in the net tangible book value of the common stock which you purchase as part of the units in this offering.

The difference between the public offering price per share of our common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. The fact that our existing stockholders acquired their shares of common stock at a nominal price has significantly contributed to this dilution. Assuming the offering is completed, you and the other new investors will incur an immediate and substantial dilution of 32.8%, or $2.62 per share (the difference between the pro forma net tangible book value per share of $5.38 and the initial offering price of $8.00 per unit).

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

In connection with this offering, as part of the units, we will be issuing warrants to purchase 18,750,000 shares of common stock. We will also sell a total of 3,625,000 warrants to M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner – Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay, certain of our initial stockholders, in a private placement concurrently with the consummation of this offering. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to complete the

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business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the acquisition cost of a target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

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

The majority of our existing stockholders are entitled to make up to two demands that we register the resale of their shares of common stock at any time after their shares are released from escrow. If the majority of our existing stockholders exercise their registration rights, then there could be an additional 4,687,500 shares of common stock (after giving effect to the forfeiture of 1,562,500 shares of common stock by certain of our initial stockholders in certain circumstances, as more fully described in “Principal Stockholders”) eligible for trading in the public market. In addition, each of (a) the holder of the underwriters’ purchase option and (b) Shrem, Fudim, Kelner – Technologies Ltd. and Shrem, Fudim, Kelner & Co. Ltd., acting together, will be entitled to one demand and unlimited piggy-back registration rights. The increase in the number of shares of common stock eligible for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to effect a business combination or increase the acquisition cost of a target business, as the stockholders of a particular target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

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 practically worthless.

No warrant held by public stockholders or issuable upon exercise of the underwriters’ purchase option 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 prospectus relating to the common stock issuable upon exercise of the warrant is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants and to take such action as is necessary to qualify the common stock under the securities laws of the states in which the warrants are initially offered. However, we cannot assure you that we will be able to do so or that each such holder will be resident in a state in which the warrants are initially offered. 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. 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, the warrants held by public stockholders or issuable upon exercise of the underwriters’ purchase option may have no value, the market for such warrants may be limited and such warrants may expire worthless. Even if the prospectus relating to the common stock issuable upon exercise of the warrants is not current, the founder warrants may be exercisable for unregistered shares of 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.

In order not to be regulated as an investment company under the Investment Company Act of 1940, or the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities.” Our business will be to identify and consummate a business combination and thereafter to operate the acquired business or businesses. We will invest the funds in the trust account only in treasury bills issued by the United States having a maturity of 180 days or less or money market funds meeting the criteria under Rule 2a-7 under the Investment Company Act until we use them to complete a business combination. By limiting the investment of the funds to these instruments, we believe that we will not be

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considered an investment company under the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in these types of instruments. The trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, our dissolution, liquidation and distribution of our assets, including the proceeds held in the trust account, as part of our plan of dissolution and liquidation. If we fail to invest the proceeds as described above or if we cease to be primarily engaged in our business as set forth above (for instance, if our stockholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time), we may be considered to be an investment company and thus be required to comply with the Investment Company Act.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

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restrictions on the nature of our investments;

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restrictions on the issuance of securities; and

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which may make it difficult for us to complete a business combination;

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

The American Stock Exchange may decline to list or may in the future 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 have applied to list our securities on the American Stock Exchange, a national securities exchange, upon consummation of this offering. Our listing application has not yet been approved by the American Stock Exchange and we cannot assure you that our securities will be listed or, if listed, will continue to be listed on the American Stock Exchange in the future. Additionally, in connection with our business combination, it is likely that the American Stock Exchange may 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:

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reduced liquidity with respect to 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 and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

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

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

In the event that our securities are not listed on the American Stock Exchange, we anticipate that our units, common stock and warrants will be quoted on the OTC Bulletin Board, but we cannot assure that our securities will be so quoted, or, if quoted, will continue to be quoted.

Because any target business that we attempt to complete a business combination with will be required to provide our stockholders with financial statements prepared in accordance with and reconciled to United States generally accepted accounting principles, prospective target businesses may be limited.

In accordance with requirements of United States federal securities laws, in order to seek stockholder approval of a business combination, a proposed target business will be required to have certain financial statements which are prepared in accordance with, or which can be reconciled to, United States generally accepted accounting principles and audited in accordance with United States generally accepted auditing standards. Many foreign companies do not have financial statements prepared in accordance with United States generally accepted accounting principles and

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would need to incur significant time and expense in order to obtain financial statements prepared in accordance with those principles. To the extent that a prospective target business does not have financial statements which have been prepared with, or which can be reconciled to, United States generally accepted accounting principles, and audited in accordance with United States generally accepted auditing standards, we will not be able to acquire such target business. We will enter into a business combination only with a target business that has such financial statements. These financial statement requirements may limit the pool of potential target businesses which we may acquire.

If we determine to change domiciles in connection with a business combination, the new jurisdiction’s laws will likely govern all of our material agreements relating to the operations of the target business and we may not be able to enforce our legal rights.

In connection with a business combination, we may determine to relocate the home jurisdiction of our business from Delaware to a jurisdiction outside of the United States, including Israel. If we determine to do this, the new jurisdiction’s corporate law will control our corporate governance requirements and will determine the rights of our shareholders. The new jurisdiction’s corporate law may provide less protection to our shareholders than is afforded by Delaware law. Any such reincorporation will also likely subject us to foreign regulation, including foreign taxation. In addition, upon reincorporation, we may become a “foreign private issuer” for purposes of United States securities laws, which means that we may be subject to less stringent reporting requirements and that some provisions of the United States securities laws (such as the proxy rules and the short-swing trading rules) would not apply to us. Furthermore, whether or not we reincorporate outside the United States, the new jurisdiction’s laws will likely govern all of our material agreements relating to the operations of the target business. We cannot assure you that the system of laws and the enforcement of existing laws in such jurisdiction would 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 in a new jurisdiction could result in a significant loss of business, business opportunities or capital.

Risks Associated With the Industry

We rely on the experience and skills of our management team to identify future trends in the technology and technology-related industries, and to take advantage of these trends, but there is no guarantee that they will be able to do so.

The process of predicting technological trends, especially in sectors developing as fast as the technology and technology-related sectors, is complex and uncertain. After our initial business combination, we may commit significant resources to developing new products before knowing whether our investments will result in products the market will accept. Furthermore, we may not execute successfully on our vision because of, among other things, errors in product planning or timing, technical hurdles that we fail to overcome in a timely fashion or a lack of appropriate resources. If we are unable to identify and take advantage of future trends in the technology and technology-related sectors, our business, financial condition and results of operations will be adversely affected.

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

An investment in companies in the technology or technology-related industries may be extremely risky relative to an investment in other businesses because, among other things, the companies we are likely to focus on:

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

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tend to be privately-owned and generally have little publicly available information and, as a result, we may not learn all of the material information we need to know regarding these businesses;

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are more likely to depend on the management talents and efforts of a small group of people; and, as a result, the death, disability, resignation or termination of one or more of these people could have an adverse impact on the operations of any company we may acquire;

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generally have less predictable operating results;

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·

may from time to time be parties to litigation;

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may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence; and

·

may require substantial additional capital to support their operations, finance expansion or maintain their competitive position.

If we are unable to keep pace with changes in technology or consumer tastes and preferences, the products or services of any target business that we acquire could become obsolete.

The technology and technology-related industries are generally characterized by intense, rapid technological changes, evolving industry standards and new product and service introductions, often resulting in product obsolescence or short product life cycles. Further, these sectors are very sensitive to changes in consumer tastes and preferences. Our ability to compete after the consummation of a business combination will be dependent upon our ability to develop and introduce products and services that keep pace with changes in technology and consumer tastes and preferences. The success of new products or services depends on several factors, including proper new product or service definition, low component costs, timely completion and introduction of the new product or service, differentiation of the new product or service from those of our competitors and market acceptance of the new product or service. There can be no assurance that we will successfully identify new product or service opportunities, develop and bring new products and services to the market in a timely manner or achieve market acceptance of our products and services or that products, services and technologies developed by others will not render our products, services and technologies obsolete or noncompetitive. Our business, financial condition and results of operations following a business combination will depend on our ability to develop and introduce new products and services into existing and emerging markets and to reduce the costs of existing products and services. If we are unable to keep pace with these changes, our business, financial condition and results of operations will be adversely affected.

Consolidation in the technology and technology-related industries may affect our ability to consummate a business combination and may result in increased competition following a business combination.

There has been a trend toward consolidation in the technology and technology-related industries for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving market and as companies are acquired or are unable to continue operations. The trend towards consolidation will increase demand for target businesses. Furthermore, we believe that industry consolidation will result in stronger competitors. Additionally, rapid industry consolidation will lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of many participants. This could lead to more variability in operating results and could adversely affect on our business, operating results and financial condition following a business combination.

Companies in technology and technology-related industries require highly-skilled personnel and if we are unable to attract and retain key personnel following a business combination, we will be unable to effectively conduct our business.

The market for technical, creative, marketing and other personnel essential to the development and marketing of technology and technology-related products and services and to the management of technology and technology-related businesses is extremely competitive. Further, companies that have been the target of an acquisition are often a prime target for recruiting of executives and key creative talent. If we cannot successfully recruit and retain the employees we need following consummation of our business combination, or replace key employees after their departure, our ability to develop and manage our businesses will be impaired.

We may be unable to protect or enforce the intellectual property rights of any target business that we acquire or the target business may become subject to claims of intellectual property infringement.

After completing a business combination, the procurement and protection of trademarks, copyrights, patents, domain names, trade dress and trade secrets may be critical to our success. We will likely rely on a combination of copyright, trademark, trade secret laws and contractual restrictions to protect any proprietary technology and rights that we may acquire. Despite our efforts to protect those proprietary technology and rights, we may not be able to prevent misappropriation of those proprietary rights or deter independent development of technologies that compete

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with the business we acquire. Furthermore, key aspects of networking technology are governed by industry-wide standards, which are usable by all market entrants. Our competitors may file patent applications or obtain patents and proprietary rights that block or compete with our patents. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. It is also possible that third parties may claim we have infringed their patent, trademark, copyright or other proprietary rights. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could have an adverse effect on our competitive position and business. Further, depending on the target business or businesses that we acquire, it is likely that we will have to protect trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location.

With respect to certain proprietary rights of the target business or businesses that we acquire, such as trademarks and copyrighted materials, we expect that the target business or businesses will have licensed such rights to third parties in the past and we may continue to enter into such agreements in the future. These licensees may, unknowingly to us or the target business or businesses, take actions that diminish the value of the target business or businesses’ proprietary rights or cause harm to the target business or businesses’ reputation. Also, products of the target business or businesses may include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various aspects of these products. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have an adverse effect on our business, operating results and financial condition following a business combination. Moreover, the inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to protect our proprietary rights in our products.

The technology and technology-related industries are highly cyclical, which may affect our future performance and ability to sell our products or services, and in turn, hurt our profitability.

Technology and technology-related products and services tend to be relatively expensive and buyers tend to defer purchases during periods of economic weakness, opting instead to continue to use what they already own. Conversely, during periods of economic strength, sales of technology and technology-related products and services frequently exceed expectations. As a consequence, revenues and earnings for these companies may fluctuate more than those of less economically sensitive companies. Further, companies in the consumer segments of these industries are sensitive to a number of factors that influence the levels of consumer spending, including economic conditions such as the rate of unemployment, inflation, recessionary environments, the levels of disposable income, debt, interest rates and consumer confidence. Due to the cyclical nature of the technology and technology-related industries, inventories may not always be properly balanced, resulting in lost sales when there are shortages or write-offs when there are excess inventories. This may adversely affect the business, financial condition and results of operations of any target businesses that we may acquire.

Government regulation of certain technology or technology-related industries and the uncertainty over government regulation of the Internet could harm our operating results and future prospects.

Certain technology or technology-related industries, including the telecommunications and media sectors, have historically been subject to substantial government regulation, both in the United States and overseas. If we consummate a business combination with a target business or businesses in these sectors, changes in telecommunications requirements in the United States or other countries could affect the sales of our products, limit the growth of the markets we serve or require costly alterations of current or future products. Future changes in tariffs by regulatory agencies or application of tariff requirements to currently untariffed services could affect the sales of our products for certain classes of customers.

On the other hand, few laws or regulations currently apply directly to access of or commerce on the Internet. The growth of the technology and technology-related industries is closely tied to the growth of Internet use and new regulations governing the Internet and Internet commerce could have an adverse effect on our business, operating results and financial condition following a business combination. New regulations governing the Internet and Internet commerce could include matters such as changes in encryption requirements, sales taxes on Internet product sales and access charges for Internet service providers.

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Risks Related to Operations in Israel

Acquisitions of companies with operations in Israel entail special considerations and risks. If we are successful in acquiring a target business with operations in Israel, we will be subject to, and possibly adversely affected by, the following risks:

If there are significant shifts in the political, economic or military conditions in Israel, it could have a material adverse effect on our profitability.

If we consummate a business combination with a target business in Israel, it will be directly influenced by the political, economic and military conditions affecting Israel at that time. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. A state of hostility, varying in degree and intensity, has caused security and economic problems in Israel. Since September 2000, there has been a marked increase in violence, civil unrest and hostility, including armed clashes, between the State of Israel and the Palestinians, primarily but not exclusively in the West Bank and Gaza Strip, and negotiations between the State of Israel and Palestinian representatives have effectively ceased. The election of representatives of the Hamas movement to a majority of seats in the Palestinian Legislative Council in January 2006 created additional unrest and uncertainty. In July and August of 2006, Israel was involved in a full-scale armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party, in southern Lebanon, which involved missile strikes against civilian targets in northern Israel that resulted in economic losses. On August 14, 2006, a ceasefire was declared relating to that armed conflict. Continued hostilities between Israel and its neighbors and any failure to settle the conflict could have a material adverse effect on the target business and its results of operations and financial condition. Further deterioration of the situation might require more widespread military reserve service by some of the target business’s Israeli employees and might result in a significant downturn in the economic or financial condition of Israel. Israel is also a party to certain trade agreements with other countries, and material changes to these agreements could have an adverse effect on our business. Furthermore, several Arab countries still restrict business with Israeli companies. The operations of the target business in Israel could be adversely affected by restrictive laws or policies directed towards Israel and Israeli businesses.

In addition, the target business’s insurance may not cover losses that may occur as a result of events associated with the security situation in the Middle East. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, there is no assurance that such government coverage will be maintained. Any of these factors could have a material adverse effect on the target business and on our results of operations and financial condition following a business combination with the target business.

Our operations could be disrupted as a result of the obligation of personnel to perform military service.

Generally, all nonexempt male adult citizens and permanent residents of Israel, including one of our officers and directors, are obligated to perform military reserve duty annually for extended periods of time through the age of 45 (or older for citizens with certain occupations), and are subject to being called to active duty at any time under emergency circumstances. Executive officers or key employees of a target business may also reside in Israel and be required to perform similar annual military reserve duty. In response to increases in terrorist activity and the recent armed conflict with Hezbollah, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future. Our and the target business’s operations could be disrupted by the absence for a significant period of one or more of these directors, officers or key employees due to military service. Any such disruption could adversely affect our operations and profitability.

Because a substantial portion of many Israeli companies’ revenues is generated in dollars and euros, while a significant portion of their expenses is incurred in Israeli currency, the revenues of a target business may be reduced due to inflation in Israel and currency exchange rate fluctuations.

A substantial portion of many Israeli companies’ revenues is generated in dollars and euros, while a significant portion of their expenses, principally salaries and related personnel expenses, are paid in Israeli currency. As a result, a target business will likely be exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation of Israeli currency in relation to the dollar or the euro, or that the timing of this devaluation will lag behind inflation in Israel. Because inflation has the effect of increasing the dollar and euro costs of an Israeli company’s operations, it would therefore have an adverse effect on our dollar-measured results of operations following a business combination.

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The termination or reduction of tax and other incentives that the Israeli government provides to qualified domestic companies may increase the costs involved in operating a company in Israel.

The Israeli government currently provides tax and capital investment incentives to qualified domestic companies. The availability of these tax benefits, however, is subject to certain requirements, including, among other things, making specified investments in fixed assets and equipment, financing a percentage of those investments with capital contributions by the entity receiving the tax benefits, compliance with a marketing program submitted to the Investment Center of Israel’s Ministry of Industry, Trade and Labor, filing of certain reports with the Investment Center and compliance with Israeli intellectual property laws. Additionally, the Israeli government currently provides grant and loan programs relating to research and development, marketing and export activities. In recent years, the Israeli government has reduced the benefits available under these programs and Israeli governmental authorities have indicated that the government may in the future further reduce or eliminate the benefits of those programs. We cannot assure you that such benefits and programs would continue to be available to the target business following a business combination, or if available, to what extent. If such benefits and programs were terminated or further reduced, it could have an adverse effect on our results of operations following a business combination or make a specific business combination less attractive. Without limiting the foregoing, if the foregoing tax benefits were terminated or reduced, the amount of taxes payable by the target business would likely increase, which could adversely affect our results of operations.

