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As filed with the Securities and Exchange Commission on January 17, 2007

Securities Act File No. 333-138391

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PLATFORM ACQUISITION CORP. INTERNATIONAL

(Exact name of Registrant as specified in charter)

330 Primrose Road

Suite 300

Burlingame, California 94010

(650) 696-3877

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

Drew Tanzman, Chief Executive Officer

Platform Acquisition Corp. International

330 Primrose Road

Suite 300

Burlingame, California 94010

(650) 696-3877

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

Copies to:

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

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

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:  ¨

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

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

Subject to Completion

Preliminary Prospectus dated January 17, 2007

PROSPECTUS

$100,000,002

PLATFORM ACQUISITION CORP. INTERNATIONAL

16,666,667 Units

Platform Acquisition Corp. International is a blank check company recently formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more operating businesses in the service delivery platform sector. If we are unable to complete such an acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if certain extension criteria are satisfied), we will dissolve and liquidate, returning the proceeds of this offering, less certain costs specified herein, to the investors. This is an initial public offering of our securities. Each unit that we are offering consists of:

The units are being offered at a price of $6.00 each. Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00. Each warrant will become exercisable on the later of our completion of a business combination or 12 months from the date of this prospectus, and will expire on the fifth anniversary of the date of this prospectus, or earlier upon redemption.

Certain of our directors or their affiliates have agreed to purchase, in a private placement that will occur prior to the effective date of this offering, 416,667 insider units at a price of $6.00 per unit ($2,500,002 in the aggregate). All such insider units will be identical to the units offered in this offering, except that: (i) subject to certain limited exceptions, none of such insider units will be transferable or salable until after we complete a business combination; (ii) the common stock included in the insider units will not have any rights to liquidating distributions if we fail to consummate a business combination; (iii) the holders of the insider units may not exercise conversion rights with respect to the shares of common stock included in the insider units; (iv) in connection with the vote required for our initial business combination, the shares of common stock included in the insider units must be voted in the same way as the holders of the majority of the shares sold to the public in this offering; and (v) the warrants included in the insider units are not subject to redemption if held by the initial holders thereof or their permitted transferees and may be exercised on a “cashless basis.” The private placement will result in $2,500,002 in net proceeds to us. All proceeds from the private placement will be placed in the trust account upon completion of the offering.

Certain of our directors or their affiliates have agreed to make a loan to us in the amount of $2,500,000, which loan proceeds will be placed in the trust account upon completion of the offering. Such loan will only be repaid upon the consummation of our initial business combination as described in this prospectus. At that time, the loan amount of $2,500,000 (less amounts the lender(s) have agreed to forego with respect to any shares public stockholders have elected to convert into cash pursuant to their conversion rights) will be released to the lender(s) out of the balance held in the trust account. If we are unable to consummate a business combination and we dissolve and the trustee is required to liquidate the trust account, the lenders(s) have agreed that (i) they will forfeit any rights or claims to the loan amount and (ii) the loan amount will be distributed on a pro rata basis among the public stockholders.

We have granted the underwriter a 45-day option to purchase up to 2,500,000 additional units solely to cover over-allotments, if any (over and above the 16,666,667 units referred to above).

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be quoted on the OTC Bulletin Board promptly after the date of this prospectus. Each of the common stock and warrants will begin separate trading 20 days after the earlier of the expiration of the underwriter’s over-allotment option or the exercise in full by the underwriter of such option. Once the common stock and warrants comprising the units begin separate trading, we anticipate that the common stock and warrants will be traded on the OTC Bulletin Board.

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.

Of the net proceeds we receive from this offering, the private placement and the loan, $100,000,002 or $6.00 per unit (or $114,560,000, or $5.98 per unit, if the underwriter’s over-allotment option is exercised in full), including deferred underwriting discounts and commissions of $5,400,000 (or $6,210,000 if the underwriter’s over-allotment option is exercised in full), will be deposited into a trust account at JPMorgan Chase Bank, N.A.

We are offering the units for sale on a firm-commitment basis. The underwriter expects to deliver our securities to investors in the offering through the Depository Trust Company on or about [·], 2007.

FTN Midwest Securities Corp.

[                    ], 2007

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements, and the notes and schedules related thereto. Unless otherwise stated in this prospectus, references to “we,” “us” or “our” refer to Platform Acquisition Corp. International. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter has not exercised its over-allotment option.

Unless we tell you otherwise, the term “business combination” as used in this prospectus means an acquisition, directly or through one or more subsidiaries, of (or of control of) one or more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase or other transaction. In addition, unless we tell you otherwise, the term “initial stockholders” as used in this prospectus refers to the individuals who hold 4,166,667 shares of our common stock, which constitute all of the issued and outstanding shares as of the date of this prospectus. Further, unless we tell you otherwise, the term “public stockholders” as used in this prospectus refers to those persons that purchase the securities offered by this prospectus. Our initial stockholders, the members of our management and the participants in the private placement will agree prior to the completion of this offering not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination. Unless the context indicates otherwise, numbers in this prospectus have been rounded and are, therefore, approximate.

Our Company

We are a blank check company incorporated under the laws of Delaware on May 1, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more operating businesses in the service delivery platform sector. By service delivery platform sector, we mean a company engaged in the business of improving the link between customers and the providers of services or products through better technology, logistics, information, or a combination of these. We have not identified or been provided with the identity of, or had any direct or indirect contact with, any target business. No person acting on our behalf has taken any direct or indirect measures to identify or contact a target business. We have not been approached by a third party offering any target business to us.

Through the members of our management team and our directors, we have extensive contacts and sources from which to generate acquisition opportunities in the service delivery platform sector. These contacts and sources include private equity and venture capital funds, public and private companies, investment bankers, attorneys and accountants. The members of our management team intend to maintain relationships with a significant number of private equity and venture capital funds.

While we may seek to effect business combinations with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value is, either individually or collectively, equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the over-allotment option is exercised in full, and excluding the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition.

We expect one or more members of our current management team to continue to serve on our board of directors and to be involved in day-to-day operations following consummation of our initial business combination, subject to our specific needs and continued election by the stockholders.

Our executive offices are located at 330 Primrose Road, Suite 300, Burlingame, California 94010, and our telephone number is (650) 696-3877.

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Our Initial Stockholders

On September 1, 2006, we issued, for $6,000 in the aggregate, 4,166,667 shares of our common stock to our initial stockholders as follows:

The common stock held by the initial stockholders will be subject to lock-up agreements restricting its sale or other transfer until one year after our initial business combination is completed. These lock-up agreements cannot be waived. These lock-up agreements do not prevent the natural persons who hold equity interests in Mark Capital Management, LLC and Tiburon S.A. from selling or transferring such interests. In addition, each of Mark Capital Management, LLC and Tiburon S.A. may issue additional equity interests to their existing equity holders or new equity holders.

Terms of the Offering

We are seeking to raise approximately $100,000,000 in this offering (or approximately $115,000,000 if the underwriter’s over-allotment option is exercised in full). As discussed elsewhere in this prospectus, our initial business combination must be with one or more operating businesses whose fair market value is at least equal to 80% of our net assets. If we acquire a controlling, but less than 100%, interest in the target business, such controlling interest must have a fair market value equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000 (or $6,210,000, if the underwriter’s over-allotment option is exercised in full) and the $2,500,000 loan) at the time of execution of a definitive agreement for the acquisition. As a result, we believe that an initial public offering of $100,000,000 will enable us to effect an initial business combination for consideration in the range of approximately $75,000,000 to approximately $300,000,000, depending on whether any of the consideration is comprised of stock and our ability to finance the business combination with debt financing. We have not identified any potential target for our initial business combination. However, we believe that the most likely candidates will be private companies or operating businesses with a valuation in that range. We believe that businesses that can be purchased for this amount are most likely to be able to operate on a merged basis with us as a stand alone publicly traded reporting company. We believe that an initial public offering providing less net proceeds than this offering would make it more difficult for us to find a suitable acquisition target. On the other hand, if we were to raise substantially more than $100,000,000 (or $115,000,000 if the underwriter’s over-allotment option is exercised in full), we would have to effect our initial business combination with a significantly larger private company (or complete several acquisitions concurrently). We believe the number of potentially available acquisition candidates of this kind is limited. While the decision to raise $100,000,000 (or $115,000,000 if the underwriter’s over-allotment option is exercised in full) is inherently subjective, we have concluded it is an appropriate amount. Having set the overall size of our offering, our management has prepared a budget for our anticipated costs, essentially related to the costs of completing this offering and the identification of an acquisition target and the negotiation, preparation and consummation of an acquisition, with a view to putting as much of the offering proceeds as possible in trust. All offering proceeds in excess of what we anticipate needing to complete this offering and to identify an acquisition target and complete a business combination will be put in trust for the benefit of the purchasers of units in this offering. As set forth under “Use of Proceeds,” we are committed to putting $100,000,002 (including deferred underwriting discounts and commissions of $5,400,000), or $114,560,002 (including deferred underwriting discounts and commissions of $6,210,000) if the underwriter’s

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over-allotment option is exercised in full, into a trust account. We believe that the initial unit price of $6.00 is appropriate to attract investors while meeting our projected needs and we note that other blank check companies have used similar price-ranges.

Private Placement

Certain of our directors or their affiliates have agreed to purchase from us an aggregate of 416,667 insider units, at $6.00 per unit, in a private placement that will occur prior to the effective date of this offering. All such insider units will be identical to the units offered in this offering, except that: (i) subject to certain limited exceptions, none of the insider units will be transferable or salable until after we complete a business combination; (ii) the common stock included in the insider units will not have any rights to liquidating distributions if we fail to consummate a business combination; (iii) the holders of the insider units may not exercise conversion rights with respect to the shares of common stock included in the insider units; (iv) in connection with the vote required for our initial business combination, the shares of common stock included in the insider units must be voted in the same way as the holders of the majority of the shares sold to the public in this offering; and (v) the warrants included in the insider units are not subject to redemption if held by the initial holders thereof or their permitted transferees and may be exercised on a “cashless basis.” The $2,500,002 of net proceeds from the sale of these insider units will be added to the portion of the proceeds from this offering to be held in the trust account pending the completion of our initial business combination.

Loan

Certain of our directors or their affiliates have agreed to make a loan to us in the amount of $2,500,000, which loan proceeds will be placed in the trust account upon completion of the offering. Such loan will only be repaid upon the consummation of our initial business combination as described in this prospectus. At that time, the loan amount of $2,500,000 (less amounts the lender(s) have agreed to forego with respect to any shares public stockholders have elected to convert into cash pursuant to their conversion rights) will be released to the lender(s) out of the balance held in the trust account. If we are unable to consummate a business combination and we dissolve and the trustee is required to liquidate the trust account, the lenders(s) have agreed that (i) they will forfeit any rights or claims to the loan amount and (ii) the loan amount will be distributed on a pro rata basis among the public stockholders.

Executive Officer and Director Compensation

No executive officer, director or initial stockholder, or any affiliate thereof, has received any compensation for services rendered.