Any Israeli government grants received by the target business for research and development expenditures limit the ability of the target business to manufacture products and transfer know-how outside of Israel. In addition, our acquisition of the target business may be subject to the approval of certain Israeli governmental entities.

The target business we may acquire may be receiving, or may receive following the business combination, grants from the government of Israel through the Office of the Chief Scientist of Israel’s Ministry of Industry, Trade and Labor for the financing of a portion of its research and development expenditures in Israel. Upon our acquisition of such entity, the Office of Chief Scientist will determine whether the entity will be eligible to continue receiving grants following the business combination. When know-how or products are developed using Chief Scientist grants, the terms of these grants limit the transfer of the know-how out of Israel and the ability of the entity receiving such grants to manufacture products based on this know-how outside of Israel without the prior approval of the Office of the Chief Scientist. Any approval, if given, may be subject to additional obligations or limitations. If the target business fails to comply with the conditions imposed by the Office of the Chief Scientist, including the payment of royalties with respect to grants received, it may be required to refund any payments previously received, together with interest and penalties. The difficulties in obtaining the approval of the Office of the Chief Scientist for the transfer of manufacturing rights out of Israel could have a material adverse effect on strategic alliances or other transactions that we may wish the target business to enter into in the future that provide for such a transfer. In addition, our acquisition of a target business that shall have received, prior to such acquisition, any tax benefits from the Investment Center and/or research and development grants from the Office of the Chief Scientist, may be subject to the approval of such entities, which approval may be subject to, among other things, an undertaking to observe the law governing the grant programs of the Office of the Chief Scientist.

The anti-takeover effects of Israeli laws may delay or deter a change of control of the target business.

Under the Israeli Companies Law—1999, referred to as the Companies Law, a merger is generally required to be approved by the board of directors and, unless certain requirements described under the Companies Law are met, the shareholders of each of the merging companies. If the share capital of the company that will not be the surviving company is divided into different classes of shares, the approval of each class is also required. A court may disapprove or delay the consummation of a merger if it determines that there is a reasonable concern that the surviving company will be unable to satisfy the obligations of the company not surviving the merger. In addition, a merger may not be completed unless at least 50 days shall have passed from the date that a proposal for approval of the merger was filed by each merging company with the Israeli Registrar of Companies and 30 days have elapsed since shareholder approval of both merging companies was obtained.

The Israeli Companies Law provides that an acquisition of shares in an Israeli public company must be made by means of a special tender offer, if as a result of the acquisition, the purchaser would become a holder of 25% or more of the voting power at general meetings, and no other shareholder owns a 25% stake in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if, as a result of the acquisition, the purchaser would become a holder of 45% or more of the voting power at general meetings, unless someone else already holds 45% of the voting power. An acquisition from

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a 25% or 45% holder, which turns the purchaser into a 25% or 45% holder, respectively, does not require a tender offer. An exception to the tender offer requirement may also apply when the additional voting power is obtained by means of a private placement approved by the general meeting of shareholders (which approval shall also refer to the purchaser becoming a holder of 25% or 45%, as the case may be, of the voting power in the subject company). These rules also do not apply if the acquisition is made by way of a merger.

The Companies Law also provides specific rules and procedures for the acquisition of shares held by minority shareholders, if the majority shareholder shall hold more than 90% of the outstanding shares. Such acquisition shall be made through a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. If the dissenting and non-responsive shareholders hold more than 5% of the issued and outstanding share capital of the company, the acquirer may not acquire additional shares of the company from shareholders who accepted the tender offer if following such acquisition the acquirer would then own over 90% of the company’s issued and outstanding share capital.

These laws may have the effect of delaying or deterring a change in control of an Israeli company, and should we desire to acquire control of a target business that is an Israeli company we may encounter difficulties achieving such control.

We may be deemed to be effectively managed and controlled from Israel, and thus be treated as an Israeli entity for tax purposes.

Although we were formed under Delaware law and are a U.S. corporation, our directors and officers are all Israeli residents, and shall be managing our affairs from Israel. Additionally, as we will be searching for a target business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination, most of our activities shall be in Israel. Therefore, we may be deemed to be effectively managed and controlled from Israel, and thus be treated as an Israeli entity for tax purposes, in which case we will be taxed according to Israeli law.

Risks Relating to Enforcement of Legal Process

Third parties are likely to have difficulty in enforcing judgments obtained in the United States against us, our officers or our directors.

We, as well as each of our officers and directors, have appointed Corporation Service Company as our agent to receive service of process in any action against us in the United States.

After the consummation of a business combination, it is possible that substantially all of our assets will be located outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights against us or to enforce judgments of United States courts given that substantially all of our assets may be located outside of the United States.

Each of our directors and officers resides outside the United States. Each of our officers or directors has consented to service of process in the State of New York and to the jurisdiction of the courts of the State of New York or of the United States of America for the Southern District of New York.

However, since most of our and such persons’ assets are outside the United States, any judgment obtained in the United States against us or such persons may not be collectible within the United States. Furthermore, there is substantial doubt as to the enforceability of civil liabilities under the Securities Act or the Exchange Act in original actions instituted in Israel, and the enforceability of a judgment obtained in the United States against us or our officers and directors may be difficult.

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USE OF PROCEEDS

We estimate that the net proceeds of this offering will be used as set forth in the following table:

——————

(1)

There is no placement fee paid or payable by us in connection with the sale of the founder warrants. Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants. See “Certain Relationships and Related Transactions—Relationships Between and Among Our Existing Shareholders and the Underwriters.”

(2)

M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an aggregate of $219,000 for the payment of a portion of the offering expenses and have incurred an additional $120,930 of liabilities relating to this offering. These non-interest bearing loans will be payable on the earlier of September 14, 2007 and the consummation of this offering, unless we decide to defer repayment based on our expected cash flow needs, in which case repayment may be deferred for up to 12 months.

(3)

The underwriters have agreed to defer this amount until the consummation of our initial business combination. Upon the consummation of our initial business combination, we will pay such deferred fees (less $0.30 for each share of common stock converted to cash in connection with our initial business combination) to the underwriters out of the proceeds of this offering held in a trust account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company acting as trustee.

(4)

$380,000 of the proceeds of this offering will be held outside of the trust account and available to us to fund our working capital requirements. In addition, one-half of the interest earned on the trust account, net of taxes payable on such interest, will be released to us to cover our working capital requirements, up to a maximum of $2.0 million.

33

We intend to use the proceeds from the sale of the units and the founder warrants to acquire a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination.

Of the net proceeds we receive from our unit offering and the private placement of the founder warrants, $144,125,000 of the net proceeds we receive from this offering, plus the additional $3,625,000 we will receive from the sale of founder warrants taking place simultaneously with the consummation of this offering, totaling $147,750,000 ($7.88 per unit sold to the public in this offering) will be deposited into a trust account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company acting as trustee. The proceeds will not be released from the trust account until the earlier of the completion of a business combination or our liquidation. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete a business combination. Additionally, although we have no present intention to do so, it is possible that we will in the future find it necessary or desirable to use a portion of the funds in the trust account to make a down payment or deposit or fund a lock-up or “no-shop” provision, with respect to a potential business combination. If so, any such amount would be based on the terms of the specific transaction and the amount of available funds at the time. If we use a significant portion of our funds for such a purpose and we are required to forfeit such funds (whether as a result of our breach of the agreement relating to the original payment or otherwise), we could, if such payment was large enough and we had already used some or all of the funds allocated to due diligence and related expenses in connection with the aborted transaction, be left with insufficient funds to continue searching for, or to conduct due diligence with respect to, other potential target businesses. In that event, we may be required to liquidate before the completion of a business combination.

Additionally, the proceeds held in the trust account will be used to pay the underwriters a deferred fee equal to 3.75% of the gross proceeds of the unit offering, or $5,625,000 less $0.30 for each share of common stock converted to cash in connection with our initial business combination, upon the consummation of our initial business combination; this portion of the proceeds held in the trust account will not be available for our use to acquire an operating business. We may use all of the remaining net proceeds of this offering held in the trust account to acquire an operating business. However, we may choose not to use all of the remaining proceeds in the trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds in the trust account or because we finance a portion of the consideration with our capital stock, debt securities or bank financing. In that event, the proceeds held in the trust account, as well as any other net proceeds not expended, may be used to finance the operations of the target business, which may include subsequent acquisitions.

We believe that prior to the consummation of a business combination, the $380,000 of proceeds initially held outside of the trust account, as well as one half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, will be sufficient to cover our operating expenses for the next 24 months and to cover the expenses incurred in connection with a business combination. Assuming that a business combination is not consummated during that time, we anticipate making the following expenditures during this time period:

·

approximately $1,380,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, including without limitation third party fees for assisting us in performing due diligence investigations of perspective target businesses;

·

approximately $300,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

·

approximately $240,000 of expenses in fees relating to our office space and certain general and administrative services;

·

approximately $460,000 for general working capital that will be used for miscellaneous expenses, including reimbursement of any out-of-pocket expenses incurred by our existing stockholders, directors and officers in connection with activities on our behalf, of which approximately $400,000 is for director and officer liability and other insurance premiums; and

·

if we must dissolve and liquidate, $50,000 to $75,000 for dissolution and liquidation costs.

These amounts are based on management’s estimate of the amount needed to fund our operations for the next 24 months and to consummate a business combination. This estimate may prove inaccurate, especially if a portion of

34

the available funds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination or if we expend a significant portion of the available funds in pursuit of a business combination that is not consummated. Our assumptions about the interest earned on the funds in the trust account are based in part on the Federal Reserve Statistical Release dated April 30, 2007, which references historical interest rate data which appears on the Federal Reserve website. According to the Federal Reserve Statistical Release, U.S. Treasury Bills with four week, three month and six month maturities were yielding, as of the week ending April 27, 2007, 4.83%, 4.85% and 4.84%, respectively. While we cannot assure you the balance of the trust account will be invested to yield these rates, we believe such rates are representative of those we may receive on the balance of the trust account. If we do not have sufficient funds available to cover our expenses, we may be forced to obtain additional financing, either from our existing stockholders, directors and officers or third parties. We may not be able to obtain additional financing and our existing stockholders, directors and officers are not obligated to provide any additional financing. If we do not have sufficient funds and cannot find additional financing, we may be forced to liquidate prior to consummating a business combination. If we choose to obtain additional financing in order to fund due diligence and other expenses associated with locating a target business, and if such additional financing were in the form of a loan, such loan would be incurred by us.

We expect that due diligence of a prospective target business will be performed by some or all of our existing stockholders, directors and officers. None of our existing stockholders, directors or officers will receive any compensation for their due diligence efforts, other than reimbursement of any reasonable out-of-pocket expenses they may incur on our behalf while performing due diligence of a prospective target business; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. To date, our existing stockholders, directors and officers have not performed due diligence of any prospective target business. Any reimbursement of reasonable out-of-pocket expenses would occur at our discretion. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. In addition, we may opt to make a down payment or pay exclusivity or similar fees in connection with structuring and negotiating a business combination. We have not reserved any specific amounts for a down payment, exclusivity fees, finder’s fees or similar fees or compensation, each of which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf.

To the extent that 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 to finance the operations of the target business and to pay finders’ fees, if any.

In order to fund a business combination or any related due diligence, we may choose to seek loans from third parties for some or all of such costs or the consideration to be paid in such a transaction. These loans would be incurred by the Company. None of our initial stockholders would be personally liable for the repayment of such loans unless they specifically agreed to be so liable.

M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an aggregate of $219,000 for the payment of a portion of the offering expenses and have incurred an additional $120,930 of liabilities relating to this offering. These non-interest bearing loans will be payable on the earlier of September 14, 2007 and the consummation of this offering, unless we decide to defer repayment based on our expected cash flow needs, in which case repayment may be deferred for up to 12 months.

We have agreed to pay a monthly fee of $10,000 to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, for general and administrative services including office space, utilities and secretarial support. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul is at least as favorable as we could have obtained from an unaffiliated third party.

The net proceeds of this offering that are not immediately required for the purposes set forth above will be invested only in U.S. “government securities,” defined as any Treasury Bill issued by the United States government having a maturity of 180 days or less, or any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund and bears the highest credit rating issued by a United States nationally recognized rating agency. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the

35

Investment Company Act of 1940 so that we are not deemed to be an investment company under the Investment Company Act of 1940. The interest income earned on investment of the net proceeds not held in trust during this period, net of taxes payable on such interest, as well as one-half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, will be used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is completed.

Neither we nor any other person or entity will pay any of our existing stockholders, directors or officers 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 a business combination; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. However, our existing stockholders, directors and officers will receive reimbursement for any reasonable out-of-pocket expenses incurred by them in connection with our organization, this offering and activities on our behalf, such as participating in the offering process, identifying a potential target operating business and performing due diligence on a suitable business combination. We have not reserved any specific amount for such payments, which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. In addition, 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 for periods after a business combination.

In the event of our liquidation upon our failure to complete a business combination within 18 months after consummation of this offering (or within 24 months after the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the business combination relating thereto has not yet been consummated within such 18-month period), public stockholders will be entitled to receive the amount in our trust account, including the amount representing the deferred portion of the underwriters’ fee, plus any remaining net assets. Public stockholders voting against a business combination will also be entitled to convert their stock into a pro rata share (based on the number of units sold in this offering) of the amount held in the trust account, including the amount held in the trust account representing the deferred portion of the underwriters’ fee, but excluding the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, that will be released to us on a monthly basis to fund our working capital requirements, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, if the business combination is approved and consummated. In no other circumstances will a public stockholder have any right to or interest of any kind in the trust account.

In the event of our liquidation, as described above, our existing stockholders, directors and officers will be entitled to receive funds from the trust account solely with respect to any shares of common stock which they purchased in this offering or following the consummation of this offering.

36

CAPITALIZATION

The following table sets forth our capitalization at March 31, 2007 and the sale of our units and the founder warrants and the application of the estimated net proceeds derived from the sale of such securities and assuming the filing of our Amended and Restated Certificate of Incorporation:

——————

(1)

M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an aggregate of $219,000 for the payment of a portion of the offering expenses and have incurred an additional $120,930 of liabilities relating to this offering. These non-interest bearing loans will be payable on the earlier of September 14, 2007 and the consummation of this offering, unless we decide to defer repayment based on our expected cash flow needs, in which case repayment may be deferred for up to 12 months.

(2)

For purposes of presentation, this table assumes that we have converted the maximum of 7,499,999 shares to cash in connection with our initial business combination, reducing the underwriters’ fee by $0.30 per share, or approximately $2,250,000. If no shares were converted to cash in connection with our initial business combination, the underwriters’ fee payable would be $5,625,000.

(3)

Includes an aggregate of $3,625,000 payable simultaneously with the consummation of this offering by certain of our initial stockholders, for their purchase of an aggregate of 3,625,000 founder warrants at a purchase price of $1.00 per warrant from us. This purchase will take place on a private placement basis.

(4)

In all cases, assumes forfeiture of 1,562,500 shares of common stock by certain of our initial stockholders in certain circumstances, as more fully described in “Principal Stockholders.”

If we consummate a business combination, the conversion rights afforded to our public stockholders, other than our existing stockholders, directors and officers, may result in the conversion into cash of up to approximately 39.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the amount in the trust account, but excluding the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, that will be released to us on a monthly basis to fund our working capital requirements, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, as of two business days prior to the consummation of the business combination, divided by the number of units sold in this offering.

37

DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock that may be converted into cash), by the number of outstanding shares of our common stock.

At March 31, 2007, our net tangible book value was $13,750, or approximately $0.00 per share of common stock. After giving effect to the sale of 18,750,000 shares of common stock included in the units, and the deduction of underwriting discounts and estimated expenses of this offering, our pro forma net tangible book value (as decreased by the value of 7,499,999 shares of common stock which may be converted into cash) at December 31, 2006 would have been $85,718,750 or $5.38 per share, representing an immediate increase in net tangible book value of $5.38 per share to the existing stockholders and an immediate dilution of $2.62 per share or 32.8% to new investors not exercising their conversion rights.

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

For purposes of presentation, our pro forma net tangible book value after this offering is approximately $59,100,000 less than it otherwise would have been because if we effect a business combination, the conversion rights afforded to the public stockholders may result in the conversion into cash of up to approximately 39.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust account as of the record date for the determination of stockholders entitled to vote on the business combination, inclusive of any after-tax interest, divided by the number of shares sold in this offering.

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

The pro forma net tangible book value after the offering is calculated as follows(2):

——————

(1)

After giving effect to the forfeiture of 1,562,500 shares of common stock by certain of our initial stockholders in certain circumstances, as more fully described in “Principal Stockholders.”

(2)

For purposes of presentation, this table assumes that we have converted the maximum of 7,499,999 shares to cash in connection with our initial business combination, reducing the underwriters’ fee by $0.30 per share, or approximately $2,250,000.

(3)

The $56,850,000 amount is net of $2,250,000 of underwriters’ fees that are contingent and only paid if no conversion is made.

38

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

We are a blank check company organized under the laws of the State of Delaware on August 24, 2006. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. To date, our efforts have been limited to organizational activities. We have neither engaged in any operations nor generated any revenues to date.

We intend to use cash derived from the proceeds of this offering and the sale of the founder warrants, our capital stock, debt or a combination of cash, capital stock and debt, to effect a business combination.

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

·

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

·

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;

·

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

·

may adversely affect prevailing market prices for our common stock and warrants.

Similarly, if we incur debt, it could:

·

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

·

cause an acceleration of our obligation to repay the debt, even if we make all principal and interest payments when due, if we breach the covenants contained in the terms of any debt;

·

require us to execute documents that contain covenants such as ones that require the maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;

·

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

·

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

·

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

·

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

·

limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our strategy, or other purposes; and

·

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

As indicated in the audit report accompanying our financial statements included herein, our financial statements have been prepared assuming we will continue as a going concern. We have a net loss, a working capital deficiency and no operations. This raises substantial doubt about our ability to continue as a going concern. The financial statements included in this prospectus do not include any adjustments that might result from the outcome of this uncertainty.

39

We estimate that the net proceeds from the sale of the units and the founder warrants in a private placement will be $142,555,000 (or $163,480,000 if the over-allotment option is exercised in full), after deducting offering expenses of approximately $620,000 and underwriting discounts of $10,500,000 (or $12,075,000 if the over-allotment option is exercised in full). However, the underwriters have agreed that 3.75% of the underwriting discount will not be payable unless and until we complete a business combination. Accordingly, $147,750,000 (or $169,518,750 if the over-allotment option is exercised in full), will be held in the trust account. We intend to use substantially all of the net proceeds of this offering, including the monies held in the trust fund (but excluding deferred underwriting discounts and commissions), to acquire a target business and to pay our expenses relating thereto.

The size of this offering and the amount to be placed in the trust account was based on the negotiation between the underwriters and our management and their respective analyses based on publicly available information and their respective experiences and expertise of the amount that could be raised for us and the likelihood of finding an Israeli or Israeli-related technology or technology-related acquisition candidate and other factors discussed under the caption “Underwriting—Pricing of Securities.”

Of the proceeds held in trust, an amount equal to 3.75% of the gross proceeds of the unit offering, or $5,625,000, less $0.30 for each share of common stock converted to cash in connection with our initial business combination, will be used to pay the underwriters a deferred fee upon the consummation of our initial business combination, and will not be available for our use to acquire an operating business. We may use all of the remaining net proceeds of this offering held in the trust account to pay the deferred underwriting fees to the underwriters and to acquire an operating business. However, it is possible that we may not use all of such amount in connection with a business combination, either because the consideration for the business combination is less than the proceeds in trust or because we finance a portion of the consideration with our capital stock, debt securities or other debt. In that event, the proceeds held in the trust account (excluding the amount held in the trust account representing the deferred portion of the underwriters’ fee), as well as any other net proceeds not expended, may be used to finance the operations of the target business, including subsequent acquisitions.

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 to finance the operations of the target business and to pay finders’ fees, if any.

We believe that prior to the consummation of a business combination, the $380,000 of proceeds initially held outside of the trust account, as well as one half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, will be sufficient to cover our operating expenses for the next 24 months and to cover the expenses incurred in connection with a business combination. Assuming that a business combination is not consummated during that time, we anticipate making the following expenditures during this time period:

·

approximately $1,380,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, including without limitation third party fees for assisting us in performing due diligence investigations of perspective target businesses;

·

approximately $300,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

·

approximately $240,000 of expenses in fees relating to our office space and certain general and administrative services;

·

approximately $460,000 for general working capital that will be used for miscellaneous expenses, including reimbursement of any out-of-pocket expenses incurred by our existing stockholders, directors and officers in connection with activities on our behalf, of which approximately $400,000 is for director and officer liability and other insurance premiums; and

·

if we must dissolve and liquidate, $50,000 to $75,000 for dissolution and liquidation costs.

We do not believe we will need additional financing following this offering in order to meet the expenditures required for operating our business. However, we may need to obtain additional financing to the extent such financing is required to consummate a business combination, in which case we may issue additional securities or incur debt in connection with such business combination, although we have not entered into any such arrangement and have no current intention of doing so.

40

In addition, if we acquire a company in Israel, we may be subject to existing or future rules and regulations on currency conversion. In 1998, the Israeli currency control regulations were liberalized significantly, and there are currently no currency controls in place. However, legislation remains in effect pursuant to which such currency controls could be imposed in Israel by administrative action at any time. If such controls were reinstated, it could adversely affect our ability to effectively utilize our cash flow.

M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an aggregate of $219,000 the payment of a portion of the offering expenses and have incurred an additional $120,930 of liabilities relating to this offering. These non-interest bearing loans will be payable on the earlier of September 14, 2007 and the consummation of this offering, unless we decide to defer repayment based on our expected cash flow needs, in which case repayment may be deferred for up to 12 months.

We are obligated, commencing on the date of this prospectus, to pay to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, a monthly fee of $10,000 for general and administrative services including office space, utilities and secretarial support. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul is at least as favorable as we could have obtained from an unaffiliated third party.

We have agreed to sell to two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., for $100, an option to purchase up to a total of 1,125,000 units, consisting of one share of common stock and one warrant, at $8.80 per unit, commencing on the later of the consummation of the business combination and one year after the date of this prospectus and expiring five years after the date of this prospectus. The warrants underlying the units will have terms that are identical to those being issued in this offering, except that the warrants underlying such units will expire five years from the date of this prospectus. The sale of the option will be accounted for as a cost attributable to the offering. Accordingly, there will be no impact on our financial position or results of operations, except for the recording of the $100 proceeds from the sale. We estimate that the fair value of this option is approximately $4,171,000 ($3.70 per unit) using a Black-Scholes option-pricing model. The fair value of the option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 50.3%, (2) risk-free interest rate of 4.43% and (3) expected life of five years. The expected volatility in the preceding sentence was calculated as an average of the volatilities of publicly-traded technology companies in the United States, with a market capitalization between $150 million and $400 million, as of March 15, 2007, which are Israeli or Israel-related. In calculating volatility for the representative companies, we used daily historical volatilities for the period of time equal in length to the term of the option (five years). Although an expected life of five years was used in the calculation, if we do not consummate a business combination within the specified period, the option will become worthless.

Certain of our initial stockholders have committed to purchase an aggregate of 3,625,000 founder warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of $3,625,000) from us. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. The purchase of the founder warrants as well as the sale and transfer restriction on the founder warrants is designed to ensure that the purchasers of the founder warrants acquire them at market value. Therefore, we intend to treat the $3,625,000 amount to be paid for the founder warrants as paid-in capital. Neither we nor the underwriters will incur and/or receive any fees, charges or compensation related to the founder warrants. Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants.  Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. The initial stockholders will not be required to pay interest on the loans, unless they default on the loan, which would occur if the initial stockholders fail to make required payments or become insolvent. Under the terms of the note, within five business days after the completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and I-Bankers Securities, Inc. The initial stockholders will fund the remainder of the purchase price ($3,125,000) by using their own funds.

41

PROPOSED BUSINESS

Introduction

We are a blank check company, incorporated in the State of Delaware on August 24, 2006, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination.

Over the course of the past decade, Israel has emerged as a favorable environment for technology and technology-related companies. Based on information publicly available from the Israel Venture Capital (IRC) Research Center, the Israel Venture Association (IVA) and the Government of Israel’s Ministry of Industry, Trade and Labor, we believe that Israel represents an attractive environment for a target business for several reasons, including:

·

Israel’s Central Bureau of Statistics reported that Israel’s Gross Domestic Product grew by 4.9% in 2005 and by 5.9% in the first six months of 2006 (on an annualized basis), ranking it as one of the fastest growing economies in the Western world;

·

Israel’s Central Bank reported that foreign investments in Israel have risen consecutively in the last three years, reaching $9.7 billion in 2005, a 67% rise from 2004, and a record $11.9 billion in the first six months of 2006;

·

According to the Israeli Ministry of Industry, Trade and Labor, Israeli companies are offered favorable tax incentives and government funding plans;

·

According to the Israeli Ministry of Industry, Trade and Labor, Israel offers the modern infrastructure, protection and services required for businesses to compete effectively including protection of trademarks and patents, a transparent financial and legal system and sophisticated capital markets that allow companies to simultaneously list their securities on Israeli and foreign exchanges;

·

Fitch and other rating agencies have maintained Israel’s credit rating at “A-”, noting the rapid growth of the Israeli economy, Israel’s low government deficit and a decrease in the Israeli government’s debt level as positive factors in the country’s risk profile;

·

According to the Israeli Ministry of Foreign Affairs, Israeli universities and research institutions have produced significant research and innovations and, due to their outstanding reputation, have attracted prominent scientists, researchers, and professors from outside of Israel;

•

According to the Israeli Ministry of Finance, Israel has one of the highest per-capita ratios of engineers in the world;

·

According to the Consulate General of Israel, Israel has more startup companies, in absolute terms, than any other country in the world other than the United States;

·

Israeli-based technology companies rank as the most listed non-U.S. based technology companies on the Nasdaq Stock Market, according to the Nasdaq Stock Market, and also rank highly in the number of listed technology companies on many European stock exchanges; and

·

In 2005, the Israeli Government continued its policy of accelerated privatization and has pledged to maintain this policy in 2006.

To amplify on these reasons, it is worth noting that Israel offers:

·

A highly educated and trained work force: Israeli companies have access to a large pool of software and hardware engineers, a majority of whom were trained in Israel Defense Forces’ elite technology units or in the former Soviet Union. In addition, due mainly to the highly talented and technically educated workforce, many global technology companies have established research and development facilities in Israel, including: Microsoft, Intel, Hewlett Packard, IBM, Motorola, 3Com, Lucent, Cisco, Applied Materials, AOL, National Semiconductors and others. These global technology companies also serve as a source of seasoned managers and entrepreneurs for emerging growth companies.

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·

Commercialization and adaptation of defense technologies: Cutting-edge technologies are being developed in Israel for use by the Israeli defense forces. Israeli technology companies have successfully converted and adapted defense technologies to civilian applications. This is due in part to the highly trained engineers and technicians who enter the private sector after having completed their military service and contribute to the advancement of Israeli technology companies.

·

Government incentives: In order to boost investment in the technology sector, the Israeli government initiated various incentives to both the investment community and to technology companies. Various tax breaks and grants from the Office of the Chief Scientist are provided to emerging growth companies. These initiatives led to tremendous growth in the technology industry during the past decade.

Additionally, according to the Israel Venture Capital Research Center, since 1999, $11 billion in venture capital has been invested in Israel’s technology industry, which funded more than 1,500 technology companies.

We believe that this high degree of venture capital being invested in Israel, when compared to other countries, makes Israel a favorable environment for making acquisitions, as there should be a greater number of prospective target businesses searching for a way to provide their investors with a return on their investment, or a liquidity event. Typical liquidity events include an initial public offering, a sale or merger, or the payment of a dividend.

We will not enter into a business combination unless the target company already has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business until such time as a business combination is consummated, if ever. We intend to use cash derived from the proceeds of this offering and the sale of the founder warrants simultaneously with the closing of this offering, and issuances of our capital stock, debt or any combination thereof to effect a business combination. Although substantially all of the net proceeds of this offering (excluding the amount held in the trust account representing the deferred portion of the underwriters’ fees) are intended to be generally applied toward effecting a business combination as described in this prospectus, the proceeds are not otherwise designated for any more specific purpose. Accordingly, investors in this offering will invest in us without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations we may ultimately undertake. A business combination may involve the acquisition of, or merger with, an operating business that does not need substantial additional capital but 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 consequences include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, a business combination may involve a company that may be financially unstable or may possess weak management, but, in our belief, possesses long-term growth potential. While we may seek to effect 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 neither selected nor approached any target businesses

Our officers, directors, initial stockholders and other affiliates have not engaged in discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with us, nor have we, nor any of our agents of affiliates, been approached by any candidates (or representatives of any candidates) with respect to a possible acquisition transaction with our company. We have also not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate. Moreover, we have not engaged or retained any agent or other representative to identify or locate such an acquisition candidate on our behalf. We have also not conducted any research with respect to identifying the number and characteristics of the potential acquisition candidates. As a result, we cannot assure you that we will be able to locate a target business or that we will be able to engage in a business combination with a target business on favorable terms.

Subject to the requirements that a target business (a) have operations or facilities located in Israel, or intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices,

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following our initial business combination, (b) be in a technology or technology-related industry and (c) have a fair market value of at least 80% of our net assets (excluding deferred underwriting fees) at the time of the acquisition, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. We have not conducted any research with respect to identifying potential acquisition candidates for our company, or with respect to determining the likelihood or probability of whether or not we will be able to locate and complete a business combination. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the particular 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 have not yet identified any potential acquisition candidates. Following the consummation of this offering, we expect to generate a list of potential target opportunities from a host of different sources. The candidates comprising the list of potential business combinations will be examined through analysis of available information and general due diligence. We will then narrow our search for potential target opportunities through this due diligence process, focusing on what we determine are the most promising businesses for us to target.

Our management team has extensive experience in the technology and technology-related industries, and has the experience and skills necessary to identify, acquire and assist the appropriate target business or businesses. Furthermore, through their considerable experience in technology and technology-related businesses, our management team has acquired extensive contacts and sources from which to generate acquisition opportunities. These contacts and sources include private equity and venture capital funds, public and private companies, business brokers, investment bankers, attorneys and accountants.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis since many of these sources will have read this prospectus and know what types of business we are targeting. Our initial stockholders, our officers and directors, and their affiliates may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder’s fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our initial stockholders, our officers and directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for services they render in order to effectuate, the consummation of a business combination; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination.

Selection of a target business and structuring of a business combination

Subject to the requirements that a target business (a) have operations or facilities located in Israel, or intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination, (b) be in a technology or technology-related industry and (c) have a fair market value of at least 80% of our net assets (excluding deferred underwriting fees) at the time of the acquisition, as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting 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 team will likely consider one or more of the following factors:

·

financial condition and results of operations (including whether a business could be improved with new management and changes to operational and capital strategies);

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·

both long-term and short-term growth potential (including the degree to which opportunities for growth exist through internal expansion, industry consolidation, globalization or innovative business strategies);

·

experience and skill of the target’s management and availability of additional personnel;

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competitive position (including strength of brands, if any, customer loyalty and product quality relative to its competitors);

·

regulatory or technical barriers to entry, and their potential effect on the long-term competitive environment of the target business;

·

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

·

capital requirements (including required working capital and capital expenditures, and their effect on the company’s cash flows);

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earnings and operating margins;

·

nature of the customers and contracts;

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stability and continuity in customer relationships;

·

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

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

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regulatory environment of the relevant industry sector; and

·

costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination with an operating business will be based on the above factors as well as other considerations deemed relevant by our management team in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we intend to conduct an extensive due diligence review of the target business that will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information that will be 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 such third parties. We will also seek 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. If any prospective target business refuses to execute such agreement, it is unlikely we would continue negotiations with such target business. However, we would weigh the risks of potential liability and amount of exposure to the trust fund against the attractiveness of the particular business opportunity in making any such decision.

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

The time and costs required to select and evaluate 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. We will not pay any finder’s or consulting fees to our existing stockholders, directors or officers or special advisors, or any of their respective affiliates, for services rendered in connection with a business combination; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. However, our existing stockholders, directors and officers will receive reimbursement for any reasonable out-of-pocket expenses incurred by them in connection with activities on our behalf.

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Fair market value of target business

The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets (excluding deferred underwriting fees) at the time of such acquisition. In the event that we decide to acquire less than all of a target company, the 80% of net assets test described in the preceding sentence will be measured against the value of the portion of the target business that we are acquiring. The fair market value of such business will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If our board is not able to independently determine that the target business has a sufficient fair market value or if a conflict of interest exists with respect to such determination—which is likely to occur only in those situations in which the target business is outside the scope of the expertise of our officers or in those situations in which the proposed business combination was with an entity which is affiliated with any of our initial stockholders—we will obtain an opinion from an unaffiliated, independent financial services firm with respect to the satisfaction of such criteria. Any opinion, if obtained, would state that fair market value meets the 80% of net assets threshold. A copy of such opinion would be included in the proxy statement distributed to our stockholders. 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. Regardless of whether or not an opinion from an unaffiliated, independent financial services firm has been obtained, the board of directors will indicate, in the proxy statement distributed to our stockholders in connection with a proposed business combination, what the board determined the fair market value of the target business to be.