Each of our officers and directors, other than Mark Nordlicht, purchased and holds shares of our common stock. The shares of our common stock held by our initial stockholders are subject to lock-up agreements restricting their sale until one year after a business combination is completed. These lock-up agreements cannot be waived. These lock-up agreements do not prevent the natural persons who hold equity interests in Mark Capital Management, LLC and Tiburon S.A. from selling or transferring such interests. In addition, each of Mark Capital Management, LLC and Tiburon S.A. may issue additional equity interests to their existing equity holders or new equity holders.

After completion of this offering, our chief executive officer will receive annual compensation of $50,000. Our officers and directors will receive reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged; but no proceeds held in the trust account will be used to reimburse out-of-pocket expenses prior to a business combination.

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THE OFFERING

Common Stock:

      Number of shares issued and

      outstanding before this offering and

      Number of shares to be issued and

      outstanding after this offering and

Warrants:

      Number of warrants outstanding

      before this offering and the

      Number of warrants to be

      outstanding after this offering and

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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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, and the notes and schedules related thereto, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

The “as adjusted” information gives effect to the sale of the units in this offering and the application of the estimated net proceeds.

The working capital (as adjusted) and total assets (as adjusted) amounts include $100,000,002 that will be held in the trust account following the completion of this offering, including deferred underwriting discounts and commissions of $5,400,000, which will be available to us only upon the consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, we will be liquidated and the proceeds held in the trust account will be distributed solely to our public stockholders.

We will not proceed with a business combination that has been approved by a majority of shares of common stock voted by our stockholders if public stockholders owning 20% or more of the shares sold in this offering both vote against the business combination and exercise their conversion rights. Accordingly, we may effect a business combination only if public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights. If this occurred, we would be required to convert to cash up to approximately 19.99% of the 16,666,667 shares of common stock sold in this offering, or 3,331,667 shares of common stock, at an initial per share conversion price of $6.00. The actual per share conversion price will be equal to the amount in the trust account, excluding all accrued interest, at the close of business on the second business day prior to the proposed consummation of the business combination, divided by the number of shares of common stock sold in this offering.

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RISK FACTORS

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

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 nominal assets and no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire one or more operating businesses in the service delivery platform sector. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business combination. We cannot assure you as to when or if a business combination will occur.

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

We must complete a business combination with a fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000 or $6,210,000 if the over-allotment option is exercised in full and excluding the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition within 18 months after the consummation of this offering (or within 24 months after the consummation of this offering if a definitive agreement relating to a business combination has been executed within 18 months after the consummation of this offering). If we fail to consummate a business combination in the service delivery platform sector within the required time frame, we will be forced to dissolve and liquidate. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we approach the deadline for the consummation of a business combination. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination.

If we are forced to dissolve and liquidate before a business combination, our warrants will expire worthless.

There will be no distribution with respect to our outstanding warrants and, accordingly, the warrants will expire worthless if we liquidate the trust account as part of our plan of dissolution and distribution in the event we do not complete a business combination within the required time periods.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation distribution received by stockholders could be less than $6.00 per share.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, other entities we engage and prospective target businesses waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such waivers, or that such waivers will be valid and enforceable. Nor is there any guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek

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recourse against the trust account for any reason. We have no such waiver agreements in place at this time, nor do we have any indemnification agreements in place with any of our officers, directors or stockholders under which such parties would be personally liable for claims of vendors, service providers or target businesses to the extent the Company fails to obtain valid and enforceable waivers from such entities. Accordingly, the proceeds held in trust could be subject to claims which could take priority over the claims of our public stockholders and the per-share liquidation price could be less than $6.00 due to claims of such creditors.

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

We will dissolve and liquidate our trust account to our public stockholders 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 certain extension criteria are satisfied). 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 the board recommends and the 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 such liability of our stockholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

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

Since the net proceeds of this offering are intended to be used to complete a business combination with one or more operating businesses in the service delivery platform sector that have not been identified, we may be deemed to be a “blank check” company under the federal securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, upon consummation of this offering which will include an audited balance sheet demonstrating this fact, we believe that we are exempt from rules promulgated by the SEC to protect investors in blank check companies such as Rule 419 under the Securities Act of 1933, as amended, or Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. For example, whereas Rule 419 provides that any interest earned on proceeds deposited in trust shall be held for the sole benefit of the stockholders, 100% of the interest earned on the proceeds from this offering placed in the trust account will be available to us for payment of taxes on such interest and for our operating expenses. 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. For a more detailed comparison of this offering to offerings under Rule 419, see the section below entitled “Proposed Business—Comparison to offerings of blank check companies.”

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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:

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. We cannot assure you that we will obtain such stockholder approval in a timely manner or at all. 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, except that, to the extent the trust account earns interest or we are deemed to have earned income in connection therewith, we will be permitted to seek disbursements from the trust account to pay any federal, state or local tax obligations related thereto. Consequently, holders of a majority of our outstanding stock must approve our dissolution in order for public stockholders 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 currently selected any prospective target businesses with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of any particular target business’ operations.

Although we intend to focus our efforts on acquiring one or more operating businesses in the service delivery platform sector, we have not yet identified or approached any prospective target businesses. Accordingly, there is no reliable basis for you to evaluate the possible merits or risks of any particular target business’ operations. 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.

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We may issue 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 likely cause a change in control of our ownership.

Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. Immediately after this offering (assuming no exercise of the underwriter’s over-allotment option), there will be 144,583,331 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. This number of authorized but unissued shares of our common stock available following this offering was determined by subtracting from the 200,000,000 shares of common stock authorized pursuant to our Certificate of Incorporation:

Although we have no commitments as of the date of this offering to issue any securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of both, including through convertible debt securities, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of preferred stock, including upon conversion of any debt securities:

We may issue notes or other debt securities, assume debt of a target business, or otherwise incur substantial debt, to complete a business combination, which may increase our leverage.

We may choose to issue a substantial amount of notes or other debt securities, assume outstanding indebtedness of a target business, or opt to incur substantial bank debt, or a combination of the aforementioned, to complete a business combination. The issuance of notes or other debt securities, the assumption of a target business’s indebtedness, or the incurrence of debt:

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Our ability to operate successfully after a business combination will be largely dependent upon the efforts of the key personnel who will join us following a business combination, who may be unfamiliar with the requirements of operating a public company.

Our ability to successfully effect a business combination will be dependent upon the efforts of our key personnel. The future role of our management personnel following a business combination, however, cannot presently be fully ascertained. Specifically, our current officers have no obligation to remain with us subsequent to a business combination (nor have any indicated an intent to leave). Depending on the target company’s management composition, we may or may not negotiate to keep our current management or to keep the target company’s management in place following the business combination. A decision involving whether or not to keep our current management could result in conflicts of interest in our management’s evaluation of target businesses and could influence our negotiation of a potential business combination. If we do not keep our current management, we will have to employ other personnel following the business combination. While we intend to closely scrutinize any additional individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company as well as with United States securities laws which could cause us to have to expend time and resources helping them become familiar with such laws. This could be expensive and time-consuming, which would reduce our profitability, and could lead to various regulatory problems that would further increase costs and reduce profitability.

Our officers and directors will allocate their time to other businesses, which could produce conflicts of interest in their determination as to how much time to devote to our affairs and could cause us to be less efficient in completing an acquisition than a competitor.

We do not intend to have any full time employees prior to the consummation of a business combination. Each of our officers and directors is engaged in other business endeavors and is not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. This could cause us to be less efficient in completing an acquisition than a prospective competitor or otherwise have a negative impact on our ability to consummate a business combination. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. We cannot assure you that these conflicts will be resolved in our favor.

One of our directors is currently, and all of our officers and directors may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity, and in what priority, a particular business opportunity should be presented.

Mark Nordlicht, one of our directors, is currently affiliated with other “blank check” companies. In addition, all of our officers and directors may in the future become affiliated with other “blank check” companies. Our officers and directors may become aware of business opportunities which 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 affiliations, 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. Accordingly, they may have conflicts of interest in determining to which entity, and in what priority, a particular business opportunity should be presented. We have entered into agreements with our officers, directors and initial stockholders, under the terms of which each of them has agreed to present to us for our consideration any opportunity to acquire all or substantially all of the outstanding equity securities of, or otherwise acquire a controlling equity interest in, an operating business in the service delivery platform sector, provided that they are under no obligation to present to us any opportunity involving a business in the service delivery platform sector seeking a strategic combination with another operating business in the service delivery platform sector. The terms of these agreements do not obligate these individuals or entities to present any opportunities to us for consideration prior to presenting such opportunities

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to any other person or entity. No fees or compensation for investment banking or other advisory services will be payable to our officers, directors or initial stockholders, or any of their affiliates, under these agreements. We cannot assure you that any conflicts that do arise will be resolved in our favor.

Because certain of our directors and officers own shares of our common stock that will not participate in any liquidating distributions of the trust funds, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Certain of our directors and officers own shares of our common stock that were issued prior to this offering. Our initial stockholders will not have the right to receive distributions from the trust account upon our liquidation in the event we fail to complete a business combination within the time frame provided in this prospectus. The shares of our common stock owned by our directors and officers will be worthless if we do not consummate a business combination. The personal and financial interests of our management may influence their motivation in identifying and selecting target businesses and completing a business combination in a timely manner. Consequently, our directors’ and officers’ discretion in identifying and selecting suitable target businesses may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our 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 reduced.

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 Exchange Act. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

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

We may only be able to complete one initial business combination, which may cause us to be solely dependent on a single business and a limited number of products or services permanently or for an extended period.

This offering, the private placement and the loan will provide us with net proceeds of $100,000,002 (including deferred underwriting discounts and commissions of $5,400,000), which we may use to complete a business combination. While we intend subsequently to effect a business combination with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value, collectively, is at least equal to 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the over-allotment option is exercised in full and excluding the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition. We may not be able to acquire more than one target business because of various factors, including insufficient financing or the difficulties inherent in consummating the contemporaneous acquisition of more than

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one operating business. Therefore, it is possible that we will only be able to complete an initial business combination with a single operating business, which may have only a limited number of products or services. The resulting lack of diversification may:

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

In addition, since our business combination may entail the contemporaneous acquisition of several operating businesses and may be with different sellers, we will need to convince such sellers to agree that the purchase of their businesses is contingent upon the simultaneous closings of the other acquisitions.

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

Based upon publicly available information as of January 16, 2007, we have identified approximately 78 similarly structured companies which have gone public since 2003, of which 15 have actually consummated a business combination and 4 have begun or completed the dissolution process. As of such date, the remaining 59 companies have more than $4.3 billion in trust and are seeking to consummate business combinations. Of these companies, 24 have announced that they have entered into definitive agreements for business combinations but not yet consummated these transactions. In addition, while some of the companies must consummate their respective business combinations in specific industries, a significant number of them may consummate their business combinations in any industry they choose or have very broad definitions of the industries they will target. Therefore, we may be subject to competition from these and other companies as well as financial institutions and numerous other buyers for potential acquisitions. As a result, we face increased competition in targeting an operating business in this sector. Furthermore, there are a number of additional offerings for similarly structured companies that are still in the registration process but have not completed initial public offerings and there are likely to be more such companies filing registration statements for initial public offerings after the date of this prospectus and prior to the consummation of our initial business combination. We are not aware of any similarly structured company with a business plan similar to our plan of entering into a business combination with one or more operating businesses in the service delivery platform sector.

We cannot assure you that we will be able to successfully compete for an attractive business combination. In addition, because of this competition, we cannot assure you that we will be able to effectuate our initial business combination within the required time period. Further, the fact that only 15 of such companies have consummated a business combination and only 24 of such companies have entered into a definitive agreement for a business combination may be an indication that there are only a limited number of attractive targets available to similarly structured companies or that many targets are not inclined to enter into a transaction with a similarly structured company. Moreover, we will also compete with private equity funds, financial institutions and numerous other buyers for potential acquisitions. If we are unable to consummate an initial business combination within the required time period, we will be forced to dissolve and liquidate.

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

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

Any of these obligations may place us at a competitive disadvantage in successfully negotiating and completing a business combination.

In addition, because our business combination may entail the contemporaneous acquisition of several operating businesses and may be with several different sellers, we will need to convince such sellers to agree that the purchase of their businesses is contingent upon the simultaneous closings of the other acquisitions.

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

Our initial stockholders control a substantial interest in us and thus may influence certain actions requiring stockholder vote and could support proposals that are not in your interest.

Upon consummation of our offering, our initial stockholders will own 20% of our issued and outstanding shares of common stock. Including the private placement, our initial stockholders and certain of our directors or their affiliates will own a combined 21.57% of our issued and outstanding shares of common stock.

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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, our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome of the election of directors. Accordingly, our initial stockholders will continue to exert considerable control at least until the consummation of a business combination.

In connection with the vote required for our initial business combination, our initial stockholders and the holders of private placement units will agree prior to the completion of this offering to vote all of the shares of our common stock owned by them in the same manner as the holders of the majority of the shares sold to the public in this offering. Our initial stockholders, the members of our management and the participants in the private placement will agree prior to the completion of this offering not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination. Our initial stockholders will prior to the completion of this offering enter into lock-up agreements restricting the sale or other transfer of shares of our common stock until one year after a business combination is completed. These lock-up agreements cannot be waived.

Notwithstanding these agreements, we cannot assure you that our initial stockholders will not have considerable influence over us and that their interests will not conflict with that of the public stockholders.

You will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. The fact that our initial stockholders acquired their shares of common stock prior to this offering at a nominal price of approximately $0.00144 per share has significantly contributed to this dilution. Assuming this offering is completed, you and the other new investors will incur an immediate and substantial dilution of approximately 23.17% or $1.39 per share (the difference between the pro forma net tangible book value per share of $4.61 and the initial public offering price of $6.00 per unit).

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

In connection with this offering, as part of the units, we will be issuing warrants to purchase 38,333,334 shares of common stock (assuming full exercise of the underwriter’s over-allotment option). In connection with the private placement, as part of the units, we will also be issuing warrants to purchase 833,334 shares of common stock. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such warrants, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the 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 will experience dilution to your holdings.

If our initial stockholders and certain of our directors or their affiliates who participate in the private placement exercise their registration rights, it may have an adverse effect on the market price of our common stock, and the existence of these rights may make it more difficult to effect a business combination.

Our initial stockholders are, and those of our directors or their affiliates who participate in the private placement will be, entitled to demand that we register the resale of their shares of common stock in certain

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circumstances, including shares acquired upon the exercise of warrants. For more information, see “Certain Relationships and Related Transactions—Initial Share Issuances” in this prospectus. If our initial stockholders and those participants in the private placement exercise their registration rights with respect to all of the shares of common stock held by them immediately prior to the close of this offering (assuming the sale of 416,667 units in the private placement), then there will be an additional 4,583,334 shares of common stock eligible for trading in the public market. The presence of this additional 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 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.

You will be able to purchase the securities only if you reside in certain states or are an institutional investor as defined under applicable state securities laws. In addition, there may be restrictions under applicable state securities laws on your ability to resell the securities you purchase in the offering.

We intend to apply to register or qualify our securities, or will seek to obtain an exemption from registration, in only a very small number of states. You will be able to purchase securities in the offering only if you are a resident of one of these states or an institutional investor as defined under the securities laws of your state. The definition of an “institutional investor” varies from state to state but generally includes banks and other financial institutions, broker-dealers, insurance companies, pension or profit-sharing plans, and other qualified entities.

Even if you are able to purchase securities in this offering, your ability to resell your securities will also be limited by applicable state securities laws. You may be able to resell your securities only in the states in which the securities are registered or only to persons who qualify as institutional investors which may have an adverse impact upon the price of the securities.

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

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

Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares underlying the public warrants at the time that our warrant holders exercise their public warrants, we cannot guarantee that a registration statement will be effective, in which case our warrant holders may not be able to exercise our public warrants.

Holders of our public warrants will be able to exercise the warrants only if (i) a current registration statement under the Securities Act of 1933 relating to the shares of our common stock underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although we have undertaken in the warrant agreement, and therefore have a contractual obligation, to use our best efforts to maintain a current registration statement covering the shares underlying the public warrants following completion of this offering, to the extent required by federal securities laws, and we intend to comply with such undertaking, we cannot assure you that we will be able to do so. In no event shall we be liable for, or any registered holder of any warrant be entitled to receive, (a) physical settlement in securities unless the conditions and requirements set forth in the warrant agreement have been satisfied or (b) any net-cash settlement or other consideration in lieu of physical settlement in securities. The value of the public warrants may be greatly reduced if a registration statement

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covering the shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of public warrants reside. Holders of public warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their public warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to qualify the underlying securities for sale under all applicable state securities laws. The warrants included in the insider units are not subject to redemption if held by the initial holders thereof or their permitted transferees and may be exercised on a “cashless basis.”

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.

If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) our activities may be restricted, including:

each of which may make it difficult for us to complete a business combination.

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

We do not believe that our anticipated principal activities will subject us to the 1940 Act. To this end, the proceeds held in trust may only be invested by the trust agent in a money market fund fully collateralized by United States government securities. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 under the 1940 Act. Notwithstanding our belief that we are not required to comply with the requirements of such act, in the event that the stockholders do not approve a plan of dissolution and distribution 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 required to comply with the 1940 Act. If we were deemed to be subject to the 1940 Act, compliance with these additional regulatory burdens would require additional expense that we have not budgeted for.

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

We have agreed to sell, in a private-placement, 416,667 units to certain directors or their affiliates. This private placement of $2,500,002 in units is being made in reliance on an exemption from registration under the Securities Act. This exemption requires that there be no general solicitation of investors with respect to the sale of the private placement units. If this offering were deemed to be a general solicitation with respect to the units sold in the private placement, the offer and sale of such units would not be exempt from registration and the purchasers of those units could have a right to rescind their purchases. Rescinding purchasers could seek to recover the purchase price paid, with interest, or if they no longer own the securities, to receive damages. The agreement to be entered into for the private placement contains provisions under which the purchasers will waive any and all rights to assert present or future claims, including the right of rescission, against us with respect to their purchase of the private placement units, and have agreed to indemnify us against such claims. The possibility exists that the private placement could be reversed, that the waiver of rescission may be voidable by the purchasers in the private placement and that the consideration received by us in connection therewith may have to be repaid. In such event, we would be adversely affected if we have to fund this rescission.

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We may not be required to obtain an opinion from an unaffiliated, independent investment banking firm as to the fair market value of the target business.

The initial target businesses that we acquire must have a fair market value, individually or collectively, equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the underwriter’s over-allotment option is exercised in full and the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition. 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, cash flow and book value. We are not required to obtain an opinion from an unaffiliated, independent investment banking firm as to such fair market value, unless the target business is an affiliate of our officers, directors or initial stockholders.

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FORWARD LOOKING STATEMENTS

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

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

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USE OF PROCEEDS

The following table sets forth the proceeds we estimate we will receive from this offering:

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These are estimates only. We believe that $7,720,000 (assuming no exercise of the underwriter’s over-allotment option) will be sufficient to fund all of our expenses until we consummate our initial business combination within the time period and on the terms described in this prospectus or, if we fail to do so, until we complete our dissolution and liquidation as described in this prospectus.

We intend to use the net proceeds from the sale of the units to acquire one or more operating businesses in the service delivery platform sector.

Of the net proceeds from the offering, private placement and loan, $100,000,002 (including deferred underwriting discounts and commissions of $5,400,000), or $114,560,002 (including deferred underwriting discounts and commissions of $6,210,000) if the underwriter’s over-allotment option is exercised in full, will be placed in a trust account at JPMorgan Chase Bank, N.A. The proceeds will not be released from the trust account until the earlier of the completion of a business combination or as part of any plan of dissolution and distribution approved by our stockholders which would include liquidation of our trust account, except that to the extent the trust account earns interest, we may use 100% of the interest earned from the trust account to pay any federal, state or local tax obligations related thereto and for our expenses and reserves. 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. After payment of the deferred underwriting discounts and commissions (assuming no exercise of the underwriter’s over-allotment option), repayment of the loan and assuming conversion of 19.99% of the shares sold in the offering, we expect to have approximately $72,110,000 available to us from the trust account upon the consummation of the business combination. Depending on the total consideration paid to the sellers of the target business, and whether such consideration includes stock, cash on hand or borrowed money, it is possible that proceeds from the trust account will not be fully used as consideration for a business combination. In such event, amounts may be released from trust to the merged company upon completion of the business combination. These funds will remain assets of the merged company and may be used to finance the costs of the business combination, future operations and/or subsequent acquisitions. We may also use these funds to pay a finder’s fee in connection with a business combination. We have no agreements in place with any person at the date of this prospectus in respect to finder’s fees. Because we do not have any specific business combination under consideration and have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction, we are not able at this time to determine how, following a business combination, we would use any proceeds held in the trust account that are not used to consummate such business combination.

We intend to use the excess working capital for director and officer liability insurance premiums (approximately $550,000), compensation of our chief executive officer ($50,000 per annum, commencing upon the closing of this offering) and repayment of a loan from Mark Capital Management, LLC (approximately $80,000), with the balance of $4,540,000 (or $5,605,000 if the underwriter’s over-allotment option is exercised in full) being held in reserve. We have reserved approximately $300,000 for reimbursement of internal expenses incurred in connection with conducting due diligence reviews of prospective target businesses, including any out-of-pocket expenses incurred by our initial stockholders in connection with activities on our behalf. We expect that internal due diligence of prospective target businesses will be performed by some or all of our officers and directors. All payments to third parties for their performance of due diligence will be paid directly by us and will not be made by our initial stockholders. We have reserved approximately $1,800,000 for legal, accounting and other third party expenses, such as engaging market research and valuation firms, as well as other expenses of structuring and negotiating business combinations, including the making of a down payment or the payment of exclusivity or similar fees and expenses.