Probable lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business which satisfies the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, initially, it is probable that we will have the ability to effect only a single business combination. Accordingly, 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:

·

will result in our dependency upon the performance of a single operating business;

·

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

·

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

Limited ability to evaluate the target business’ management

Although we intend to closely scrutinize the management of prospective target businesses when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the target business’ management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, although our directors and officers intend to remain associated with us after the consummation of our initial business combination, the future role, if any, of our directors and officers in the target business cannot presently be stated with any certainty since we cannot predict the structure of the business combination or the operations of the target company we will pursue. Although we expect one or more members of our management to serve on our board of directors following a business combination, subject to continued election by the stockholders, it is unlikely that any of our officers or directors will devote their full efforts to our affairs subsequent to a business combination. We may request continued representation of our management on the board of directors in our negotiation with a target company. We will consider a target company’s response to this request in determining whether the acquisition is in

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the best interest of our shareholders. Moreover, we cannot assure you that our directors and officers will have significant experience or knowledge relating to the operations of the particular target business acquired. For example, if we were to acquire a target business with diverse operations or a division of a company that has a specialized operation, we may have to hire additional management personnel for our post-business combination operations.

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 additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management of the target business.

Opportunity for stockholder approval of a business combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the structure of the business combination is such that it would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among other matters, will include a description of the operations of the target business and certain required financial information regarding the target business.

In connection with any vote required for our initial business combination, all of our existing stockholders, directors and officers, have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchased in or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. As a result, our existing stockholders, directors and officers will not have any conversion rights attributable to their shares in the event that a business combination transaction is approved by a majority of our public stockholders. We will proceed with the initial business combination only if both 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 exercise their conversion rights. As a result of the foregoing, stockholders who do not cast a vote will not have any effect on whether or not the proposed business combination is approved. Additionally, it is our current intention to provide stockholders with at least 20 business days from the date on which the proxy statement relating to a proposed business combination is mailed to review the materials and to cast their vote.

Our threshold for conversion rights has been established at 40% 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, other than our existing stockholders, directors and officers, the right to have such stockholder’s shares of common stock converted into cash if the stockholder votes against the business combination and the business combination is approved and completed. Our existing stockholders, directors and officers will not have this right with respect to the shares owned by them, because they have agreed to vote their shares of common stock in accordance with the majority of the shares of common stock voted by the public stockholders. The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account, including the amount held in the trust account representing the deferred portion of the underwriters’ fee, but excluding the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, that will be released to us on a monthly basis to fund our working capital requirements, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, as of two business days prior to the consummation of the business combination, divided by the number of units sold in this offering. Without taking into account any interest earned on the trust account, the initial per-share conversion price would be approximately $7.88, or $0.12 less than the per-unit offering price of $8.00. There may be a disincentive for public stockholders to exercise their conversion rights due to the fact that the amount available to such stockholders is likely to be less than the purchase price paid for the unit in the offering. Voting against the business combination alone will not result in an election to exercise a stockholder’s conversion

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rights. A stockholder must also affirmatively exercise such conversion rights at or prior to the time the business combination is voted upon by the stockholders.

An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and at or 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 consummated. Any request for conversion, once made, may be withdrawn at any time prior to or at such meeting. If a public stockholder votes against such proposed initial business combination and properly elects to convert its shares, then, if such proposed initial business combination is approved by a majority of the shares of common stock voted by the public stockholders and consummated, then each share held by such public stockholder shall, automatically and without any further action on the part of such public stockholder, simultaneously with the consummation of such initial business combination, be converted into the right to receive such pro rata share of the trust account in respect of each of such share. Effective upon the consummation of such initial business combination, each such share shall be canceled and cease to exist and such public stockholder shall thereafter cease to have any rights with respect to such shares, except the right to receive such pro rata share of the trust account in respect of each of such shares converted. Public stockholders who convert their stock into their share of the trust account retain their warrants.

We will require public stockholders to tender their certificates to our transfer agent at the meeting (or, at the election of a stockholder, prior to the meeting) or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System.  Stockholders must comply with the following steps. If the shares are held in street name, stockholders must instruct their account executive at the stockholders’ bank or broker to withdraw the shares from the stockholders’ account and request that a physical certificate be issued in the stockholders’ name. Our transfer agent will be available to assist with this process. No later than the day of the stockholder meeting, the written instructions stating that the stockholder wishes to convert his or her shares into a pro rata share of the trust account and confirming that the stockholder has held the shares since the record date and will continue to hold them through the stockholder meeting, unless such stockholder has elected to tender his or her certificates prior to the stockholder meeting. Certificates that have not been tendered in accordance with these procedures by the day of the stockholder meeting will not be converted into cash. In the event a stockholder tenders his or her shares and decides prior to the stockholder meeting that he or she does not want to convert his or her shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and our business combination is not completed, these shares will not be converted into cash and the physical certificates representing these shares will be returned to the stockholder.

In connection with a vote on our initial business combination, public stockholders may elect to vote a portion of their shares for and a portion of their shares against the initial business combination. If the initial business combination is approved and consummated, public stockholders who elected to convert the portion of their shares voted against the initial business combination will receive the conversion price with respect to those shares and may retain any other shares they own.

We expect the initial conversion price to be $7.88 per share. As this amount is lower than the $8.00 per unit offering price and it may be less than the market price of a share of our common stock on the date of conversion, there may be a disincentive to public stockholders to exercise their conversion rights.

We shall for all such tendered shares pay or cause the trust account to pay in accordance with the instructions in such letter of transmittal, the aggregate pro rata share of the trust account payable in respect of the shares so tendered and covered by such letter of transmittal (after giving effect to any required tax withholdings) to the person to whom payment thereof is directed in such letter of transmittal. However, we cannot assure you that such payment will be made in a timely manner. If payment is to be made to a person other than the registered holder under the certificates so tendered, we will only make such payment if the certificates so tendered shall be properly endorsed, or be accompanied by a properly endorsed stock transfer power, and otherwise in proper form to effect such transfer and that the person directing such payment shall:

·

pay any transfer or other taxes required by reason of payment to a person other than the registered holder under the certificate so tendered; or

·

establish to our satisfaction that such taxes have been paid or are not applicable.

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In the event stockholders do not approve the proposed initial business combination or a stockholder electing to convert its shares votes in favor of the proposed business combination, the relevant tendered shares will be returned promptly to tendering stockholders. If any certificate representing issued and outstanding shares shall have been lost, stolen or destroyed, we shall only make such payment if the person claiming such certificate to be lost, stolen or destroyed shall have delivered to us a duly executed and completed affidavit, in such form as shall have been reasonably prescribed by us, as to that fact and a bond in such sum as we may reasonably prescribe to protect us against any claim that may be made against us with respect to the certificate alleged to have been lost, stolen or destroyed.

We intend to distribute the funds to stockholders who elect conversion promptly after consummation of our initial business combination. Public stockholders eligible to convert their shares who fail to comply with the procedures above will not be eligible to receive their pro rata share of the funds held in the trust account. Delays in paying such funds may be caused by our inability to liquidate the funds held in the trust account in a timely manner. No interest shall accrue or be payable on such pro rata share of the trust account in respect of such shares for any period after the close of business on the second business day prior to the consummation of such initial business combination.

Of the net proceeds of the offering, $147,750,000 ($7.88 per unit sold to the public in this offering) will be deposited in the trust account and invested in U.S. government securities (as defined under the Investment Company Act of 1940). According to the Federal Reserve Statistical Release dated April 30, 2007, U.S. Treasury Bills with four week, three month and six month maturities were yielding, as of the week ending April 27, 2007, 4.83%, 4.85% and 4.84%, respectively. Upon exercise of their conversion rights, stockholders will receive a pro rata share of the proceeds in the trust account, and, depending on when a business combination is consummated, there may not be sufficient proceeds plus accrued interest income in the trust account for converting stockholders to receive the full amount of their original investment. If proceeds plus accrued interest in the trust account exceeds $150,000,000 ($8.00 per unit sold to the public) at the time of conversion, then converting stockholders will receive their original investment, plus a pro rata share of additional accrued interest. For example, over $7 million of interest would accrue on the trust account by the end of the first year based on current interest rates (over $8.0 million assuming the underwriters exercise their overallotment option). As a result, investors may receive the full amount of their original investment upon conversion. At any time beginning 180 days after the consummation of the initial business combination, we may cause the trust account to pay over to us any portion of the trust account then remaining in respect of shares so converted. After such payment, public stockholders holding shares so converted shall be entitled to look solely to us (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to the pro rata share of the trust account payable in respect of such shares.

We will not complete any proposed business combination for which our public stockholders owning 40% or more of the shares sold in this offering, other than our existing stockholders, directors and officers, both vote against a business combination and exercise their conversion rights. It is our understanding and intention, in every case, to structure and consummate a business combination in which public stockholders owning up to approximately 39.99% of the shares sold in the initial public offering will be able to convert their shares into cash. We view this threshold, which is set forth in our amended and restated certificate of incorporation, as an obligation to our stockholders, and neither we nor our board of directors will propose, or seek stockholder approval of, any increase or decrease of this threshold. Furthermore, we will not propose a business combination to our stockholders with a transaction-specific condition requiring stockholders owning up to a lower percentage than 39.99% of the shares sold in the initial public offering seek to exercise their conversion rights.

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 we may need to arrange for third party financing, if available.

Plan of dissolution and liquidation if no business combination

Pursuant to the terms of our amended and restated certificate of incorporation, if we do not complete a business combination within 18 months after the consummation of this offering, or within 24 months if the extension criteria

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described below have been satisfied, as part of any plan of dissolution and distribution in accordance with the applicable provisions of the Delaware General Corporation Law, we will dissolve and 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, including the amount representing the deferred portion of the underwriters’ fees, plus any remaining net assets. In the event we seek stockholder approval for a plan of dissolution and distribution and do not obtain such approval, we will nonetheless continue to pursue stockholder approval for our dissolution. Pursuant to the terms of our amended and restated certificate of incorporation, our board has agreed to dissolve after the expiry of those time periods (assuming that there has been no business combination consummated), and furthermore, our powers following the expiration of the permitted time periods for consummating a business combination will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation. The funds held in the trust account may not be distributed except upon our dissolution and, unless and until such approval is obtained from our stockholders, the funds held in the trust account will not be released. Consequently, holders of a majority of our outstanding stock must approve our dissolution in order to receive the funds held in the trust account and the funds will not be available for any other corporate purpose.

Upon the approval by our stockholders of our plan of dissolution and distribution, we will liquidate the trust account to our public stockholders. Our existing stockholders, directors and officers have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination, but only with respect to those shares of common stock owned by them prior to this offering; they will participate in any liquidation distribution with respect to any shares of common stock acquired in connection with or following this offering. There will be no distribution from the trust account with respect to the warrants and all rights with respect to the warrants will effectively terminate upon our liquidation.

Placing of funds in a trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, prospective acquisition targets and other entities with whom we engage in business enter into agreements with us waiving any right in or to any monies held in the trust account for the benefit of our public stockholders, we cannot assure you that they will execute such agreements, or even if they execute such agreements, that such waivers will be enforceable or they would otherwise be prevented from bringing claims against the trust account.

If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party refused to waive such claims. Examples of possible instances in which we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would enter into an agreement with a third party that did not execute a waiver only if management believed that such third party’s engagement would be significantly more beneficial to us than any alternative.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and not seek recourse against the trust account for any reason. Furthermore, creditors may seek to interfere with the distribution process under state or federal creditor and bankruptcy laws, which could delay the actual distribution of such funds or reduce the amount ultimately available for distribution to our public stockholders. If we are required to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in the trust account will 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.

Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders. As a result, the per-share liquidation price could be less than approximately $7.88, plus one-half of the interest earned on the trust account, net of taxes payable on such interest, for the relevant period, due to claims of creditors or other entities that exceed the funds made available to us to fund our working capital requirements.

If we are unable to complete a business combination, and are forced to liquidate and distribute the proceeds held in trust to our stockholders, certain of our executive officers – specifically, Moshe Bar-Niv, Shuki Gleitman and Liora Lev – have agreed, subject to the qualifications and exceptions stated below, that they will be personally

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liable, on a joint and several basis, to ensure that the proceeds in the trust fund are not reduced by claims made by (and only by) a vendor or service provider for services rendered, or products sold, to us, or by a prospective acquisition target (each, a “Guaranteed Creditor”). However, neither Moshe Bar-Niv, Shuki Gleitman and Liora Lev will have any personal liability as to (i) any claimed amounts owed to a Guaranteed Creditor who executed a agreement waiving any right, title, claim or interest of any kind in and to all monies held in the trust, or (ii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. They will not be personally liable to pay any of our debts and obligations except as described above. We cannot assure you that Messrs. Bar-Niv and Gleitman and Ms. Lev have sufficient funds to satisfy these indemnification obligations or that the proceeds in the trust account will not be reduced by such claims. The indemnification provision described above is set forth in certain of the insider letter agreements, dated February 16, 2007, which are exhibits to the registration statement of which this prospectus forms a part.

If a valid claim against us is brought, it will first be satisfied out of our assets held outside of the trust account. If the assets held outside of the trust account are not sufficient to satisfy such claim, then we will seek indemnification from certain of our initial stockholders, as described in the preceding paragraph. However, it should be noted that those stockholders have agreed to indemnify us only for certain claims (as more fully described above).

If we enter into either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to the expiration of 18 months after the consummation of this offering, but are unable to complete the business combination within the 18-month period, then we will have an additional six months in which to complete the business combination contemplated by the letter of intent, agreement in principle or definitive agreement. If we are unable to do so by the expiration of the 24-month period from the consummation of this offering, we will then liquidate. Upon notice from us, the trustee of the trust account will commence liquidating the investments constituting the trust account and will turn over the proceeds to our transfer agent for distribution to our public stockholders as part of our plan of dissolution and distribution. We will promptly instruct the trustee to commence liquidating the investments constituting the trust account after the expiration of the applicable 18-month or 24-month period and upon the approval by our stockholders of our plan of dissolution and distribution.

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. Although we will make liquidating distributions to our stockholders as soon as reasonably possible as part of our plan of dissolution, 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 in a dissolution and any liability of our stockholders may extend beyond the third anniversary of such dissolution. Because we will not be complying with Section 280, we will seek stockholder approval to comply with Section 281(b) of the Delaware General Corporation Law, requiring us to adopt a plan of dissolution that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as accountants, lawyers, investment bankers, etc.) or potential target businesses. As described above, we intend 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. However, we cannot assure you that they will execute such agreements, or even if they execute such agreements, that such waivers will be enforceable or they would otherwise be prevented from bringing claims against the trust account.

We expect that all costs associated with the implementation and completion of our dissolution and distribution, which we currently estimate to be approximately $50,000 to $75,000, will be funded by any funds not held in our trust account, although we cannot assure you that there will be sufficient funds for such purpose.

We currently believe that any plan of dissolution and distribution subsequent to the expiration of the 18 and 24 month deadlines would proceed in the following manner:

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

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upon such deadline, we would file the preliminary proxy statement with the Securities and Exchange Commission;

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if the Securities and Exchange Commission does not review the preliminary proxy statement, then 10 days following the passing of such deadline, we will mail the proxy statements to our stockholders, and 30 days following the passing of such deadline we will convene a meeting of our stockholders at which they will either approve or reject our plan of dissolution and distribution; and

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if the Securities and Exchange Commission does review the preliminary proxy statement, we currently estimate that we will receive their comments 30 days following the passing of such deadline. We will mail the proxy statements to our stockholders following the conclusion of the comment and review process (the length of which we cannot predict with any certainty), and we will convene a meeting of our stockholders at which they will either approve of reject our plan of dissolution and distribution.

In the event we seek stockholder approval for a plan of dissolution and distribution and do not obtain such approval, we will nonetheless continue to pursue stockholder approval for our dissolution. Pursuant to the terms of our amended and restated certificate of incorporation, our powers following the expiration of the permitted time periods for consummating a business combination will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation. Other than in the event of a public stockholder seeking to convert its shares into cash upon a business combination that such stockholder voted against and that is actually completed by us, the funds held in our trust account may not be distributed except upon our dissolution and, unless and until such approval is obtained from our stockholders, the funds held in our trust account will not be released. In addition, if we seek approval from our stockholders to consummate a business combination at any time after the date which is 18 months following the date of this offering (assuming that the period in which we need to consummate a business combination has been extended, as provided in our amended and restated certificate of incorporation), the proxy statement related to such a business combination will also seek stockholder approval for our board’s recommended plan of distribution and dissolution, in the event our stockholders do not approve such a business combination. If no proxy statement seeking the approval of our stockholders for a business combination has been filed 30 days prior to the date which is 24 months from the date of this offering, our board will, prior to such date, convene, adopt and recommend to our stockholders a plan of dissolution and distribution, and on such date file a proxy statement with the Securities and Exchange Commission seeking stockholder approval for such plan. Upon the approval by our stockholders of our plan of dissolution and distribution, we will liquidate our trust account to our public stockholders.

Amended and Restated Certificate of Incorporation

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

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in the event we do not consummate a business combination by the later of 18 months after the consummation of this offering or 24 months after the consummation of this offering in the event that either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination was executed, our purpose and powers will be limited to dissolving, liquidating and winding up; provided, however, that we will reserve our rights under Section 278 of the Delaware General Corporation Law to bring or defend any action, suit or proceeding brought by or against us;

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our management will take all actions necessary to liquidate the trust account as part of any plan of dissolution and distribution in the event we do not consummate a business combination by the later of 18 months after the consummation of this offering or 24 months after the consummation of this offering in the event that either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination was executed but was not consummated within such 18 month period;

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upon consummation of this offering, the proceeds from this offering and the private placement of founder warrants ($147,750,000) will be placed into the trust account, which proceeds may not be disbursed from

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the trust account except in connection with, or following, a business combination, upon our liquidation or as otherwise permitted in our amended and restated certificate of incorporation;

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prior to the consummation of a business combination, we will submit such business combination to our stockholders for approval;

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we may consummate the business combination only if approved by a majority of our stockholders and public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights;

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if a business combination is approved and consummated, public stockholders who voted against the business combination and exercised their conversion rights will receive their pro rata share (based on the number of units sold in this offering) of the trust account;

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if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then we will be dissolved and distribute to all of our public stockholders their pro rata share (based on the number of units sold in this offering) of the trust account and any remaining net assets pursuant to a plan of dissolution and distribution adopted as provided therein; and

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we may not consummate any other merger, acquisition, stock purchase, asset purchase or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that the business combination be with an operating business whose fair market value is equal to at least 80% of our net assets (excluding deferred underwriting fees) at the time of such business combination.

Under Delaware law, the foregoing provisions may be amended if our board of directors adopts a resolution declaring the advisability of an amendment and calls a shareholders meeting, at which the holders of a majority of our outstanding stock vote in favor of such amendment. Any such amendment could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. However, we view these provisions as obligations to our stockholders, and neither we nor our board of directors will propose, or seek shareholder approval of, any amendment of these provisions.

Competition

In identifying, evaluating and pursuing a target business, we expect to encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, venture capital funds, leveraged buyout funds, private equity firms, operating businesses and other entities and individuals, both foreign and domestic, competing for acquisitions. Many of these entities and individuals 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. 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:

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

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

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our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by a target business.

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

If we succeed in effecting a business combination, there will, in all likelihood, be intense competition from competitors of the target business. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.

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Israeli Government Programs

Israeli companies are generally subject to income tax on their taxable income at the rate of 31% for the year 2006, 29% for 2007, 27% for 2008, 26% for 2009 and 25% for year 2010 and thereafter.

We do not intend to restrict our search for a business combination to companies that could benefit from favorable Israeli government programs. However, it is possible that we would effectuate a business combination with such a company. The Israeli government currently provides tax and capital investment incentives to qualified domestic companies. Additionally, the Israeli government currently provides grant and loan programs relating to research and development, marketing and export activities. In recent years, the Israeli government has reduced the benefits available under these programs and Israel Government authorities have indicated that the government may in the future further reduce or eliminate the benefits of those programs. We cannot assure you that such benefits and programs would continue to be available following a business combination, or if available, to what extent. If such benefits and programs were terminated or further reduced, it could have an adverse effect on our results of operations following a business combination or make a specific business combination less attractive.

The Companies Law

Under the Companies Law, Israeli companies are subject to certain restrictions with respect to changes in control of the company:

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Tender Offer. The Companies Law provides that an acquisition of shares of a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting power of the company. This rule does not apply if there is already another 25% shareholder of the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 45% or more of the voting power of the company, if there is no 45% or greater shareholder of the company. An acquisition from a 25% or 45% holder, which turns the purchaser into a 25% or 45% holder respectively, does not require a tender offer. An exception to the tender offer requirement may also apply when the additional voting power is obtained by means of a private placement approved by the general meeting of shareholders (which approval shall also refer to the purchaser becoming a holder of 25% or 45%, as the case may be, of the voting power in the subject company). These special tender offer requirements do not apply to companies whose shares are listed for trading outside of Israel if, under local law or the rules of the stock exchange on which their shares are traded, there is a limitation on the percentage of control which may be acquired or the purchaser is required to make a tender offer to the public.

Furthermore, under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, he will hold more than 90% of the shares or more than 90% of any class of shares of that company, unless a full tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also provides that as long as a shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares (an exception exists where the shareholder held on February 1, 2000 over 90% of the shares or of any class of shares, in which case he may purchase additional shares by means of a full tender offer, provided that such tender offer is accepted by the holders of a majority of the shares or the class of shares, as the case may be, with respect to which the tender offer is made). If a full tender offer is accepted such that less than 5% of the shares of the company are not tendered, all of the shares will be transferred to the ownership of the purchaser. If 5% or more of the shares of the company are not tendered, the purchaser may not purchase shares in a manner which will grant him more than 90% of the shares of the company. If a full tender offer is successful, any shareholder may petition the court to alter the consideration for the acquisition.

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Merger. The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described in the Companies Law are met, by the holders of a majority of each party’s shares voted on the proposed merger at a shareholders’ meeting called on at least 21 days’ prior notice. Under the Companies Law, merger transactions may be approved by holders of a simple majority of our shares present, in person or by proxy, at a general meeting and voting on the transaction (unless the company was incorporated prior to the Companies Law, and did not change its articles of association to allow for a simple majority, in which case the approval of 75% of the voting power present at the meeting, is necessary for approval). In determining whether the required majority has approved the merger, if shares of a company are held by the other party to the merger, or by any person holding at least 25% of the outstanding voting shares or 25% of the means of appointing directors of the other party to the merger, then a vote against the merger by holders of the majority of the shares present and voting, excluding shares held by the other party or by such person, or anyone acting on behalf of either of them, is sufficient to reject the merger transaction. If

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the transaction would have been approved but for the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the party not surviving the merger. In addition, a merger may not be completed unless at least 30 days have passed from the receipt of approval of each merging company’s shareholders and 50 days have passed from the time that a proposal for approval of the merger has been filed by each merging company with the Israeli Registrar of Companies.

Additional Israeli laws may be applicable to us depending on the industry and operations of the target business.

Factors Considered in Determining Offering Size and Amount to Be Deposited in Trust

The factors that were considered in determining both the size of the offering and the percentage of the proceeds to be deposited in the trust fund were market-related and were not, in any way, related to specific companies in the target region, none of which have been identified as of this time.

With respect to the size of the offering, we, in consultation with the underwriters, determined that the target businesses that we are likely to be focused on are those with a market capitalization of between $150 million and $400 million. As it would be our goal to own all or some portion of the combined business following a business combination, we determined that the optimal size of this offering was $150 million, realizing that we can utilize cash on hand, borrowed funds, or the issuance of additional securities in order to effect a business combination.

With respect to the percentage of the proceeds to be deposited in the trust fund, this was determined based on our sense, following discussions with the underwriters, as to what investors are now requiring for these types of transactions. The goal behind this process was to maximize the trust fund per share so as to benefit the public stockholders. In order to be able to have $7.88 per share deposited into the trust fund, certain of our initial stockholders (specifically, M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner – Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay) have committed to purchase founder warrants from us for an aggregate purchase price of $3,625,000. Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants.  Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. The initial stockholders will not be required to pay interest on the loans, unless they default on the loan, which would occur if the initial stockholders fail to make required payments or become insolvent. Under the terms of the note, within five business days after the completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and the I-Bankers Securities, Inc. The initial stockholders will fund the remainder of the purchase price ($3,125,000) by using their own funds.

Enforceability of Certain Civil Liabilities and Agent for Service of Process in the United States

We have appointed Corporation Service Company as our agent to receive service of process in any action against us in the United States. Each of our officers and directors has consented to service of process in the State of New York and has appointed Corporation Service Company as his agent in the State of New York upon which service of process against him may be made.

Each of our directors and officers reside outside the United States. As described above, each of our officers or directors has consented to service of process in the State of New York and to the jurisdiction of the courts of the State of New York or of the United States of America for the Southern District of New York. However, since most of our and such persons’ assets are outside the United States, it may not be possible for investors to enforce against them judgments of United States courts predicated upon civil liability provisions of the United States federal or state securities laws, and the enforceability in Israel of a judgment obtained in the United States against us or our officers and directors may be difficult. Moreover, there is substantial doubt as to the enforceability in Israel against us or any of our directors and officers who are not residents of the United States, in original actions in Israel of civil liabilities predicated solely on the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934. This is due to the fact that Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is

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not the most appropriate forum to bring such a claim, and even if it would hear the claim it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be time-consuming and costly.

Facilities

We maintain our executive offices at 14 A Achimeir Street, Ramat Gan 52587  Israel. The cost for this space is included in the $10,000 per month fee that LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, charges us for general and administrative service pursuant to a letter agreement between us and LMS Nihul. This arrangement is solely for our benefit and is not intended to provide LMS Nihul or our officers or directors compensation in lieu of salary. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul 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.

Legal Proceedings

We are not a party to any pending legal proceedings.

Employees

We currently have three officers, two of whom are members of our board of directors. These individuals will not receive any compensation prior to the consummation of our initial business combination other than reimbursement for reasonable out-of-pocket expenses incurred by them on our behalf. 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. 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 thereunder, including the requirement that we file annual and quarterly reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, as amended, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.

We will not acquire a target business if audited financial statements based on United States generally accepted accounting principles cannot be obtained for the target business. Additionally, our management will provide stockholders with audited financial statements, prepared in accordance with United States generally accepted accounting principles, of the prospective target business as part of the proxy solicitation materials sent to stockholders to assist them in assessing the target business. 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. The financial statements of a potential target business will be required to be audited in accordance with United States generally accepted accounting standards. To the extent that this requirement cannot be met, we will not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, given the broad range of companies we may consummate a business combination with, we do not believe that the narrowing of the pool will be material.

Comparison to Offerings of Blank Check Companies

The following table compares and contrasts the terms of our offering and the terms of an offering by a blank check company 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. None of the terms of a Rule 419 offering will apply to this offering.

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MANAGEMENT

Directors and Executive Officers

Our current directors and executive officers are as follows:

Moshe Bar-Niv has served as our Chairman and director since our inception. Since 1998, Mr. Bar-Niv has served as a General Partner of Ascend Technology Ventures, an Israel-based venture capital fund which he co-founded, whose investors are primarily U.S. investors, including both large institutions as well as individuals in the technology industry. As a General Partner of Ascend Technology Ventures, Mr. Bar-Niv led fundraising efforts, and was involved in investment decisions and the management of various Ascend portfolio companies, including the following: Bitband Technologies Ltd., which provides video content distribution and delivery solutions over IP broadband networks for telecommunications companies; Decru Inc., which helps many of the world’s largest enterprise and government organizations secure their vital data assets via its storage security appliances, and which was later sold to Network Appliance, Inc. (Nasdaq: “NTAP”), which provides enterprise storage and data management software and hardware products and services; NextNine, Ltd. which provides automated remote customer support and adaptive service solutions for large-scale, mission-critical systems deployed in enterprises; P-Cube, Inc. which provides IP service control solutions powered by a programmable network element that creates an intelligent overlay for any IP network, and which was later sold to Cisco Systems Inc. (Nasdaq: “CSCO”), which is engaged in the manufacture and sale of networking and communications products worldwide; Provigent Inc., which develops integrated silicon solutions for the broadband wireless transmission industry; and Widemed Ltd., which leverages its innovative signal processing algorithms, offering comprehensive signal analysis and workflow management solutions to the fast growing cardio-sleep market. From 1993 to 1997, Mr. Bar-Niv served as a Managing Director of Trinet Venture Capital, an Israel-based venture capital fund which he co-founded. From 1976 through 1992, Mr. Bar-Niv held various executive positions at Fibronics International, Inc., Motorola Communications Israel Ltd., Intel Electronics Ltd. and Israel Aircraft Industries Ltd. Mr. Bar-Niv currently serves on the Board of Directors of Widemed Ltd. (TASE), a biomedical company. Mr. Bar-Niv also serves on the boards of directors of Bitband Technologies Ltd.; Intellinx Ltd.; NextNine, Ltd.; and Provigent Inc., each of which is a privately-held company. Mr. Bar-Niv has B.Sc. and M.Sc. degrees in Industrial Engineering and Management from Ben-Gurion University, Israel.

Liora Lev has served as our Chief Executive Officer and director since our inception. Since 1998, Ms. Lev has served as a General Partner of Ascend Technology Ventures, an Israel-based venture capital fund which she co-founded, whose investors are primarily U.S. investors, including both large institutions as well as individuals in the technology industry. As a General Partner, Ms. Lev plays an active role as a lead investor and a board member with various portfolio companies. Prior to 1998, Ms. Lev served in executive positions for a number of Israeli companies, including as Corporate Chief Financial Officer of Ashtrom Group Ltd., one of the largest private development and manufacturing groups based in Israel with major international projects, and as Chief Financial Officer of M.L.I. Lasers Ltd., a laser technology company. From 1994 through 2000, Ms. Lev served as a Commissioner of the Israeli Securities Authorities. She also served as a member of the Accounting Standard Board. Ms. Lev serves on the board of directors of: Can Fite BioPharma Ltd. (TASE), a biopharmaceutical company, and RadVision Ltd. (Nasdaq: “RVSN”), a telecommunications company; and of several private companies including: Sintec Media Ltd., a broadcast management systems company; and Intellinx Ltd., an insider threat intelligence solutions company. Ms. Lev is a CPA, holds dual Bachelors degrees in Accounting and Economics and a Masters of Management Science, specializing in information systems management from Tel Aviv University. She is also a graduate of Harvard Business School’s Advanced Management Program.

Dr. Yehoshua (Shuki) Gleitman has served as our director since our inception and as our Chief Technology Officer since February 2007. Since August 2000, Dr. Gleitman has served as the Managing Partner of Platinum

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Venture Capital Fund, a venture capital fund investing in Israeli high technology companies, which he founded. Dr. Gleitman is also the Chairman and Chief Executive Officer of Danbar Technology Ltd., an investment corporation listed on the Tel Aviv Stock Exchange (TASE), a position he has held since January 2001. From February 2000 through December 2005, Dr. Gleitman was the Chief Executive Officer of Shrem, Fudim, Kelner – Technologies Ltd., a TASE listed investment corporation, which he co-founded. Prior to that, Dr. Gleitman was the Chief Executive Officer of AMPAL Investment Corporation, a Nasdaq listed company, from 1997 through 2000, and the Chief Scientist of the Israeli Ministry of Industry and Trade from 1992 to 1997. From 1996 to 1997, Dr. Gleitman was also the Director General of the Ministry. The office of the Chief Scientist (OCS), which Dr. Gleitman led, is the division of the Israeli Government responsible for setting up and executing the national policy of creating and investing into the technology industries in Israel. In addition to Danbar Technology, Dr. Gleitman currently serves on the boards of directors of the following public traded companies: Capitol Point Ltd., a technology incubation company (TASE); Walla Ltd., an Internet portal (TASE); Teuza Ventures Ltd., a publicly-traded venture capital firm (TASE); Mer Telemanagement Solutions Ltd., a billing solution company for the telecommunication industry (Nasdaq: MTS); and Widemed Ltd, a biomedical company (TASE), of which Dr. Gleitman is Chairman of the Board. Dr. Gleitman holds B.Sc., M.Sc. and Ph.D. degrees in Physical Chemistry from the Hebrew University of Jerusalem. Dr. Gleitman is the Honorary Consul General of Singapore in Israel since 1998.

Elisha Yanay has been a director since our inception. Since July 2004, Mr. Yanay has served as a Senior Vice President of Motorola, Inc., a global communications company. Mr. Yanay has been the General Manager of Motorola Israel Ltd. since 1990 and has been its Chairman since 2001. Prior to that, in the course of his 36 years with Motorola, Mr. Yanay served in a variety of positions, including as marketing manager for all signaling products in Israel and as Motorola Israel’s representative in the U.S. Mr. Yanay has served as the Chairman of the Israel Association of Electronics and Information Industries since January 2004. Mr. Yanay is also leading Education 2000, a forum for the expansion and enhancement of technological and scientific education in Israel, and is the Industry Representative on the Council for Higher Education, a position he has held since January 2002. Mr. Yanay received the Rothschild Prize for Innovation in 1980 for the computerized irrigation system that he designed and developed. Mr. Yanay has a B.Sc. in Electronics Engineering from the Technion Institute of Technology in Haifa, Israel. In June 1997, in recognition of his personal initiative and contribution to the development and promotion of technological education in Israel, Mr. Yanay was named a Distinguished Fellow of the Technion Faculty of Electrical Engineering and an Honorary Fellow of the Tel-Aviv University Faculty of Engineering. In May 1998, Mr. Yanay was awarded Honorary Fellow of the Technion.

Avigdor Kaplan has served as a director since our inception. Since 1997, Mr. Kaplan has been the President and Chief Executive Officer of CLAL Insurance Pensions & Finance Group, one of Israel’s leading insurance, mutual funds, pension funds and financial services groups. From 1992 through 1997, Mr. Kaplan was the Director General of Kupat Holim Clalit, Israel’s first and largest health management organization (HMO). Prior to that, Mr. Kaplan held a series of positions of increasing responsibility at Israel Aircraft Industries and the Israel Police. Mr. Kaplan has served and serves as chairman and board member on numerous Boards of Directors of the subsidiaries of CLAL Insurance Group and as Chairman of the Board of Company for the Development of Cancer Cures and Rheumatic Diseases. Mr. Kaplan has a B.A in economics and statistics from Hebrew University in Jerusalem, Israel and a M.Sc. in Industrial Management Engineering from the Technion Institute of Technology in Haifa, Israel.