Mark Capital Management, LLC has advanced to us approximately $80,000, which funds were used to pay certain expenses of the offering including the SEC registration fee of $32,813 and the NASD filing fee of $31,167. These borrowings will be repaid upon the consummation of the offering out of the net proceeds not placed in trust.

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The net proceeds of this offering that are not immediately required for the purposes set forth above will be invested in a money market fund fully collateralized by United States government securities, so that we are not deemed to be an investment company under the 1940 Act. Notwithstanding our belief that we are not required to comply with the requirements of such act, in the event that the stockholders do not approve a plan of dissolution and distribution 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 required to comply with the 1940 Act. The interest income derived from investment of the net proceeds not held in trust during this period will be used to defray our general and administrative expenses, as well as costs relating to compliance with securities laws and regulations, including associated professional fees, until a business combination is completed.

We believe that, upon consummation of this offering, we will have sufficient available funds to operate for at least the next 24 months, assuming that a business combination is not consummated during that time.

100% of the interest income earned on the principal placed in the trust account will be distributed to us to pay any federal, state or local tax obligations related thereto and for our operating expenses and reserves.

No cash compensation will be paid to FTN Midwest Securities Corp. and its affiliates for services rendered to us prior to or in connection with the consummation of the business combination, except for customary investment banking fees and expenses and/or finders fees in connection with that business combination approved by our directors. Our chief executive officer will receive an annual salary of $50,000 commencing upon the closing of this offering. Our other directors and officers will receive no compensation from us. Members of management will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

A public stockholder will be entitled to receive funds, on a pro rata basis, from the trust account (including interest earned on the trust account net of taxes payable, which taxes, if any, shall be paid from the trust account) only in the event of our liquidation upon our failure to complete a business combination within the time frame provided in this prospectus or if that public stockholder were to seek to convert such shares into cash in connection with a business combination which the public stockholder previously voted against and which we actually consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock prior to consummation of our initial business combination. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, applicable law, and other factors that our board of directors deems relevant. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

DETERMINATION OF OFFERING PRICE

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

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 underwriter is unable to compare our financial results and prospects with those of public companies operating in the same industry.

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CAPITALIZATION

The following table sets forth our capitalization at October 17, 2006 on an actual basis and as adjusted to give effect to the sale of our units in this offering and the private placement and the application of the estimated net proceeds derived from the sale of our units (assuming no exercise of the underwriter’s over-allotment option). You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes and schedules, which are included elsewhere in this prospectus.

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DILUTION

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

At October 17, 2006, our net tangible book value was approximately $5,978, or approximately $0 per share of common stock. After giving effect to the sale of 16,666,667 shares of common stock included in the units sold in the offering and 416,667 shares of common stock included in the units sold in the private placement (but excluding shares issuable upon exercise of the warrants included in all such units), and the deduction of the underwriting discount and estimated expenses of this offering, our pro forma net tangible book value (as decreased by the value of 3,331,667 shares of common stock which may be converted into cash) at October 17, 2006 would have been approximately $73,895,980 or $4.12 per share, representing an immediate increase in net tangible book value of $4.61 per share to our initial stockholders and an immediate dilution of $1.88 per share or 31.33% to new investors not exercising their conversion rights.

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

Our pro forma net tangible book value after this offering has been reduced by approximately $19,990,000 because if we effect a business combination, the conversion rights to the public stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the amount in the trust account calculated as of two business days prior to the consummation of the proposed business combination, inclusive of any interest, divided by the number of shares sold in this offering.

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

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

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and the related notes and schedules included elsewhere in this prospectus.

We were formed on May 1, 2006, as a blank check company for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more operating businesses in the service delivery platform sector. We do not have any specific business combination under consideration, and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination. We intend to use cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, to finance the costs of a business combination, including any finder’s fee, future operations and/or subsequent acquisitions.

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):

Similarly, if we issue debt securities, the issuance could result in:

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

We estimate that the net proceeds from the offering, the private placement and the loan, after deducting offering expenses of approximately $620,002 and an underwriting discount of approximately $8,000,000 (or $9,050,000 if the underwriter’s over-allotment option is exercised in full), including $1,000,000 evidencing the underwriter’s non-accountable expense allowance of 1% of the gross proceeds, will be approximately $101,780,002 (including deferred underwriting discounts and commissions of $5,400,000), or $116,540,002 (including deferred underwriting discounts and commissions of $6,210,000) if the underwriter’s over-allotment option is exercised in full. Of this amount, $100,000,002 (including deferred underwriting discounts and commissions of $5,400,000), or $114,560,002 (including deferred underwriting discounts and commissions of

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$6,210,000) if the underwriter’s over-allotment option is exercised in full, will be held in trust and the remaining $1,780,000, or $1,980,000 if the underwriter’s over-allotment is exercised in full, will not be held in trust. We will use substantially all of the net proceeds of this offering to acquire one or more operating businesses, including identifying and evaluating prospective acquisition candidates, selecting one or more operating businesses, and structuring, negotiating and consummating the business combination. However, we may not use all of the proceeds in the trust 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 or debt securities. In that event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the costs of the business combination, including any finder’s fee, future operations and/or subsequent acquisitions.

We believe that, upon consummation of this offering and payment of certain expenses in connection with the offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we anticipate making the following expenditures:

A portion of the offering expenses, including the SEC registration fee and the NASD filing fee, have been funded from a loan in the amount of $80,000 we received from Mark Capital Management, LLC. This loan bears interest at a rate of 3% per annum and is repayable upon the consummation of the offering out of the net proceeds not placed in trust or on October 11, 2007, if the offering is not completed by that date.

Additionally, 100% of the interest income earned on proceeds from this offering, the private placement and the loan deposited in the trust account will be disbursed to us for use by us to pay income tax on such interest income and to pay any additional expenses.

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. To date, we have not had any discussions regarding obtaining additional financing.

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PROPOSED BUSINESS

We are a recently organized Delaware blank check company formed on May 1, 2006 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more operating businesses in the service delivery platform sector.

The Industry

Service delivery platforms are companies that seek to capture market share, and/or achieve market strength, by enhancing the customer experience through one or more of the following features:

Successful service delivery platforms also achieve operational distribution efficiencies that reduce costs and allow for better margins or lower prices than traditional channels. Service delivery platforms fundamentally improve the link between customers and service or product providers. These more efficient links are created and maintained through better technology, logistics, information, or a combination of these.

We will seek to acquire a high growth company owning a business platform that is positioned to transform the delivery of goods or services within the telecommunications, financial services or retail industry. Our implementation strategy consists of:

Specifically, we will look for companies in sectors undergoing fundamental changes that could potentially create significant market opportunities. Examples of these sectors include deregulating markets, such as some financial service sectors, and sectors undergoing substantial technological change, such as internet based companies targeting traditional niches, and industries whose traditional business model is under duress due to changing market conditions. We feel that companies in these sectors will experience revenue growth through increasing efficiencies and lowering customer costs, thereby creating new market opportunities.

Examples of sectors in the consumer services industry include, but are not limited to:

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Traits of Target Businesses

We have not established any priorities with respect to the sectors listed in which we will seek to consummate a business combination. In addition to traits previously outlined above, prospective target businesses are likely to exhibit some of the following characteristics:

Effecting a business combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to use cash derived from the proceeds of this offering, our capital stock, debt or a combination of these to effect a business combination involving one or more operating businesses in the service delivery platform sector. Any of the net proceeds of this offering not used for effecting a business combination are for working capital and are not otherwise being designated for any more

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specific purposes. Accordingly, prospective investors in this offering will make their decision whether to invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, one or more operating businesses which do not need substantial additional capital but which desire to establish a public trading market for their shares, while avoiding what they may deem to be adverse consequences of undertaking a public offering itself. We believe these include certain time delays, significant expense, loss of voting control and compliance with various federal and state securities laws.

We have not selected or approached any target businesses

We do not have any specific business combination under consideration and neither we, nor any representative acting on our behalf, has had any contacts with any target businesses regarding a business combination, nor taken any direct or indirect actions to locate or search for a target business regarding a business combination. Subject to the requirement that our initial business combination must be with one or more operating businesses in the service delivery platform sector that, collectively, have a fair market value of at least 80% of our net assets at the time of the acquisition, excluding deferred underwriter’s discounts and commissions and the loan, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting prospective acquisition candidates in the service delivery platform sector. If we acquire a controlling, but less than 100%, interest in the target business, such controlling interest must have a fair market value equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000 (or $6,210,000, if the underwriter’s over-allotment option is exercised in full) and the $2,500,000 loan) at the time of execution of a definitive agreement for the acquisition. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the particular industry in the service delivery platform sector in which we may ultimately operate or the target businesses with which we may ultimately complete a business combination.

Sources of target businesses

We anticipate that acquisition candidates may be brought to our attention by FTN Midwest Securities Corp., or from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals. We may pay to FTN Midwest Securities Corp. customary investment banking fees and expenses and/or finders fees in connection with a business combination approved by our directors. Our officers and directors may also bring to our attention acquisition candidates. We have entered into agreements with our officers, directors and initial stockholders, under the terms of which each of them has agreed to present to us for our consideration any opportunity to acquire all or substantially all of the outstanding equity securities of, or otherwise acquire a controlling equity interest in, an operating business in the service delivery platform sector, but they are under no obligation to present to us any opportunity involving a business in the service delivery platform sector seeking a strategic combination with another operating business in the service delivery platform sector. The terms of these agreements do not obligate these individuals or entities to present any opportunities to us for consideration prior to presenting such opportunities to any other person or entity. No fees or compensation for investment banking or other advisory services will be payable to our officers, directors or initial stockholders, or any of their affiliates, under these agreements. In addition, we anticipate that the positions held and contacts maintained by the members of our management within the financial community will generate other unsolicited proposals. We do not anticipate receiving any unsolicited proposals with respect to business combinations with prospective target businesses until we have completed this offering. In addition, we will not evaluate any unsolicited proposals that we may receive with respect to any business combinations with prospective target businesses until we have completed this offering.

Selection of target businesses and structuring of a business combination

Subject to the requirement that our initial business combination must be with one or more operating businesses in the sector that, individually or collectively, have a fair market value of at least 80% of our net

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assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the over-allotment option is exercised in full and excluding the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition, our management will have virtually unrestricted flexibility in identifying and selecting prospective target businesses in the service delivery platform sector. We expect that our management will diligently review all of the proposals we receive with respect to prospective target businesses. In evaluating prospective target businesses, our management expects to consider, among other factors, the following:

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

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

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

Our officers, directors and initial stockholders will not receive any fees from us or any target company in connection with a business combination although Drew Tanzman will receive $50,000 per annum as compensation for serving as our chief executive officer, commencing on the completion of this offering. If an affiliated entity provides services to us in connection with a business combination, such services must first be approved by a majority of disinterested directors. Such affiliate would receive customary fees in connection with any such services.