Ido Bahbut has served as our Chief Financial Officer since February 2007. Since March 2005, Mr. Bahbut has been a self-employed Israeli Certified Public Accountant in a partnership he established with one other partner. In his firm he provides consulting and accounting services, and in addition he performs as a CFO of several companies, including Ascend Technology Ventures, an Israeli-based venture capital fund of which Mr. Bar-Niv and Ms. Lev are general partners. From January 2004 to March 2005, Mr. Bahbut worked as senior audit manager at Ernst & Young in Israel, were he was involved in audit work for both public and private companies. From October 1999 to January 2004, Mr. Bahbut worked as an audit manager at Luboshitz Kasierer, which was the Arthur Anderson affiliate in Israel, were he also was involved in audit work for both public and private companies. Mr. Bahbut received his B.A., Business Administration and Accounting from the College of Management Academic Studies Division and his M.A. in Law from the Bar Ilan University.

Composition of the Board

Our board of directors has five directors and is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. Upon the expiration of the term of a class of directors,

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directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. The term of office of the first class of directors, consisting of Mr. Yanay will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Kaplan and Dr. Gleitman, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Mr. Bar-Niv and Ms. Lev, will expire at the third annual meeting. With respect to each class, a director’s term will be subject to the election and qualification of their successors, or their earlier death, resignation or removal.

Pursuant to an arrangement with his employer, Motorola Israel Ltd., Mr. Yanay has informed us that if we acquire a competitor of Motorola, Inc., then he will resign from our board of directors at such time.

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

Director Independence

Prior to the closing of this offering, our board of directors will determine which of our directors are “independent” directors. We anticipate that as of the closing of this offering Messrs. Yanay and Kaplan, representing two of our five directors, will be “independent” directors as defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and as defined by the rules of the American Stock Exchange. Under the corporate governance standards of the American Stock Exchange, by no later than the first anniversary of the completion of this offering, a majority of our directors must be independent directors. We intend to reconstitute our board of directors prior to the first anniversary of the completion of this offering in order to comply with these requirements.

Board Committees

Prior to the closing of this offering, our board of directors will form an audit committee and will adopt a charter for this committee as well as a code of ethics that will govern the conduct of our officers and employees.

Audit Committee

Prior to the closing of this offering, we will establish an audit committee. We anticipate that our audit committee will initially consist of Messrs. Yanay, Kaplan and Gleitman.

The audit committee will review the professional services and independence of our independent registered public accounting firm and our accounts, procedures and internal controls. The audit committee will also select the firm that will serve as our independent registered public accounting firm, review and approve the scope of the annual audit, review and evaluate with the independent public accounting firm our annual audit and annual consolidated financial statements, review with management the status of internal accounting controls, evaluate problem areas having a potential financial impact on us that may be brought to the committee’s attention by management, the independent registered public accounting firm or the board of directors and evaluate all of our public financial reporting documents.

Financial Experts On Audit Committee

By no later than the first anniversary of the completion of this offering, we intend to have the audit committee composed entirely of “independent” directors. Each of the anticipated members of the audit committee 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 to the American Stock Exchange that the committee will, 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. Prior to the closing of this offering, our board of directors will determine which of our directors are financially sophisticated directors. We anticipate that Mr. Kaplan will satisfy the American Stock Exchange’s

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definition of financial sophistication and also qualify as an “audit committee financial expert,” as defined under rules and regulations of the Securities and Exchange Commission.

Compensation Committee

Prior to the closing of this offering, we will establish a compensation committee of the board of directors. This committee will be responsible for recommending the compensation of our executive officers.

We presently anticipate that the compensation committee will consist of Messrs. Yanay and Kaplan, each of whom is an independent director under the American Stock Exchange listing standards.

Guidelines For Selecting Director Nominees

Director nominees will be selected and recommended to the board of directors by a majority of the independent directors. We will establish guidelines for selecting nominees that generally provide that persons to be nominated should be actively engaged in business endeavors, have an understanding of financial statements, corporate budgeting and capital structure, be familiar with the requirements of a publicly traded company, be familiar with industries relevant to our business endeavors, be willing to devote significant time to the oversight duties of the board of directors of a public company and be able to promote a diversity of views based on the person’s education, experience and professional employment.

Code of Ethics

Prior to the closing of this offering, we will adopt a code of ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of the American Stock Exchange.

Officer and Director Compensation

No officer has received any cash compensation for services rendered. No compensation of any kind, including finder’s and consulting fees, will be paid to any of our existing stockholders, directors and officers, or any of their respective affiliates, for services rendered prior to or in connection with a business combination; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. However, our existing stockholders, directors and officers will receive reimbursement for any reasonable out-of-pocket expenses incurred by them in connection with activities on our behalf such as participating in the offering process, identifying a potential target business and performing due diligence on a suitable business combination. There is no limit on the amount of these reasonable 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. If none of our directors is deemed “independent,” we will not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. We have not reserved any specific amount for such payments, which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. In addition, 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.

We have agreed to pay a monthly fee of $10,000 to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, for general and administrative services including office space, utilities and secretarial support. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul is at least as favorable as we could have obtained from an unaffiliated third party.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior Share Issuances

On September 25, 2006, we issued 6,250,000 shares of our common stock (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”) to the entities and individuals set forth below for an aggregate purchase price of $25,000 in cash, or $0.004 per share, as follows:

All of such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, as they were sold to accredited investors, as defined in Rule 501(a) of the Securities Act of 1933, as amended. The shares issued to the individuals and entities above were sold for an aggregate offering price of $25,000 at a purchase price of $0.004 per share. No underwriting discounts or commissions were paid, nor was there any general solicitation, with respect to such sales.

In February 2007, Josef Neuhaus Ltd, an entity affiliated with Josef Neuhaus, who served as our Chief Financial Officer from our inception through January 31, 2007, sold 15,000 of its shares to Ido Bahbut, who is our current Chief Financial Officer. Mr. Bahbut paid an aggregate purchase price of $60 in cash, or $0.004 per share, for the 15,000 shares he purchased.

We consider Mr. Bar-Niv; Ms. Lev; Dr. Gleitman; Shrem, Fudim, Kelner – Technologies Ltd.; and Shrem, Fudim, Kelner & Co. Ltd. to be our promoters as such term is defined within the rules promulgated by the SEC under the Securities Act of 1933, as amended.

The holders of the majority of these shares will be entitled to make up to two demands that we register these shares pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which the lock-up period expires. In addition, these stockholders have unlimited “piggy-back” registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

In addition, Shrem, Fudim, Kelner – Technologies Ltd. and Shrem, Fudim, Kelner & Co. Ltd., acting together, will be entitled to make one demand that we register their shares of common stock at any time after their shares are released from escrow, or the shares of common stock underlying the founder warrants being purchased by them, at any time after the consummation of a business combination. These holders also have unlimited piggy-back registration rights on registration statements filed subsequent to such dates.

Certain of our initial stockholders have committed to purchase an aggregate of 3,625,000 founder warrants from us in a private placement simultaneously with the consummation of this offering pursuant to the exemption from registration contained in Section 4(2) of the Securities of Act of 1933, as amended. The warrants will be sold for a total purchase price of $3,625,000, or $1.00 per warrant.

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 his or her  full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.

·

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other

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entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

·

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.

·

Since our directors beneficially own shares of our common stock which will be released from escrow only if a business combination is successfully completed, and may own warrants which will expire worthless if a business combination is not consummated, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. Additionally, no liquidation distributions will be paid with respect to any of the initial shares beneficially owned by our directors or with respect to the shares underlying any founder warrants owned by them at the time of such liquidation, which also might cause them to have a conflict of interest in determining whether a particular target business is appropriate. Furthermore, the purchaser of the founder warrants has contractually agreed that the warrants and the underlying securities will not be sold or transferred by it until after we have completed a business combination.

·

Our officers and directors may enter into consulting or employment agreements with the company as part of a business combination pursuant to which they may be entitled to compensation for their services to be rendered to the company after the consummation of a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, timely completing a business combination and securing the release of their stock.

·

Our directors and officers may purchase shares of common stock as part of this offering or in the open market. If they did, they would be entitled to vote such shares as they choose on a proposal to approve a business combination.

·

If we determined to enter into a business combination with an entity affiliated with any of our officers, directors or initial stockholders, they may benefit personally and financially from such transaction. As a result, such personal and financial interests may influence their motivation in identifying and selecting a target business.

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, each of our officers and directors has agreed, until the earliest of a business combination, our liquidation or such time as he or she ceases to be an officer or director, 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 obligations he or she might have.

Mr. Bar-Niv and Ms. Lev are each a General Partner of Ascend Technology Ventures, and Dr. Gleitman is Managing Partner at Platinum Venture Capital, each of which are venture capital firms located in Israel. Each of Ascend Technology Ventures and Platinum Venture Capital have currently invested all of their funds that are available for new investments. Consequently, we do not believe that there will be any conflicts of interest regarding potential investment opportunities between us, on the other hand, and either of Ascend Technology Ventures and Platinum Venture Capital, on the other hand.

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In connection with the vote required for any business combination, our initial stockholders have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchased in or following this offering, 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 but only with respect to their initial shares and the shares of common stock underlying any founder warrants held by them at the time of such liquidation.

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 initial stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or 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; provided, however, that we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. We currently do not anticipate entering into a business combination with an entity affiliated with any of such individuals or entities.

Relationships Between and Among Our Existing Stockholders, Directors or Officers

Mr. Moshe Bar-Niv, the Chairman of our Board of Directors, is the controlling stockholder of M.O.T.A. Holdings Ltd.  Ms. Liora Lev, our Chief Executive Officer and one of our directors, is the controlling stockholder of OLEV Holdings Ltd.  Dr. Yehoshua (Shuki) Gleitman, our Chief Technology Officer and one of our directors, is the controlling stockholder of FSGL Holdings Ltd. Each of M.O.T.A. Holdings Ltd., OLEV Holdings Ltd and FSGL Holdings Ltd are holding companies, formed for the sole purpose of holding the shares of the Company owned by those three individuals.

No compensation or fees of any kind, including finder’s or consulting fees, will be paid to any of our existing stockholders, directors or officers or any of their affiliates for services rendered prior to or in connection with a business combination, except as set forth in this paragraph. First, our existing stockholders, directors and officers will receive reimbursement for any reasonable out-of-pocket expenses incurred by them in connection with our organization, this offering and activities on our behalf, such as participating in the offering process, identifying a potential target operating business and performing diligence on a suitable business combination. There is no limit on the amount of accountable 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. We have not reserved any specific amount for such payments, which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. Second, we have agreed to pay a monthly fee of $10,000 to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, for general and administrative services including office space, utilities and secretarial support. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul is at least as favorable as we could have obtained from an unaffiliated third party. Third, we are permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner – Technologies Ltd. should they provide us services prior to or in connection with a business combination. Based on representations made to us by Shrem, Fudim, Kelner & Co. Ltd. (“SFK”) and by Shrem, Fudim, Kelner – Technologies Ltd. (“SFKT”), neither SFK nor SFKT participated in our formation, or invested in us, because of their current knowledge of any particular potential acquisition candidates. Finally, since the role of present management after a business combination is uncertain, we have no ability to determine if any remuneration will be paid to those persons after the consummation of a business combination.

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

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terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. We will not enter into a transaction with an affiliated party unless the terms of such transaction are on terms no less favorable to us than would exist between us and an unaffiliated third party in an arms length transaction.

According to its website, SFK is an investment bank in Israel, with over $2.5 billion in assets under management. SFKT comprises SFK’s high-tech and technology activities, and basically serves as a fund of funds for investments in technology and technology-related companies. Both SFK and SFKT are publicly-traded companies listed on the Tel Aviv Stock Exchange. SFKT is controlled by SFK.

Dr. Gleitman, our Chief Technology Officer and one of our directors, was previously the Chief Executive Officer of SFKT, which he co-founded. In addition, Dr. Gleitman serves as the Managing Partner of Platinum Venture Capital Fund, a venture capital fund investing in Israeli high technology companies, which he founded. One of the general partners of Platinum Venture Capital Fund is SFKT. SFKT is one of our initial stockholders.

We, along with M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, have agreed to indemnify SFKT and SFK from and against any and all liabilities as a result of, arising out of, or in connection with the investment by SFKT and SFK in the Company, the purchase by them of the founder warrants, any future business combination that may be effected by us, our dissolution or liquidation, any reimbursement of amounts withdrawn from the trust fund, or any action taken or failure to take any action by us, our directors, officers and employees, excluding any activity that will be done by SFKT, SFK or any of their affiliates following the completion of our initial public offering in their capacity such as a vendor, finder or other service provider. M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd are holding companies, formed for the sole purpose of holding the shares of the Company owned by Mr. Moshe Bar-Niv, Dr. Yehoshua (Shuki) Gleitman and Ms. Liora Lev, respectively.  These entities have no assets other than our shares.

Relationships Between and Among Our Existing Shareholders and the Underwriters

Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants. Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. Under the terms of the note, within five business days after the completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and I-Bankers Securities, Inc.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 14, 2007, and to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering and assuming that the underwriters exercised their over-allotment option and all of the 1,562,500 shares that are subject to forfeiture in certain circumstances are actually forfeited) 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 directors and officers; and

·

all our directors and officers 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 founder warrants as these warrants are not exercisable within 60 days of the date of this prospectus.

——————

*

Less than 1%.

(1)

The business address of each beneficial holder listed below is c/o Advanced Technology Acquisition Corp., 14 A Achimeir Street, Ramat Gan 52587 Israel.

(2)

Shrem Fudim Kelner Technologies, Ltd. (“SFKT”) is an Israeli corporation. SFKT is a public company and its shares are traded on the Tel Aviv Stock Exchange. SFKT is controlled by Shrem, Fudim, Kelner & Co. Ltd. (“SFK”).

(3)

Shrem, Fudim, Kelner & Co. Ltd. (SFK) is an Israeli corporation. SFK is a public company and its shares are traded on the Tel Aviv Stock Exchange. The principal shareholders of SFK include Rubin Zimmerman (approximately 20%), Itzchak Shrem (approximately 20%), Yair Fudim (approximately 11%) and Koldis Investments Ltd. (approximately 8%).

(4)

Consists of the 1,747,500 shares held by M.O.T.A. Holdings Ltd., of which Mr. Bar-Niv is the controlling stockholder.

(5)

Consists of the 1,747,500 shares held by OLEV Holdings Ltd, of which Ms. Lev is the controlling stockholder.

(6)

Consists of the 1,747,500 shares held by FSGL Holdings Ltd, of which Dr. Gleitman is the controlling stockholder.

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We have a right to cancel up to an aggregate of 1,562,500 shares of common stock held by certain of our existing stockholders in the event that the collective ownership of all initial stockholders exceeds 20.0% following the completion of this offering and the exercise of the over-allotment option (if any) by the underwriters. This right is exercisable for the five-day period following the earlier to occur of the expiration or termination of the underwriters’ option to purchase up to 2,812,500 additional units to cover over-allotments or the exercise in full by the underwriters of such option. In accordance with our agreement with the underwriters, we will exercise this right to cancel shares only in an amount sufficient to cause the existing stockholders to maintain control over 20.0% of our outstanding shares after giving effect to the offering and the exercise, if any, of the underwriters’ over-allotment option.

Immediately after this offering and the potential forfeiture of common stock described in the preceding paragraph, our existing stockholders will beneficially own 20.0% of the issued and outstanding shares of our common stock. Because of this ownership block, these stockholders 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 a business combination.

On the date of this prospectus, all of our existing stockholders, directors and officers will place the shares they owned before this offering into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferable during the escrow period and will not be released from escrow until the date which is 6 months after the consummation of a business combination.

During the escrow period, the holders of the shares will not be able to sell or transfer their shares of common stock (except to their spouses and children, or trusts established for their benefit), but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock (subject to their agreement to vote all of their shares of common stock, including any shares of common stock purchased in or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders) 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, directors or officers will receive any portion of the liquidation proceeds with respect to common stock owned by them immediately before this offering.

Certain of our initial stockholders (specifically, M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner – Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay) have committed to purchase an aggregate of 3,625,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,625,000, in a private placement concurrent with this offering. These warrants, which we refer to collectively as the founder warrants, will not be sold or transferred by the purchasers of the founder warrants until the later of one year after the date of this prospectus and the completion of our initial business combination. The $3,625,000 in proceeds from the sale of the founder warrants will be held in the trust account. The founder warrants will expire worthless if we do not complete a business combination. Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants. Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. The initial stockholders will not be required to pay interest on the loans, unless they default on the loan, which would occur if the initial stockholders fail to make required payments or become insolvent. Under the terms of the note, within five business days after the completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and I-Bankers Securities, Inc. The initial stockholders will fund the remainder of the purchase price ($3,125,000) by using their own funds.