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Fair market value of target businesses

The initial target businesses that we acquire must have a fair market value, individually or collectively, equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the over-allotment option is exercised in full and the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition. If we acquire a controlling, but less than 100%, interest in the target business, such controlling interest must have a fair market value equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000 (or $6,210,000, if the underwriter’s over-allotment option is exercised in full) and the $2,500,000 loan) at the time of execution of a definitive agreement for the acquisition. Although we are permitted to raise funds privately or through loans that would allow us to acquire a company with a fair market value in an amount greater than 80% of our net assets at the time of such execution, we have not entered into or discussed such financing arrangements with any third party, and there is no assurance that any such financing, if desired, would be available on acceptable terms, if at all. 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, cash flow and book value. We are not required to obtain an opinion from an investment banking firm as to such fair market value, unless the target business is an affiliate of our officers, directors or initial stockholders. If we obtain an opinion from an unaffiliated, independent investment banking firm, a summary of the opinion will be contained in the proxy statement that will be mailed to stockholders in connection with obtaining approval of our initial business combination and we will obtain the consent of the investment banking firm to the inclusion of its opinion in our proxy statement. To date, no consideration has been given by us or our officers, directors or initial stockholders to entering into a business combination with an affiliated company or companies.

Possible lack of business diversification

The net proceeds from this offering and the private placement will provide us with approximately $92,880,000 (excluding deferred underwriting discounts and commissions of $5,400,000) which we may use to complete a business combination. While we may seek to effect a business combination with more than one target business, our initial business acquisition must be with one or more operating businesses whose fair market value, individually or collectively, is at least equal to 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account in the amount of $5,400,000, or $6,210,000 if the over-allotment option is exercised in full and excluding the $2,500,000 loan) at the time of the execution of a definitive agreement for the acquisition. At the time of our initial business combination, we may not be able to acquire more than one target business because of various factors, including insufficient financing or the difficulties involved in consummating the contemporaneous acquisition of more than one operating company. Therefore, it is possible that we will have the ability to complete a business combination with only a single operating business which may only have a limited number of products or services. The resulting lack of diversification may:

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

In addition, since our business combination may entail the contemporaneous acquisition of several operating businesses at the same time and may be with different sellers, we will need to convince such sellers to agree that the purchase of their businesses is contingent upon the simultaneous closings of the other acquisitions.

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Acquisition of more than one business

As noted above, we expect to effect our initial business combination through the acquisition of a single business, but we reserve the right to acquire more than one business in contemporaneous acquisitions if our board of directors determines that such a course is in our best interest. Completing our initial business combination through more than one acquisition would likely result in increased costs as we would be required to conduct a due diligence investigation of more than one business and negotiate the terms of the acquisition with multiple sellers. In addition, due to the difficulties involved in consummating multiple acquisitions concurrently, our attempt to complete our initial business combination in this manner would increase the chance that we would be unable to successfully complete our initial business combination in a timely manner.

Limited ability to evaluate the target business’s management

Although we intend to closely scrutinize the management of prospective target businesses when evaluating the desirability of effecting a business combination with those businesses, we cannot assure you that our assessment of the target business’s management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company intending to embark on a program of business development. Further, we cannot ascertain the future role of our officers and directors, if any, in the target businesses. We cannot assure you that the business combination will be structured in such a manner so as to provide for the continued participation of our current officers and directors. While we expect that one or more of our officers and directors will remain associated with us in some capacity following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target businesses acquired.

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

Opportunity for stockholders to approve a business combination

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

applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Exchange Act, which, among other matters, will include a description of the operations of the target business and certain required financial information regarding the business.

In connection with the vote required for our initial business combination, our initial stockholders and the participants in the private placement will agree prior to the completion of this offering to vote the shares of common stock owned by them in the same way as the holders of the majority of the shares sold to the public in this offering. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering both vote against the business combination and exercise their conversion rights.

Conversion rights

At the time we seek stockholder approval of our initial business combination, we will offer each public stockholder the right to have such stockholder’s shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. Each public stockholder will only be able to convert its shares if such holder elects to do so; voting against the business combination alone will not result in a pro rata distribution of the trust account. The actual per-share conversion price will be equal to

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the amount in the trust account, inclusive of any interest (net of any taxes due on such interest, which taxes, if any, shall be paid from the trust account, and calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of shares of common stock sold in this offering. The underwriter has agreed to forego receiving any deferred underwriting discounts and commissions with respect to any shares our public stockholders have elected to convert into cash pursuant to such conversion rights. Without taking into account any interest earned on the trust account, the initial per-share conversion price would be the per-unit offering price of $6.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units. We will not complete any business combination if public stockholders, owning 20% or more of the shares sold in this offering, both vote against a business combination, and, subsequently, exercise their conversion rights, even if public stockholders holding a majority of the shares vote in favor of the business combination.

We will structure our initial business combination so that the transaction will proceed and may be consummated even if the maximum number of shares that may be converted to cash in connection with our initial business combination are in fact converted to cash, reducing the amount of cash ultimately available to consummate the transaction by up to approximately 20%. In other words, it is our intention in every case to structure and consummate an initial business combination only if our public stockholders owning up to 19.99% of the shares of common stock underlying the units offered by this prospectus have the right and ability to exercise their conversion rights as presently contained in our Certificate of Incorporation. Furthermore, prior to the consummation of a business combination we will not amend or modify the provisions of Article FIFTH of our Certificate of Incorporation dealing with the restrictions and requirements of stockholder approval of a business combination. Our initial stockholders, other members of our management and participants in the private placement will prior to the completion of this offering agree not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination and will therefore have no conversion rights.

Liquidation if no business combination

If we enter into 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 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 be liquidated and will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest (net of any taxes due on such interest, which taxes, if any, shall be paid from the trust account), 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. We cannot assure you that we will obtain such stockholder approval in a timely manner or at all. Except for the release of interest to 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. 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. Immediately upon the approval by our stockholders of our plan of dissolution and distribution, we will liquidate our trust account to our public stockholders. Our initial stockholders will not have

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the right to participate in any liquidation distribution occurring upon our failure to consummate a business combination with respect to their shares of common stock. Our initial stockholders, other members of our management and participants in the private placement will agree prior to the completion of this offering not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination and will, therefore, have no right to participate in a liquidation distribution. There will be no distribution from the trust account with respect to our warrants, and all rights with respect to our warrants will effectively cease upon our liquidation.

If we were to expend all of the net proceeds of this offering, the private placement and the loan, other than the proceeds deposited in the trust account, the initial per-share liquidation price would be the per-unit offering price of $6.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of our public stockholders. Accordingly, we cannot assure you that the actual per-share liquidation price will not be less than $6.00 due to claims of creditors.

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. However, we will seek stockholder approval to liquidate our trust account to our public stockholders as soon as reasonably possible as part of our plan of dissolution and distribution and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our stockholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. 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, service providers (such as accountants, lawyers, investment bankers, etc.) or potential target businesses. We intend to have all prospective target businesses, vendors and service providers execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is minimal. There is no guarantee, however, that such entities will agree to execute such waivers, or that such waivers will be valid and enforceable. Waivers obtained by us may not be deemed to be valid and enforceable, in which case such waivers would not prevent creditors from bringing claims against the trust. To the extent we are unable to obtain valid and enforceable waivers, there is no assurance that funds held in the trust account will be protected from claims of creditors.

We will pay the costs of dissolution and liquidation, which we currently estimate to be approximately $50,000 to $75,000, from our remaining assets outside of the trust account. 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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If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders could be less than $6.00. Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, other entities we engage and prospective target businesses waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such waivers, or that such waivers will be valid and enforceable. Nor is there any guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. We have no such waiver agreements in place at this time, nor do we have any indemnification agreements in place with any of our officers, directors or stockholders under which such parties would be personally liable for claims of vendors, service providers or target businesses to the extent the Company fails to obtain valid and enforceable waivers from such entities. Accordingly, the proceeds held in trust could be subject to claims which would take priority over the claims of our public stockholders and the per-share liquidation price could be less than $6.00 due to claims of such creditors.

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. We cannot assure you that we will obtain such stockholder approval in a timely manner or at all. Except for the release of interest to us, the funds held in our trust account may not be distributed except upon our dissolution and not unless and until such approval is obtained from our stockholders. 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, other than interest released to us, will not be available for any other corporate purpose. In addition, if we seek approval from our stockholders to consummate a business combination within 90 days after the expiration of 24 months (assuming that the period in which we need to consummate a business combination has been extended, as provided in our certificate of incorporation) from the date of this offering, 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 after 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. Immediately upon the approval by our stockholders of our plan of dissolution and distribution, we will liquidate our trust account to our public stockholders. 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. We anticipate that our instruction to the trustee would be given promptly after the expiration of the 18-month or 24-month period, as applicable. Concurrently, we shall pay, or reserve for payment, from funds not held in trust, our liabilities and obligations, although we cannot assure you that there will be sufficient funds for such purpose. In addition, claims of third parties may have priority over the funds so distributable (including the funds held in the trust account), which may further decrease the amount distributed to

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the public stockholders. To the extent that there are neither sufficient remaining assets nor a valid claim against the trust, then such liabilities and obligations may remain unsatisfied.

Certificate of Incorporation

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

Our Certificate of Incorporation prohibits the amendment or modification of the provisions set forth in the foregoing paragraph prior to the consummation of a business combination without the affirmative vote of the holders of at least 90% of our outstanding common stock. While these provisions have been established for the benefit of purchasers of units in this offering, it is nevertheless possible that the prohibition against amending or modifying these provisions at any time prior to the consummation of the business combination without the affirmative vote of the holders of at least 90% of our outstanding stock could be challenged as unenforceable under Delaware law. We have not sought an unqualified opinion regarding the enforceability of the prohibition on amendment or modification of such provisions because we view these provisions as fundamental terms of this offering. We believe these provisions to be our obligations to our stockholders and that investors will make an investment in us relying, at least in part, on the enforceability of the rights and obligations set forth in these provisions. As a result, the board of directors will not at any time following the completion of this offering and prior to the consummation of a business combination, propose any amendment to or modification of our Certificate of Incorporation relating to any of the foregoing provisions and will not support, directly or indirectly, or in any way endorse or recommend that stockholders approve an amendment or modification to such provisions.

Competition

In identifying, evaluating and selecting target businesses, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources than us. While we believe there are numerous

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potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage over us in pursuing the acquisition of target businesses. Further:

Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination. Our management believes, however, that to the extent that our target business is a privately held entity, our status as a well-financed public entity may give us a competitive advantage over entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. In addition, based on publicly available information as of January 16, 2007, we have identified approximately 78 similarly structured companies which have gone public since 2003, of which 15 have actually consummated a business combination and 4 of which have begun or completed the dissolution process. The remaining 59 similarly structured companies which have gone public since 2003 have raised a total of approximately $4.3 billion. There are also 48 similarly structured companies currently in registration planning to raise approximately $4.1 billion.