The purchasers of the founder warrants have also indicated that any warrants purchased by them will not be sold or transferred until the completion of a business combination. These purchases are expected to align the interests of the purchasers of the founder warrants more closely with those of the public stockholders and warrantholders by placing more of our officers’ and directors’ capital at risk. Purchases of founder warrants also demonstrate confidence in our ultimate ability to effect a business combination because the founder warrants, which cannot be transferred until the later of one year after the date of this prospectus and the completion of our initial business combination, will expire worthless if we are unable to consummate a business combination and are forced to

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liquidate. The holders of the founder warrants and the common stock underlying such warrants are entitled to registration rights with respect to such securities under an agreement to be signed on the date of this prospectus. Unlike the other warrants, the founder warrants cannot be sold or transferred unless such warrants or the shares for which such warrants are exercisable are first registered on a registration statement.

Each of our existing stockholders, directors and officers have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination, but only with respect to those shares of common stock owned by them immediately prior to this offering; they will participate in any liquidation distribution with respect to any shares of common stock acquired in connection with or following this offering.

In addition, in connection with the vote required for our initial business combination, all of our existing stockholders, directors and officers, have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchase in or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders.

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DESCRIPTION OF SECURITIES

General

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this prospectus, 6,250,000 shares of common stock are outstanding (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”), held by nine record holders and no shares of preferred stock are 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 units will begin trading on or promptly after the date of this prospectus. The common stock and warrants will begin separate trading as promptly as practicable following the consummation of this offering, but in no event later than 65 days following the consummation of this offering. In no event will separate trading of the common stock and warrants be allowed until we have filed an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K, including an audited balance sheet, with the Securities and Exchange Commission, or SEC, upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Current Report on Form 8-K. In addition, we will file a subsequent Current Report on Form 8-K in the event a material portion of the over-allotment option is exercised subsequent to the filing of our initial Current Report on Form 8-K. The Current Reports on Form 8-K will be publicly available on the SEC’s website at http://www.sec.gov.

Common Stock

Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. In connection with the vote required for our initial business combination, all of our existing stockholders, directors and officers, have agreed to vote the shares of common stock then owned by them, including any shares of common stock purchased in or following this offering, in accordance with the majority of the shares of common stock voted by the public stockholders. However, our existing stockholders, directors and officers 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.

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 exercise their conversion rights discussed below. As a result of the foregoing, stockholders who do not cast a vote will not have any effect on whether or not the proposed business combination is approved. Additionally, it is our current intention to provide stockholders with at least 20 business days from the date on which the proxy statement relating to a proposed business combination is mailed to review the materials and to cast their vote. Voting against the business combination alone will not result in an election to exercise a stockholder’s conversion rights. A stockholder must also affirmatively exercise such conversion rights at or prior to the time the business combination is voted upon by the stockholders.

Our board of directors will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.

If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust account (including the portion representing the underwriters’ deferred fee), inclusive of one-half of any interest earned on the funds in the trust account, net of taxes payable on such interest, and any net assets remaining available for distribution to them after payment of liabilities. Our existing stockholders, directors and officers have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to consummate a business combination solely with respect to all of the shares of common stock owned by them immediately prior to this offering; they will participate in any liquidation distribution with respect to any shares of common stock acquired in connection with or following this offering.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders voting against a business

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combination will be entitled to convert their stock into a pro rata share (based on the number of units sold in this offering) of the amount held in the trust account, including the amount held in the trust account representing the deferred portion of the underwriters’ fee, but excluding the sum of one-half of the interest earned on the trust account, net of taxes payable on such interest, that will be released to us on a monthly basis to fund our working capital requirements, up to a maximum of $2.0 million, and the $380,000 of proceeds held outside of the trust account, if the business combination is approved and consummated. Public stockholders who convert their stock to cash retain their warrants.

Preferred Stock

Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on 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. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $6.00 per share, subject to adjustment as discussed below, at any time during which a registration statement relating to the common stock issuable upon the exercise is effective and a prospectus with respect thereto is current commencing on the later of:

·

the completion of the initial business combination; or

·

one year from the date of this prospectus.

The warrants will expire on June 18, 2011, four years from the date of this prospectus, at 5:00 p.m., New York City time, except for the warrants included in the underwriters’ purchase option, which will expire on June 18, 2012, five years from the date of this prospectus, at 5:00 p.m., New York City time. We may redeem the outstanding warrants, including the founder warrants, at any time after the warrants become exercisable:

·

in whole and not in part;

·

at a price of $0.01 per warrant;

·

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 $11.50 per share, for any 20 trading days within a 30 consecutive trading day period ending on the third business day before we send the notice of redemption to warrant holders.

We established the last criterion to provide warrant holders with a premium to the initial warrant exercise price, as well as a degree of liquidity to cushion the market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder will then be entitled to exercise his or her warrant prior to the date scheduled for redemption. However, there can be no assurance that the price of the common stock will exceed $11.50 or the warrant exercise price after the redemption call is made.

In the event we call the warrants for redemption, we shall have the ability to determine whether holders of those warrants shall be required to pay the exercise price in cash or whether they shall be required to exercise the warrants on a cashless basis. If we require holders of the warrants to exercise the warrants on a cashless basis, the holder of such warrants (including the founder warrants) shall pay the exercise price by surrendering such 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 “redemption fair market value” (defined below) by (y) the redemption fair market value. The

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“redemption fair market value” shall mean the average reported last sale price of the common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the warrants.

The right to exercise the warrants will be forfeited unless they are exercised before the date specified in the notice of redemption. From and after the redemption date, the record holder of a warrant will have no further rights except to receive, upon surrender of the warrants, the redemption price.

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

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

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock 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 (other than the founder warrants which are not exercisable for shares of common stock that are registered for resale) will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we do not maintain a current prospectus relating to the common stock issuable upon the exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. The warrants may be deprived of any value, the market for the warrants may be limited and the warrants may expire worthless if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

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

Certain of our initial stockholders have committed to purchase an aggregate of 3,625,000 warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of $3,625,000) from us. The founder warrants have terms and provisions that are identical to the warrants included in the units being sold in this offering, except that the founder warrants may also be exercised on a cashless basis at the discretion of the holder. In addition, the purchasers of the founder warrants have agreed that the founder warrants and the underlying securities will not be sold or transferred by them until after we have completed a business combination. The holders of the founder warrants and the common stock underlying such warrants are entitled to registration rights with respect to such securities under an agreement to be signed on the date of this prospectus. The founder warrants will be differentiated from warrants, if any, purchased in or following this offering by such directors and officers, through the legending of certificates representing the founder warrants indicating the restrictions and rights specifically applicable to such warrants as are described in this prospectus. Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants.  Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. The initial stockholders will not be required to pay interest on the loans, unless they default on the loan, which would occur if the initial stockholders fail to make required payments or become insolvent. Under the terms of the note, within five business days after the

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completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and I-Bankers Securities, Inc. The initial stockholders will fund the remainder of the purchase price ($3,125,000) by using their own funds.

Purchase Option

We have also agreed to sell to CRT Capital Group LLC and I-Bankers Securities, Inc., for $100, an option to purchase up to a total of 1,125,000 units, consisting of one share of common stock and one warrant, at $8.80 per unit, commencing on the later of the consummation of the business combination and one year after the date of this prospectus and expiring five years after the date of this prospectus. The warrants underlying the units will have terms that are identical to those being issued in this offering, except that the warrants underlying such units will expire five years from the date of this prospectus.

The holder of the purchase option will be entitled to one demand and unlimited piggy-back registration rights for a period of five and seven years, respectively, following the completion of the offering.

Dividends

We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of 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.

Restrictive Provisions of Our Amended and Restated Certificate of Incorporation and By-Laws

Our amended and restated certificate of incorporation and by-laws contain certain provisions that may make it more difficult, expensive or otherwise discourage, a tender offer or a change in control or takeover attempt by a third-party, even if such a transaction would be beneficial to our stockholders. The existence of these provisions may have a negative impact on the price of our common stock by discouraging third-party investors from purchasing our common stock. In particular, our amended and restated certificate of incorporation and by-laws include provisions that:

·

classify our board of directors into three groups, each of which, after an initial transition period, will serve for staggered three-year terms;

·

permit a majority of the stockholders to remove our directors only for cause;

·

permit our directors, and not our stockholders, to fill vacancies on our board of directors;

·

require stockholders to give us advance notice to nominate candidates for election to our board of directors or to make stockholder proposals at a stockholders’ meeting;

·

permit a special meeting of our stockholders be called only by the board of directors pursuant to a resolution approved by a majority of the directors, the chairman of the board of directors, the chief executive officer or the president and be called by the president or the secretary upon the written request of the holders of a majority of the outstanding shares of our Common Stock;

·

permit our board of directors to issue, without approval of our stockholders, preferred stock with such terms as our board of directors may determine;

·

permit the authorized number of directors to be changed only by a resolution of the board of directors; and

·

require the vote of the holders of a majority of our voting shares for stockholder amendments to our by-laws.

Our by-laws require that, subject to certain exceptions, any stockholder desiring to propose business or nominate a person to the board of directors at a stockholders meeting must give notice of any proposals or nominations within a specified time frame. These provisions may have the effect of precluding a nomination for the election of directors or the conduct of business at a particular annual meeting if the proper procedures are not

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followed or may discourage or deter a third-party from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us, even if the conduct of such solicitation or such attempt might be beneficial to us and our stockholders. For us to include a proposal in our annual proxy statement, the proponent and the proposal must comply with the proxy proposal submission rules of the SEC.

Our by-laws require the vote of the holders of at least a majority of the shares entitled to vote in the election of directors to remove a director and allow such removal only for cause. In addition, stockholders can amend or repeal our by-laws only with the vote of the holders of at least a majority of our shares entitled, at the time of a stockholders’ meeting, to vote for the election of directors. In addition, our amended and restated certificate of incorporation has established that we will have a classified board of directors. A classified board is one in which a group or class of directors is elected on a rotating basis each year. This method of electing directors makes changes in the composition of the board of directors lengthier, which consequently would make a change in control of a corporation a lengthier and more difficult process.

Our Transfer Agent and Warrant Agent

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

Shares Eligible for Future Sale

Immediately after this offering, we will have 23,437,500 shares of common stock outstanding (assuming no exercise of the underwriters over-allotment and forfeiture of the 1,562,500 shares subject to forfeiture in certain circumstances). Of these shares, all of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act of 1933, as amended. The 6,250,000 shares outstanding prior to this offering (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Notwithstanding the foregoing, all of those shares are subject to escrow agreements and will not be transferable until 6 months after a business combination and will only be transferred prior to that date subject to certain limited exceptions.

Rule 144

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

·

1% of the number of shares of common stock then outstanding, which will equal 234,375 shares 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.

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

Rule 144(k)

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

SEC Position on Rule 144 Sales

The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an “underwriter” under the Securities Act of 1933 when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite

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technical compliance with the requirements of Rule 144. All of the 6,250,000 shares of common stock (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”) currently outstanding are held by our promoters or affiliates. In addition, all of the 3,625,000 founder warrants will be held by our promoters and thus the shares underlying those warrants can also be resold only through a registered offering.

Registration Rights

The holders of our 6,250,000 issued and outstanding shares of common stock on the date of this prospectus (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”) and the holders of the 3,625,000 founder warrants or the shares of common stock obtained upon the exercise of the founder warrants will be entitled to registration rights pursuant to agreements to be signed on the effective date of this offering. Upon the transfer by the founders to CRT Capital Group LLC and I-Bankers Securities, Inc. of the 500,000 warrants pursuant to the terms of their respective promissory notes, such founders will assign the registration rights related to such transferred founder warrants in accordance with the terms of the registration rights agreement. The holders of the majority of, collectively, the 6,250,000 shares of common stock (of which 1,562,500 shares are subject to forfeiture in certain circumstances, as more fully described in “Principal Stockholders”) and the 3,625,000 founder warrants (assuming, solely for the purpose of calculating a majority, that all of the founder warrants have been exercised for shares of common stock) are entitled to make up to two demands that we register such common stock, at any time after their shares are released from escrow, or such founder warrants, at any time after the consummation of a business combination. Furthermore, these holders and the underwriters have unlimited piggy-back registration rights on registration statements filed subsequent to such dates. We will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the underwriters’ purchase option will be entitled to one demand and unlimited piggy-back registration rights for a period of five and seven years, respectively, following the completion of the offering.

Shrem, Fudim, Kelner – Technologies Ltd. and Shrem, Fudim, Kelner & Co. Ltd., acting together, are entitled to make one demand that we register their shares of common stock at any time after their shares are released from escrow, or the shares of common stock underlying the founder warrants being purchased by them, at any time after the consummation of a business combination. Furthermore, these holders have unlimited piggy-back registration rights on registration statements filed subsequent to such dates.

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UNDERWRITING

CRT Capital Group LLC is acting as sole bookrunning manager of the offering and is acting as the sole representative of the underwriters named below. In accordance with the terms and conditions contained in the underwriting agreement, the underwriters have agreed to purchase from us, on a firm commitment basis, all of the units in the Offering indicated opposite their name in the table below:

A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to the approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units if they purchase any of the units.

The underwriters propose to offer some of the units directly to the public at the public offering price set forth on the cover page of this prospectus and some of the units to dealers at the public offering price less a concession not to exceed $0.156 per unit. The underwriters may allow, and dealers may reallow, a concession not to exceed $0.10 per unit on sales to other dealers.

Prior to the closing of this offering, two of the underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., will loan to certain of the founders $500,000 to be used to purchase a portion of the founder warrants. Such loan will be secured by a pledge of 500,000 founder warrants. The founders will not be required to repay this loan unless a business combination is completed. Under the terms of the note, within five business days after the completion of the business combination, the founders will transfer to CRT Capital Group LLC and I-Bankers Securities, Inc. 500,000 of the founder warrants. Such 500,000 founder warrants and the pledged founder warrants have been deemed compensation by the NASD and are therefore subject to a 180-day lock-up under Rule 2710(g)(1) of the NASD Conduct Rules.  Additionally, such securities may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person, for a period of 18 months (including the foregoing 180-day period) following the date of this prospectus, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. In addition, within five business days after the expiration of the escrow period, the founders will repay the principal amount of the loan to CRT Capital Group LLC and I-Bankers Securities, Inc.

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.

——————

(1)

The offering expenses are estimated to be approximately $620,000.

The amounts paid by us in the table above include $5,625,000 in deferred underwriting discounts and commissions, an amount equal to 3.75% of the gross proceeds of the unit offering, which will be placed in the trust account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company, until our completion

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of an initial business combination as described in this prospectus. At that time, the deferred underwriting discounts and commissions, less $0.30 for each share of common stock converted to cash in connection with our initial business combination, will be released to the underwriters out of the balance held in the trust account. If we do not complete a business combination within the required time period and the trustee must distribute the balance of the trust account, the underwriters have agreed that (i) on our liquidation they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) the deferred underwriters’ discounts and commission will be distributed on a pro rata basis among the public stockholders, together with any accrued interest thereon, net of taxes payable.

Warrant Solicitation Fee

We have engaged CRT Capital Group LLC, as representative of the underwriters, on a non-exclusive basis, as our agent for the solicitation of the exercise of the warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and regulations of the SEC, we have agreed to pay the representative for bona fide services rendered a commission equal to 2% of the exercise price for each warrant exercised more than one year after the date of this prospectus if the exercise was solicited by the underwriters at our request. In addition to soliciting, either orally or in writing, the exercise of the warrants, the representative’s services may also include disseminating information, either orally or in writing, to warrantholders about us or the market for our securities, and assisting in the processing of the exercise of warrants.

No compensation will be paid to the representative upon the exercise of the warrants if:

·

the market price of the underlying shares of common stock is lower than the exercise price;

·

the holder of the warrants has not confirmed in writing that the underwriters solicited his, her or its exercise;

·

the warrants are held in a discretionary account;

·

the warrants are exercised in an unsolicited transaction; or

·

the arrangement to pay the commission is not disclosed in the prospectus provided to warrantholders at the time of exercise.

Purchase Option

We have also agreed to sell to CRT Capital Group LLC and I-Bankers Securities, Inc. for $100, an option to purchase up to a total of 1,125,000 units, consisting of one share of common stock and one warrant, at $8.80 per unit, commencing on the later of the consummation of the business combination and one year after the date of this prospectus and expiring five years after the date of this prospectus. The warrants underlying the units will have terms that are identical to those being issued in this offering, except that the warrants underlying such units will expire five years from the date of this prospectus.

The purchase option, the 1,125,000 units, the 1,125,000 shares of common stock and the 1,125,000 warrants underlying the units, and the 1,125,000 shares of common stock underlying the warrants, have been deemed compensation by the NASD and are therefore subject to a 180-day lock-up under Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, such securities may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person, for a period of 18 months (including the foregoing 180-day period) following the date of this prospectus, except to any underwriter and selected dealer 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 holder of the purchase option will be entitled to one demand and unlimited piggy-back registration rights for a period of five and seven years, respectively, following the completion of the offering.