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

Intellectual Property

We believe that the intellectual property that we acquire could be important to our growth. Failure to protect our intellectual property may result in the loss of the exclusive right to use our technologies. We expect to rely on patent, trademark, copyright and trade secret laws and confidentiality and restricted use agreements to protect our intellectual property. Some of our intellectual property may not be covered by any patent, copyright or trademark applications or registrations or any such agreement.

We may also own or obtain exclusive and/or non-exclusive licenses to various domestic and foreign patents related to our technologies, as well as certain trademark and copyright licenses related to the use of certain products or services. These patents may expire, and these licenses may expire or terminate, at various times in the future. When such patents expire, and/or if any exclusive licenses expire or terminate, we will no longer have the right to exclude others from making, using or selling the claimed inventions covered under the patents or the exclusive licenses, as the case may be.

Patents are subject to complex factual and legal considerations. Accordingly, there can be uncertainty as to the validity, scope and enforceability of any particular patent. Therefore, we cannot assure you that:

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Other forms of intellectual property such as trademarks and copyrights may also be subject to complex factual and legal considerations. Therefore, we cannot assure you that:

We cannot assure you that agreements designed to protect our proprietary know-how and information will not be breached, that we will have adequate remedies for any such breach, or that our strategic alliance partners, consultants, employees or others will not assert rights to intellectual property arising out of our relationships with them.

In addition, effective patent, trademark and trade secret protection may be limited, unavailable or not applied for in the U.S. or in any of the non-U.S. countries in which we may operate.

Moreover, we cannot assure you that the use of our patented technology or proprietary know-how or information or business processes will not infringe the intellectual property rights of others.

Intellectual property protection also does not protect against technological obsolescence due to developments by others or changes in customer needs.

Our ability to establish and maintain our competitive advantage through our technology and any intellectual property rights may be achieved, in part, by prosecuting claims against others whom we may believe to have misappropriated our technology or have infringed upon our intellectual property rights, as well as by defending against misappropriation or infringement claims brought by others against us. Our involvement in litigation to protect or defend our rights in these areas could result in a significant expense to us, adversely affect the development of sales of the related products, and divert the efforts of our technical and management personnel, regardless of the outcome of such litigation.

If necessary, we may seek exclusive or non-exclusive licenses to intellectual property of others, including any copyright, trademark and/or patent licenses. However, we can give no assurance to you that we will be able to obtain such licenses or that the terms of any such licenses will be acceptable to us. Our failure to obtain a license from a third party for its intellectual property that is necessary for us to make or sell any of our products or offer any of our services could cause us to incur substantial liabilities and to suspend the manufacture or shipment of products or use of processes requiring the use of such intellectual property.

Facilities

We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 330 Primrose Road, Suite 300, Burlingame, California 94010. We pay no rent for our executive offices. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

Employees

We currently have two officers, Drew Tanzman, our chief executive officer, and Tim Schwenke, our treasurer and secretary, each of whom is also a director. Mr. Tanzman will receive a $50,000 annual salary for his services as chief executive officer commencing on the completion of this offering. Mr. Schwenke will receive no compensation from us prior to the consummation of a business combination. We have no other employees. 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.

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Periodic Reporting and Audited Financial Statements

We will register our units, common stock and warrants under the Exchange Act, 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 Exchange Act, 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 we cannot obtain audited financial statements based on United States generally accepted accounting principles 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 businesses as part of the proxy solicitation materials sent to stockholders to assist them in assessing the business combination. Our management believes that the requirement of having available audited financial statements for the target businesses will not materially limit the pool of potential target businesses available for acquisition.

Comparison to offerings of blank check companies

The following table compares and contrasts the terms of this offering and the terms of an offering by blank check companies under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discount and underwriting expenses for a Rule 419 offering are the same as this offering and that the underwriter does not exercise its over-allotment option. 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:

BILL FISHER has served as our Chairman of the Board since September 2006. Mr. Fisher has 24 years of experience as a senior executive in financial services. Most recently Mr. Fisher founded Hometown Commercial Capital, a national lender in commercial real estate transactions. Earlier, as Executive Vice President with Wells Fargo Bank, Mr. Fisher led business divisions focused on the small business, affluent, and mass-market retail banking sectors, including the $12 billion Northern California branch system. Mr. Fisher began with Wells Fargo as a regional vice-president, managing 33 branch banks in the Silicon Valley. As a result of Mr. Fisher’s success in that position, Mr. Fisher was promoted to Senior Vice-President and Division Manager, with responsibility for all 100 branches in northern California, including the ATM networks, 2,000 employees, and all retail lending and deposit products. Subsequently promoted to Executive Vice President, Mr. Fisher partnered with Wells Fargo’s Private Banking division to build the first ever mass market private bank, called Premier Banking, which remains part of the bank’s national customer relationship strategy. Mr. Fisher has worked extensively with middle-market banks since 1996 when he founded GetSmart.com, a pioneering online financial services company that he sold to Providian Financial in 1999 and which was recently purchased by Barry Diller’s InteractiveCorp. Mr. Fisher earned his degree in biology from University of California at Santa Barbara.

DREW TANZMAN has served as our Chief Executive Officer and a Director since September 2006. Mr. Tanzman has served as CEO of Global Consulting Services, servicing a broad range of clients with a focus on the clarification and implementation of successful business strategies, since January 2001. Mr. Tanzman has served as a professor of economics and member of the Business Advisory Board at the University of California, San Diego since January 2001. From 1995 to 1999, Mr. Tanzman worked at Westpac Banking Corporation in Sydney, Australia, most recently holding the position of Group Executive for Australian Banking Services, responsible for all national services including, among others, mortgages, loan centers and ATMs. Such areas covered 7,000 employees and an annual expense budget of $1.1 billion. Prior thereto at Westpac, Mr. Tanzman was the Chief Executive Officer of The Mortgage Company, the largest fully functional mortgage company in Australia, and the General Manager of Business Banking & Investments, responsible for the development and distribution of non-branch services including investments, insurance, private banking, commercial lending and small business products. From 1981 to 1995, Mr. Tanzman worked at Wells Fargo Bank, rising to the level of Executive Vice President for the Retail Banking Group. Mr. Tanzman holds a bachelors degree and a masters degree in economics from the University of California, San Diego.

TIM SCHWENKE has served as our Secretary and Treasurer and a Director since September 2006. In 1999, Mr. Schwenke founded getmobile AG jointly with Daniel Wild. Messrs. Schwenke and Wild have run getmobile AG jointly as Co-CEOs since June 1999. Getmobile AG is a delivery platform for mobile phones with contracts in Germany. The delivery platform uses a multichannel direct sales approach via internet, teleshopping and print advertising. Getmobile AG achieved revenue of $78 million with EBIT of $6.5 million in 2005. In August 2005, Messrs. Wild and Schwenke sold getmobile AG to Fitzwilliam Capital plc for a total consideration of $91 million in the form of a reverse IPO. Fitzwilliam renamed itself getmobile europe plc and is listed on London AIM (GETM) and Dublin IEX. In 2001, Messrs. Wild and Schwenke founded Tiburon Unternehmensaufbau GmbH, an entrepreneur and seed fund. Mr. Schwenke has served as Co-CEO of Tiburon Unternehmensaufbau GmbH since August 2001. The fund has invested in 18 companies, the majority of which are in the delivery platform space

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including openbc, Lifebond, PrimoEspresso, Hometown Commercial Capital, Cadooz and JOBTV24. Mr. Schwenke served as a supervisory board member of cadooz AG from March 2000 to June 2006 and has served as chairman of JOBTV24 GmbH since July 2006. Prior to founding getmobile AG, Mr. Schwenke worked as a senior consultant for Mitchell Madison Group, a McKinsey spin-off. He holds a Masters Degree in Business Administration from the University of Hamburg, Germany.

DANIEL WILD has served as a Director since September 2006. In 1999, Mr. Wild founded getmobile AG jointly with Tim Schwenke and has run the company as a co-CEO since June 1999. Getmobile AG is a delivery platform for mobile phones with contracts in Germany. The delivery platform uses a multichannel direct sales approach via internet, teleshopping and print advertising. Getmobile AG achieved revenue of $78 million with EBIT of $6.5 million in 2005. In August 2005, Messrs. Wild and Schwenke sold getmobile AG to Fitzwilliam Capital plc for a total consideration of $91 million in the form of a reverse IPO. Fitzwilliam renamed itself getmobile europe plc and is listed on London AIM (GETM) and Dublin IEX. Mr. Wild has served as a supervisory board member of SWYX AG since September 2005. In October 2004, Mr. Wild founded eleisure AG and has served the company as chairman of the board since that time. Eleisure AG is an operative holding company buying and building companies in the fast growing space of interactive online games in Germany. In 2003, Mr. Wild co-founded the Open Business Club which has since become Europe’s leading online business networking platform with more than a million members. He has served on the advisory board of the company and facilitated its internationalization. In 2001, Messrs. Wild and Schwenke founded Tiburon Unternehmensaufbau GmbH, an entrepreneur and seed fund. Mr. Wild has served as co-CEO of Tiburon Unternehmensaufbau GmbH since August 2001. The fund has invested in 18 companies, the majority of which are in the delivery platform space including openbc, Lifebond, PrimoEspresso, Hometown Commercial Capital, Cadooz and JOBTV24. Prior to founding getmobile AG, Mr. Wild worked as a senior consultant for the Mitchell Madison Group. He holds a degree of Diplomkaufmann from the University of Trier, Germany and an MBA from East Carolina University.

MARK NORDLICHT has served as a Director since October 2006. Mr. Nordlicht is the founder and, since October 2002, sole Managing Member of the General Partner of the Platinum Partners Value Arbitrage Fund (“PPVA”), a New York based relative value fund launched in January 2003. PPVA employs various trading strategies across multiple asset classes with a 20% concentration in energy derivatives. Mr. Nordlicht is currently the Chairman of Platinum Energy Resources and Platinum Diversified Mining, blank check companies seeking to acquire businesses in oil and natural gas, and mining, respectively. In addition, Mr. Nordlicht is also Chairman of Optionable Inc., a hybrid voice-electronic broker founded by Mr. Nordlicht in November 1999. Optionable matches trades in the energy swaps, futures, and options markets. In addition, Mr. Nordlicht is formerly the founder and General Partner of Northern Lights Trading, a proprietary options trading firm based in New York which employed traders in the natural gas, crude oil, cotton, coffee, gold, and silver option trading pits of the New York Mercantile Exchange and the New York Board of Trade. From October 1998 to December 2002, Mr. Nordlicht was Managing Partner of West End Capital and WEC Asset Management, New York based private equity firms founded by Mr. Nordlicht. Mr. Nordlicht earned a BA degree from Yeshiva University in 1989.

Audit Committee

Our Board of Directors intends to establish an Audit Committee, which will report to the Board of Directors. The Audit Committee will be responsible for meeting with our independent registered accounting firm regarding, among other issues, audits and adequacy of our accounting and control systems.

In addition, the Audit Committee will monitor compliance on a quarterly basis with the terms of this offering. If any noncompliance is identified, the Audit Committee will have the responsibility to take immediately all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering. The Audit Committee is required to be composed entirely of independent directors.

No member of our Board of Directors is an “audit committee financial expert” as that term is defined under Item 401 of Regulation S-K, but nonetheless, we believe that the members are qualified to perform their duties.

Executive Officer and Director Compensation

No executive officer, director or initial stockholder, or any affiliate thereof, has received any compensation for services rendered.

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Each of our officers and directors, other than Mark Nordlicht, purchased and holds shares of our common stock. See “Certain Relationships and Related Transactions—Initial Share Issuances.” The shares of our common stock held by our initial stockholders are subject to lock-up agreements restricting their sale until one year after a business combination is completed. These lock-up agreements cannot be waived.

Commencing on completion of this offering, our chief executive officer will receive annual compensation of $50,000. Our officers and directors will receive reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged; provided that no proceeds held in the trust account will be used to reimburse out-of-pocket expenses prior to a business combination. If none of our directors is deemed to be “independent,” we will not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement, or monitoring our compliance with the terms of this offering. In addition, since the role of our current management and directors subsequent to a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to our current management and directors after a business combination by any target businesses.

Code of Ethics

We will adopt a code of ethics that applies to directors, officers and employees. A copy of the code of ethics will be filed as an exhibit to the registration statement of which this prospectus forms a part.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Investors should be aware of the following transactions with our management and stockholders:

Conflicts of Interest

None of our officers and directors is required to commit his full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to the corporation if:

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to other entities. In addition, our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to a business combination. All ongoing and future transactions between us and any of our officers, directors and initial stockholders or their respective affiliates will be on terms we believe to be no less favorable than are available from unaffiliated third parties, and such transactions will require prior approval in each instance by a majority of our non-interested “independent” directors 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. In the case of a business combination with an affiliate of

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an officer, director or initial stockholder, we will obtain an opinion from an independent investment banking firm that the business combination is fair to stockholders from a financial point of view. To date, no consideration has been given by us or our officers, directors or initial stockholders to entering into a business combination with an affiliated company or companies.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

Initial Share Issuances

On September 1, 2006, we issued, for $6,000 in the aggregate, 4,166,667 shares of our common stock to our initial stockholders as follows:

The common stock held by the initial stockholders will be subject to lock-up agreements restricting its sale or other transfer until one year after our initial business combination is completed. These lock-up agreements cannot be waived. These lock-up agreements do not prevent the natural persons who hold equity interests in Mark Capital Management, LLC and Tiburon S.A. from selling or transferring such interests. In addition, each of Mark Capital Management, LLC and Tiburon S.A. may issue additional equity interests to their existing equity holders or new equity holders.

Our initial stockholders will be entitled, collectively, 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. Our initial stockholders can elect to exercise these registration rights at any time subsequent to one year after the consummation of a business combination, pursuant to the terms of the lock-up agreement. In addition, our initial stockholders will also have certain “piggy-back” registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

Private Placement

Certain of our directors or their affiliates have agreed to purchase from us an aggregate of 416,667 insider units, at $6.00 per unit, in a private placement that will occur prior to the effective date of this offering. All such insider units will be identical to the units offered in this offering, except that: (i) subject to certain limited exceptions, none of the insider units will be transferable or salable until after we complete a business combination; (ii) the common stock included in the insider units will not have any rights to liquidating distributions if we fail to consummate a business combination; (iii) the holders of the insider units may not exercise conversion rights with respect to the shares of common stock included in the insider units; (iv) in connection with the vote required for our initial business combination, the shares of common stock included in the insider units must be voted in the same way as the holders of the majority of the shares sold to the public in this offering; and (v) the warrants included in the insider units are not subject to redemption if held by the initial holders thereof or their permitted transferees and may be exercised on a “cashless basis.” The $2,500,002 of net proceeds from the sale of these insider units will be added to the portion of the proceeds from this offering to be held in the trust account pending the completion of our initial business combination.

In addition, commencing on the date following consummation of a business combination, the insider units and the securities included in the insider units are entitled to registration rights pursuant to an agreement to be entered into in connection with the private placement.

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Loan

Certain of our directors or their affiliates have agreed to make a loan to us in the amount of $2,500,000, which loan proceeds will be placed in the trust account upon completion of the offering. Such loan will only be repaid upon the consummation of our initial business combination as described in this prospectus. At that time, the loan amount of $2,500,000 (less amounts the lender(s) have agreed to forego with respect to any shares public stockholders have elected to convert into cash pursuant to their conversion rights) will be released to the lender(s) out of the balance held in the trust account. If we are unable to consummate a business combination and we dissolve and the trustee is required to liquidate the trust account, the lenders(s) have agreed that (i) they will forfeit any rights or claims to the loan amount and (ii) the loan amount will be distributed on a pro rata basis among the public stockholders.

Transactions with Management

We will reimburse our officers and directors for any out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the 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; provided that no proceeds held in the trust account will be used to reimburse out-of-pocket expenses prior to a business combination.

Our chief executive officer will receive annual compensation of $50,000 commencing on the completion of the offering. Our other officers and directors will not receive any compensation prior to completion of our initial business combination.

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

Our “promoters,” as that term is defined under the federal securities laws, are each of our officers and directors: Messrs. Fisher, Tanzman, Wild, Schwenke and Nordlicht.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of October 31, 2006, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering and no exercise of the underwriter’s over-allotment option), by:

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.

Immediately after this offering and the purchase of 416,667 private placement units as described in this prospectus, our existing stockholders, officers and directors, or their affiliates, collectively, will beneficially own 21.57% of the then issued and outstanding shares of our common stock. Because of this ownership block, our initial stockholders, officers and directors 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 the initial business combination.

All of the shares of our common stock outstanding prior to the date of this prospectus, other than the shares included in the private placement units, will be subject to lock-up agreements restricting the sale of such shares for one year following the consummation of a business combination that cannot be waived. The shares included in the private placement units will be subject to similar lock-up agreements restricting the sale of such shares until consummation of the business combination. During the applicable lock-up period, the holders of these shares will not be able to sell or transfer the securities subject to the lock-up except to their spouses and children or trusts established for their benefit. The holders of these shares will have all other rights as our public stockholders, including without limitation, the right to vote their shares of common stock. These lock-up agreements do not prevent the natural persons who hold equity interests in Mark Capital Management, LLC and Tiburon S.A. from selling or transferring such interests. In addition, each of Mark Capital Management, LLC and Tiburon S.A. may issue additional equity interests to their existing equity holders or new equity holders.

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The holders of our common stock outstanding prior to the date of this prospectus will not have the right to participate in any liquidation distribution occurring upon our failure to consummate a business combination within the time period provided for in this prospectus with respect to those shares of common stock acquired by them prior to the consummation of this offering. The holders of these shares will agree prior to the completion of this offering not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination.

In addition, in connection with the vote required for our initial business combination, the holders of these shares will agree prior to the completion of this offering to vote the shares of common stock owned by them in the same way as the holders of the majority of the shares sold to the public in this offering.

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DESCRIPTION OF SECURITIES

General

The following description of our capital stock as it will be in effect upon the consummation of this offering is a summary and is qualified in its entirety by reference to our Certificate of Incorporation and By-Laws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and by applicable law.

We are authorized to issue 200,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this prospectus, 4,166,667 shares of common stock are issued and outstanding and no shares of preferred stock are outstanding. Our initial stockholders, members of management and participants in the private placement will agree not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination.

Units

Each unit consists of one share of common stock and two warrants. Each warrant entitles its holder to purchase one share of common stock at an exercise price of $5.00. Each of the common stock and warrants will begin separate trading 20 days after the earlier of the expiration of the underwriter’s option to purchase up to 2,500,000 additional units to cover over-allotments or the exercise in full by the underwriter of such option; provided that we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet. We intend to file a Current Report on Form 8-K which includes this audited balance sheet promptly after the consummation of this offering, which is anticipated to take place four business days after the date of this prospectus. The audited balance sheet will reflect the proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised contemporaneously with this offering. In addition, we intend to file a subsequent Current Report on Form 8-K in the event all or any material portion of the over-allotment option is subsequently exercised.

Common stock

The holders of our common stock 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, our initial stockholders have agreed to vote the shares of common stock owned by them immediately before the consummation of this offering in the same way as the holders of the majority of the shares sold to the public in this offering. Our initial stockholders will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other matters 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 20% of the shares sold in this offering exercise their conversion rights as discussed below.

Our board of directors is not classified, and there is no cumulative voting with respect to the election of directors. As a result, the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

If we are forced to dissolve and liquidate for failure to consummate a business combination within the time period provided in this prospectus, our public stockholders are entitled to a pro rata share of the trust account, inclusive of any interest (net of any taxes due on such interest, which taxes, if any, shall be paid from the trust account), and any net assets remaining available for distribution to them after payment of liabilities. The initial stockholders do not have the right to participate in any liquidation distribution occurring upon our failure to consummate a business combination with respect to those shares of common stock acquired by them prior to the consummation of this offering.

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

Preferred stock

Our Certificate of Incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designations, 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 connection with 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 our common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the trust account, or which votes as a class with the common stock on the initial business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

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

The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City time. We may call the warrants for redemption:

The right to exercise the warrants will be forfeited unless they are exercised before the date specified in the notice of redemption. On 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.

Our reason for permitting the redemption of the warrants under such circumstances is to enable us to simplify our capital structure once the warrants are “in the money,” by allowing us to require holders to exercise their warrants or have them redeemed. The price of $8.50 per share reflects a significant premium on the common stock price and using the 20 day threshold ensures that such a price level is more than a one-time event. We note that such redemption provisions are typical for other blank check companies similar to us that have registered the public offering of their securities.

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

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

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock. 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 will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered under the Securities Act 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. In no event shall we be liable for, or shall any registered holder of any warrant be entitled to receive, (a) physical settlement in securities unless the conditions and requirements set forth in the warrant agreement have been satisfied or (b) any net-cash settlement or other consideration in lieu of physical settlement in securities. The warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

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

Private Placement

Certain of our directors or their affiliates have agreed to purchase from us an aggregate of 416,667 insider units, at $6.00 per unit, in a private placement that will occur prior to the effective date of this offering. All such insider units will be identical to the units offered in this offering, except that: (i) subject to certain limited exceptions, none of the insider units will be transferable or salable until after we complete a business combination; (ii) the common stock included in the insider units will not have any rights to liquidating distributions if we fail to consummate a business combination; (iii) the holders of the insider units may not exercise conversion rights with respect to the shares of common stock included in the insider units; (iv) in connection with the vote required for our initial business combination, the shares of common stock included in the insider units must be voted in the same way as the holders of the majority of the shares sold to the public in this offering; and (v) the warrants included in the insider units are not subject to redemption if held by the initial holders thereof or their permitted transferees and may be exercised on a “cashless basis.” The $2,500,002 of net proceeds from the sale of these insider units will be added to the portion of the proceeds from this offering to be held in the trust account pending the completion of our initial business combination. The participants in the private placement will agree not to purchase any additional shares of our common stock or other securities, whether as part of this offering or otherwise, prior to the completion of a business combination.