Pricing of Securities

We have been advised that the underwriters propose to offer the units to the public at the offering price set forth on the cover page of this prospectus.

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Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between our management and the underwriters and were based on the respective analyses based on publicly available information and their respective experiences and expertise of the amount that could be raised for us and the likelihood of finding an Israeli or Israel-related acquisition candidate. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, include:

·

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

·

prior offerings of those companies;

·

our prospects for acquiring an operating business at attractive values;

·

our capital structure;

·

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

·

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

·

other factors as were deemed relevant.

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

Regulatory Restrictions on Purchase of Securities

Rules of the SEC may limit the ability of the underwriters to bid for or purchase our securities before the distribution of the securities is completed. Pursuant to Regulation M promulgated under the Securities Exchange Act of 1934, as amended, the distribution will end when (i) all of the units have been distributed, (ii) there are no more selling efforts, (iii) there is no more stabilization, and (iv) the over-allotment option has been exercised or has expired. 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 pegging, fixing or maintaining the price of our securities, so long as stabilizing bids do not exceed the maximum price specified in Regulation M, which generally requires, among other things, that no stabilizing bid shall be initiated at or increased to a price higher than the lower of the offering price or the highest independent bid for the security on the principal trading market for the security.

·

Over-Allotments and Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the underwriters may engage in covering transactions by purchasing our securities in the open market.

·

Penalty Bids. The underwriters 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 transactions may cause the price of the securities to be higher than they would be in the absence of these transactions.

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

Other Terms

Although they are not obligated to do so, the underwriters may introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future, but the underwriters have advised us that there are no preliminary agreements or understandings between the underwriters and any potential targets in connection with a business combination or raising additional capital.

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

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Indemnification

We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in this respect.

Listing of Units, Shares of Common Stock and Warrants

We anticipate that our units, shares of common stock and warrants will be approved for listing on the American Stock Exchange under the following symbols:

Foreign Regulatory Restrictions on Purchase of the Units

We have not taken any action to permit a public offering of the units outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of units and the distribution of the prospectus outside the United States.

Italy. This offering of the units has not been cleared by Consob, the Italian Stock Exchanges regulatory agency of public companies, pursuant to Italian securities legislation and, accordingly, no units may be offered, sold or delivered, nor may copies of this prospectus or of any other document relating to the units be distributed in Italy, except (1) to professional investors (operatori qualificati); or (2) in circumstances which are exempted from the rules on solicitation of investments pursuant to Decree No. 58 and Article 33, first paragraph, of Consob Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the units or distribution of copies of this prospectus or any other document relating to the units in Italy under (1) or (2) above must be (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Decree No. 58 and Legislative Decree No. 385 of September 1, 1993, or the Banking Act; and (ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in Italy and their characteristics; and (iii) in compliance with any other applicable laws and regulations.

Germany. The offering of the units is not a public offering in the Federal Republic of Germany. The units may only be acquired in accordance with the provisions of the Securities Sales Prospectus Act (Wertpapier-Verkaufspropsektgestz), as amended, and any other applicable German law. No application has been made under German law to publicly market the units in or out of the Federal Republic of Germany. The units are not registered or authorized for distribution under the Securities Sales Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion. Therefore, this prospectus is strictly for private use and the offering is only being made to recipients to whom the document is personally addressed and does not constitute an offer or advertisement to the public. The units will only be available to persons who, by profession, trade or business, buy or sell shares for their own or a third party’s account.

France. The units offered by this prospectus may not be offered or sold, directly or indirectly, to the public in France. This prospectus has not been or will not be submitted to the clearance procedure of the Autorité des Marchés Financiers, or the AMF, and may not be released or distributed to the public in France. Investors in France may only purchase the units offered by this prospectus for their own account and in accordance with articles L. 411-1, L. 441-2 and L. 412-1 of the Code Monétaire et Financier and decree no. 98-880 dated October 1, 1998, provided they are “qualified investors” within the meaning of said decree. Each French investor must represent in writing that it is a qualified investor within the meaning of the aforesaid decree. Any resale, directly or indirectly, to the public of the shares offered by this prospectus may be effected only in compliance with the above mentioned regulations.

“Les actions offertes par ce document d’information ne peuvent pas être, directement ou indirectement, offertes ou vendues au public en France. Ce document d’information n’a pas été ou ne sera pas soumis au visa de l’Autorité des Marchés Financiers et ne peut être diffusé ou distribué au public en France. Les investisseurs en France ne

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peuvent acheter les actions offertes par ce document d’information que pour leur compte propre et conformément aux articles L. 411-1, L. 441-2 et L. 412-1 du Code Monétaire et Financier et du décret no. 98-880 du 1 octobre 1998, sous réserve qu’ils soient des investisseurs qualifiés au sens du décret susvisé. Chaque investisseur doit déclarer par écrit qu’il est un investisseur qualifié au sens du décret susvisé. Toute revente, directe ou indirecte, des actions offertes par ce document d’information au public ne peut être effectuée que conformément à la réglementation susmentionnée.”

Switzerland. This prospectus may only be used by those persons to whom it has been directly handed out by the offeror or its designated distributors in connection with the offer described therein. The units are only offered to those persons and/or entities directly solicited by the offeror or its designated distributors, and are not offered to the public in Switzerland. This prospectus constitutes neither a public offer in Switzerland nor an issue prospectus in accordance with the respective Swiss legislation, in particular but not limited to Article 652A Swiss Code Obligations. Accordingly, this prospectus may not be used in connection with any other offer, whether private or public and shall in particular not be distributed to the public in Switzerland.

United Kingdom. In the United Kingdom, the units offered by this prospectus are directed to and will only be available for purchase to a person who is an exempt person as referred to at paragraph (c) below and who warrants, represents and agrees that: (a) it has not offered or sold, and will not offer or sell, any units offered by this prospectus to any person in the United Kingdom except in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of section 85 of the Financial Services and Markets Act 2000 (as amended) (“FSMA”); and (b) it has complied and will comply with all applicable provisions of FSMA and the regulations made thereunder in respect of anything done by it in relation to the units offered by this prospectus in, from or otherwise involving the United Kingdom; and (c) it is a person who falls within the exemptions to Section 21 of the FSMA as set out in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“the Order”), being either an investment professional as described under Article 19 or any body corporate (which itself has or a group undertaking has a called up share capital or net assets of not less than £500,000 (if more than 20 members) or otherwise £5 million) or an unincorporated association or partnership (with net assets of not less than £5 million) or is a trustee of a high value trust or any person acting in the capacity of director, officer or employee of such entities as defined under Article 49(2)(a) to (d) of the Order, or a person to whom the invitation or inducement may otherwise lawfully be communicated or cause to be communicated. The investment activity to which this document relates will only be available to and engaged in only with exempt persons referred to above. Persons who are not investment professionals and do not have professional experience in matters relating to investments or are not an exempt person as described above, should not review nor rely or act upon this document and should return this document immediately. It should be noted that this document is not a prospectus in the United Kingdom as defined in the Prospectus Regulations 2005 and has not been approved by the Financial Services Authority or any competent authority in the United Kingdom.

Israel. The units offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (ISA). The units may not be offered or sold, directly or indirectly, to the public in Israel. The ISA has not issued permits, approvals or licenses in connection with the offering of the units or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the units being offered. Any resale, directly or indirectly, to the public of the units offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

Sweden. Neither this prospectus nor the units offered hereunder have been registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (as amended), nor will such registration or approval be sought. Accordingly, this prospectus may not be made available nor may the units offered hereunder be marketed or offered for sale in Sweden other than in circumstances which are deemed not to be an offer to the public in Sweden under the Financial Instruments Trading Act. This prospectus may not be distributed to the public in Sweden and a Swedish recipient of the prospectus may not in any way forward the prospectus to the public in Sweden.

Norway. This prospectus has not been produced in accordance with the prospectus requirements laid down in the Norwegian Securities Trading Act 1997, as amended. This prospectus has not been approved or disapproved by, or registered with, either the Oslo Stock Exchange or the Norwegian Registry of Business Enterprises. This prospectus may not, either directly or indirectly be distributed to Norwegian potential investors.

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Denmark. This prospectus has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act No. 171 of 17 March 2005, as amended from time to time, or any Executive Orders issued on the basis thereof and has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other public authority in Denmark. The offering of units will only be made to persons pursuant to one or more of the exemptions set out in Executive Order No. 306 of 28 April 2005 on Prospectuses for Securities Admitted for Listing or Trade on a Regulated Market and on the First Public Offer of Securities exceeding EUR 2,500,000 or Executive Order No. 307 of 28 April 2005 on Prospectuses for the First Public Offer of Certain Securities between EUR 100,000 and EUR 2,500,000, as applicable.

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LEGAL MATTERS

Proskauer Rose LLP will pass upon the validity of the securities offered in this prospectus for us. Certain legal matters with respect to this offering will be passed upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EXPERTS

The financial statements included in this prospectus have been audited by Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their report appearing herein and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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 of 1933, as amended, 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.

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ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

INDEX TO FINANCIAL STATEMENTS

F-1

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Advanced Technology Acquisition Corp.

We have audited the accompanying balance sheet of Advanced Technology Acquisition Corp. (a development stage corporation) (the “Company”) as of December 31, 2006, and the related statements of operations, changes in stockholders’ equity and cash flows for the period August 24, 2006 (inception) to December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Advanced Technology Acquisition Corp. (a development stage corporation) as of December 31, 2006, and the results of its operations and its cash flows for the period August 24, 2006 (inception) to December 31, 2006 in conformity with United States generally accepted accounting principles.

/s/ Brightman Almagor & Co.
A member of Deloitte Touche Tohmatsu

February 15, 2007 except for Note 5 and 6 for which the date is April 4, 2007
Tel Aviv, Israel

F-2

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

BALANCE SHEET

The accompanying Notes are an integral part of these Financial Statements.

F-3

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

STATEMENT OF OPERATIONS

The accompanying Notes are an integral part of these Financial Statements.

F-4

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying Notes are an integral part of these Financial Statements.

F-5

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

STATEMENT OF CASH FLOWS

The accompanying Notes are an integral part of these Financial Statements.

F-6

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

1. Organization, Business Operations and Significant Accounting Policies

Advanced Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on August 24, 2006 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following its initial business combination.

At December 31, 2006, the Company had not yet commenced any operations. All activities through December 31, 2006 relate to the Company’s formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year-end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of up to 18,750,000 units (“Units”) exclusive of over-allotment which is discussed in Note 2 (“Proposed Offering”). Substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward consummating a business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following the Company’s initial business combination (“Business Combination”). The Company’s management has complete discretion in identifying and selecting the target business. 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 98.5% or $147,750,000 of the gross proceeds from the Proposed Offering will be held in a trust account (“Trust Account”) until the earlier of (i) the completion of a Business Combination and (ii) 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, prospective target businesses or other entities it engages execute agreements with the Company waiving any right in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. 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 initial and continuing general and administrative expenses (including formation expenses). The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. The Company will proceed with the initial business combination only if both 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 exercise their conversion rights described below. All of the Company’s stockholders prior to the Proposed Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their founding 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, the Company will offer each of its Public Stockholders the right to have such stockholder’s shares of common stock converted into cash if the stockholder votes against the business combination. 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, less any remaining tax liabilities relating to interest income, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Proposed Offering. Public Stockholders who convert their stock into their share of the trust account retain their warrants. The Company will not complete any proposed business combination for which our Public Stockholders owning 40% or more of the shares sold in this offering both vote against a business combination and exercise their conversion rights.

The Company’s Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Proposed Offering, or 24 months from the consummation of the Proposed Offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the consummation of the Proposed Offering and the business combination relating thereto has not yet been

F-7

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

1. Organization, Business Operations and Significant Accounting Policies – (continued)

consummated within such 18-month period. 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 2).

Deferred Taxes

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The 6,250,000 Shares issued to the Company’s initial stockholders were issued for $0.004 per share, which is considerably less than the proposed IPO per share price. Under the provisions of FASB No. 128 and SAB Topic 4:D such shares have been assumed to be retroactively outstanding for the period since inception. Since there are no potentially dilutive securities and there is a net loss, basic and diluted loss per share are identical.

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.

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

2. Proposed Public Offering

The Proposed Offering calls for the Company to offer for public sale up to 18,750,000 Units at a proposed offering price of $8.00 per Unit (plus up to an additional 2,812,500 units solely to cover over-allotments, if any). Each Unit consists of one share of the Company’s common stock and one Redeemable Common Stock Purchase Warrants (“Warrants”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing 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 after the Warrants become exercisable, if, and only if, the last sales price of the Company’s common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption. The Company has agreed to pay to the underwriters in the Proposed Offering an underwriting discount of 3.25% of the gross proceeds of the Proposed Offering and an additional contingent fee of 3.75% of the gross proceeds of the Proposed Offering. Such additional contingent fees are payable after the consummation of the initial business combination. The Company will also issue additional 3,625,000 warrants to certain of its initial stockholders (“founder warrants”) in the amount of $3,625,000, which is to take place in a private placement simultaneously with the consummation of this offering.

3. Deferred Offering Costs

Deferred offering costs consist principally of legal fees, underwriters’ fees and travel expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the receipt of the capital raised.

F-8

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

4. Notes and Other Payables to Stockholders

The Company issued $219,000 unsecured promissory notes to certain of its Initial Stockholders on September 14, 2006. In addition, those Initial Stockholders paid on behalf of the Company an additional $74,842 as of December 31, 2006 and $120,930 (Unaudited) as of March 31, 2007 of liabilities relating to the Proposed Offering. The notes and other payables to stockholders are non-interest bearing and are payable on the earlier of September 14, 2007 and the consummation of the Proposed Offering, and may be extended for up to 12 months from the date of the offering at the discretion of management. Due to the short-term nature of the notes, the fair value of the notes approximates their carrying amount.

5. Commitments and Contingencies

The Company presently occupies office space provided by certain of the Initial Stockholders. Such stockholders have 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 to pay such stockholders $10,000 per month for such services commencing on the effective date of the Proposed Offering.

The initial stockholders will be entitled to make up to two demands that the Company register their shares pursuant to an agreement to be signed in connection with the IPO. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which the lock-up period expires. In addition, these stockholders have unlimited piggy-back registration rights on registration statements filed subsequent to such date. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Certain of the initial stockholders have committed to purchase an aggregate of 3,625,000 warrants (the “founder warrants”) from the Company in a private placement pursuant to the exemption from registration contained in Section 4(2) of the Securities of Act of 1933, as amended. The warrants will be sold for a total purchase price of $3,625,000, or $1.00 per warrant. The private placement is to take place simultaneously with the consummation of the Proposed Offering. Each warrant is exercisable to one share of common stock. The exercise price on the warrants is $6.00. The holders of the founder warrants are entitled, at any time and from time to time, to exercise the founder warrants on a cashless basis at the discretion of the holder.

The Company has also agreed to sell to the underwriters for $100, as additional compensation, an option to purchase up to a total of 1,125,000 units at a price of $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus, except that the warrants underlying such units will expire five years from the date of this prospectus. The sale of the option will be accounted for as a cost attributable to the offering. Accordingly, there will be no impact on the Company’s financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company estimates that the fair value of this option is approximately $4,171,000 ($3.70 per unit) using a Black-Scholes option-pricing model. The fair value of the option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 50.3%, (2) risk-free interest rate of 4.49% and (3) expected life of five years. The expected volatility in the preceding sentence was calculated as an average of the volatilities of publicly-traded technology companies in the United States, with a market capitalization between $150 million and $400 million, as of March 31, 2007, which are Israeli or Israel-related. The holder of the purchase option will be entitled to one demand and unlimited piggy-back registration rights for a period of five and seven years, respectively, following the completion of the Proposed Offering.

6. Redeemable Common Stock

Following the change in structure of the Proposed Offering the Company was granted a right to cancel up to an aggregate of 1,562,500 shares of common stock held by existing stockholders in the event that the collective ownership of such persons or entities exceeds 20.0% following the completion of the contemplated offering and the exercise of the over-allotment option (if any) by the underwriters. This right is exercisable for the five-day period

F-9

ADVANCED TECHNOLOGY ACQUISITION CORP.
(A Development Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

6. Redeemable Common Stock – (continued)

following the earlier to occur of the expiration or termination of the underwriters’ option to purchase up to 2,812,500 additional units to cover over-allotments or the exercise in full by the underwriters of such option. In accordance with the agreement with the underwriters, the Company will exercise this right to cancel shares only in an amount sufficient to cause the existing stockholders to maintain control over 20.0% of our outstanding shares after giving effect to the offering and the exercise, if any, of the underwriters’ over-allotment option. Although the right was granted subsequent to the issuance of the financial statements, the full amount of 1,562,500 shares are presented as redeemable common stock outside the Company’s permanent equity.

7. Preferred Stock

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

F-10