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In addition, commencing on the date following consummation of a business combination, the insider units and the securities included in the insider units are entitled to registration rights pursuant to an agreement to be entered into in connection with the private placement.

Loan

Certain of our directors or their affiliates have agreed to make a loan to us in the amount of $2,500,000, which loan proceeds will be placed in the trust account upon completion of the offering. Such loan will only be repaid upon the consummation of our initial business combination as described in this prospectus. At that time, the loan amount of $2,500,000 (less amounts the lender(s) have agreed to forego with respect to any shares public stockholders have elected to convert into cash pursuant to their conversion rights) will be released to the lender(s) out of the balance held in the trust account. If we are unable to consummate a business combination and we dissolve and the trustee is required to liquidate the trust account, the lenders(s) have agreed that (i) they will forfeit any rights or claims to the loan amount and (ii) the loan amount will be distributed on a pro rata basis among the public stockholders.

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 the completion of a business combination. The payment of any dividends subsequent to the consummation of 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 of directors does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and units, and warrant agent for our warrants, is Mellon Investor Services LLC.

Shares Eligible for Future Sale

Immediately after this offering and the private placement, we will have 21,250,001 shares of common stock issued and outstanding, or 23,750,001 shares if the underwriter’s over-allotment option is exercised in full. Of these shares, the 16,666,667 shares sold in this offering, or 19,166,667 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 4,583,334 shares will be restricted securities under Rule 144, in that they were, or will be, issued in private transactions not involving a public offering. None of those shares will be eligible for re-sale under Rule 144 prior to [    ], 2007. Notwithstanding this, all of those shares, other than the common stock (but not warrants) included in the private placement units, will be subject to lock-up agreements and will not be transferable until the earlier of one year following a business combination or our liquidation except in certain limited circumstances. The shares included in the private placement units will be subject to lock-up agreements and will not be transferable until the earlier of a business combination or our liquidation except in certain limited circumstances.

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Rule 144

General

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:

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

Rule 144(k)

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

SEC Position on Rule 144 Sales

The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144. Therefore, Rule 144 will not be available for resale of the units sold in the private placement or the shares of our common stock sold to the initial stockholders prior to the offering.

Registration Rights

The holders of our 4,583,334 issued and outstanding shares of common stock immediately prior to the consummation of this offering, assuming the purchase of 416,667 private placement units as described in this prospectus, will be entitled to registration rights with respect to those shares pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of these shares will be entitled to make up to two demands that we register these shares. Such demands can only be made by the holders of a majority of such issued and outstanding shares. The holders of these shares, other than the holder of the private placement units, can elect to exercise these registration rights any time subsequent to one year after the consummation of a business combination, pursuant to the terms of the lock-up agreement. The holders of the private placement units can elect to exercise their registration rights any time subsequent to the consummation of a business combination, pursuant to the terms of their lock-up agreements. In addition, the holders of all such shares will have certain “piggy-back” registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.

Global Clearance and Settlement

We will issue our securities in the form of global securities registered in the name of Cede & Co., as nominee of the Depository Trust Company (“DTC”). Each global security will be issued only in fully registered form.

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You may hold your beneficial interests in a global security directly through DTC if you have an account at DTC, or indirectly through organizations that have accounts at DTC.

Definition of a Global Security

A global security is a special type of indirectly held security in the form of a certificate held by a depositary for the investors in a particular issue of securities. Since we choose to issue our securities in the form of global securities, the ultimate beneficial owners can only be indirect holders. This is done by requiring that our global securities be registered in the name of a financial institution selected by us, as appropriate, and by requiring that the securities underlying our global securities not be transferred to the name of any direct holder except in certain circumstances.

The financial institution that acts as the sole direct holder of a global security is called the “Depositary.” Any person wishing to own our securities must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the Depositary. In the case of our securities, DTC will act as depositary and Cede & Co. will act as its nominee.

Except under limited circumstances or upon the issuance of securities in definitive form, a global security may be transferred, in whole and not in part, only to DTC, to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in a global security will be represented, and transfers of such beneficial interests will be made, through accounts of financial institutions acting on behalf of beneficial owners either directly as account holders, or indirectly through account holders, at DTC.

Special Investor Considerations for Global Securities

As an indirect holder, an investor’s rights relating to the global security will be governed by the account rules of the investor’s financial institution and of the Depositary, DTC, as well as general laws relating to securities transfers. We will not recognize this type of investor as a holder of our securities and instead will deal only with DTC, the Depositary that holds the global securities.

An investor in our securities should be aware that because these securities will be issued only in the form of global securities:

Description of DTC

DTC has informed us that:

DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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DTC was created to hold securities for financial institutions that have accounts with it, and to facilitate the clearance and settlement of securities transaction between the account holders through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of certificates. DTC account holders include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a DTC account holder, either directly or indirectly.

DTC’s rules are on file with the SEC.

DTC’s records reflect only the identity of its participants to whose accounts beneficial interest in the Global Securities are credited. These participants may or may not be the owners of the beneficial interests so recorded. The participants will be responsible for keeping account of their holdings on behalf of their beneficial owners.

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material United States federal income and estate tax consequences of the acquisition, ownership and disposition of our units (or the component securities thereof) by a non-U.S. holder. As used in this summary, the term “non-U.S. holder” means a beneficial owner of our units (or the component securities thereof) that is not, for United States federal income tax purposes:

In addition, except as expressly discussed below, this summary does not address the tax consequences to any beneficial owner of our units (or the component securities thereof) that is a partnership (including any entity or arrangement treated as a partnership for U.S. tax purposes).

An individual may be treated as a resident of the United States in any calendar year for U.S. federal income tax purposes, instead of as a nonresident, by, among other ways, being present in the United States on at least 31 days in that calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For purposes of this calculation, an individual would count all of the days present in the current year, one-third of the days present in the immediately preceding year and one-sixth of the days present in the second preceding year. Residents are taxed for U.S. federal income purposes as if they were U.S. citizens.

If a partnership or other pass-through entity (including an entity or arrangement treated as a partnership or other type of pass-through entity for U.S federal income tax purposes) owns our units (or the component securities thereof), the tax treatment of a partner or beneficial owner of the partnership or other pass-through entity may depend upon the status of the partner or beneficial owner and the activities of the partnership or entity and upon certain determinations made at the partner or beneficial owner level. Partners and beneficial owners in partnerships or other pass-through entities that own our units (or the component securities thereof) should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences applicable to them.

This summary does not discuss all of the aspects of U.S. federal income and estate taxation that may be relevant to a non-U.S. holder in light of the non-U.S. holder’s particular investment or other circumstances. This summary only addresses a non-U.S. holder that holds our units (or the component securities thereof) as a capital asset (generally, investment property) and does not address:

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This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable U.S. Treasury regulations (including temporary regulations) and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in U.S. federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income and estate tax consequences of purchasing, owning and disposing of our units (or the component securities thereof) as set forth in this summary. Each non-U.S. holder should consult a tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of acquiring, holding and disposing of our units (or the component securities thereof).

Allocation of purchase price between common stock and warrants

For U.S. federal income tax purposes, a holder must allocate the purchase price of a unit between the share of common stock and the warrants that comprise the unit based on the relative fair market value of each. We intend to allocate U.S. $[            ] to each share of common stock and U.S. $[            ] to each warrant comprising a unit. While uncertain, it is possible that the U.S. Internal Revenue Service, will apply by analogy rules pursuant to which our allocation of the purchase price will be binding on a non-U.S. Holder of a unit, unless the non-U.S. Holder explicitly discloses in a statement attached to a timely filed U.S. federal income tax return for the taxable year in which the unit is acquired that the non-U.S. Holder’s allocation of the purchase price between the share of common stock and the warrants that comprise the unit is different than our allocation. Our allocation is not, however, binding on the U.S. Internal Revenue Service.

Dividends

If distributions are paid on shares of common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds current and accumulated earnings and profits, it will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. Holder’s adjusted tax basis in his, her or its common stock. Any remainder will constitute gain on disposition of the common stock—see “Gain on Disposition of Units (or the component securities thereof)” below.

In general, any distributions we make to a non-U.S. holder with respect to a non-U.S. holder’s shares of common stock that constitute dividends for U.S. federal income tax purposes will be subject to a U.S. federal withholding tax at a rate of 30%, or a lower rate under an applicable income tax treaty. In order to claim the benefit of an applicable income tax treaty, a non-U.S. holder will be required to provide a properly executed U.S. Internal Revenue Service Form W-8BEN (or other applicable form) in accordance with applicable certification and disclosure requirements. A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the U.S. Internal Revenue Service. Non-U.S. holders should consult their own tax advisors regarding their entitlement to benefits under a relevant income tax treaty and the manner of claiming the benefits.

Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, that are attributable to a permanent establishment maintained by the non-U.S. holder in the U.S., are not subject to the withholding tax described above, but instead are subject to U.S. federal income tax on a net income basis at the applicable graduated U.S. federal income tax rates and in the manner applicable to U.S. persons. We will not have to withhold U.S. federal withholding tax on those dividends if the non-U.S. holder provides a properly executed U.S. Internal Revenue Service Form W-8ECI (or other applicable form) in accordance with applicable certification and disclosure requirements. In addition, a “branch profits tax” may be imposed at a 30% rate, or a lower rate under an applicable income tax treaty, on dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the United States.

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Exercise of Warrants

The exercise of a warrant should not be a taxable event for the exercising non-U.S. holder.

Gain on Disposition of Units (or the component securities thereof)

A non-U.S. holder generally will not be taxed on any gain recognized on a sale, exchange or other taxable disposition of our units (or the component securities thereof), which should include the receipt of cash by a non-U.S. holder upon a liquidation or upon the exercise of conversion rights, unless:

Federal Estate Tax

Our common stock that is owned or treated as owned by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax. The rule stated above may also apply to warrants.

Information Reporting and Backup Withholding

In general, backup withholding, currently imposed at the current rate of 28%, will apply to dividends on our common stock paid to a non-U.S. holder, unless the holder has provided the required certification that it is a non-U.S. holder and the payor does not have actual knowledge (or reason to know) that the holder is a U.S. person. Generally, information will be reported to the Internal Revenue Service regarding the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. These information reporting requirements apply even if no tax was required to be withheld. A similar report is sent to the recipient of the dividend.

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In general, backup withholding and information reporting will apply to the payment of proceeds from the disposition of our units (or the component securities thereof) by a non-U.S. holder through a U.S. office of a broker or through the non-U.S. office of a broker that is a U.S. person or has certain enumerated connections with the United States, unless the holder has provided the required certification that it is a non-U.S. holder and the payor does not have actual knowledge (or reason to know) that the holder is a U.S. person.

Backup withholding is not an additional tax. Any amounts that are withheld under the backup withholding rules from a payment to a non-U.S. holder will be refunded or credited against the holder’s U.S. federal income tax liability, if any, provided that certain required information is furnished to the Internal Revenue Service.

Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

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UNDERWRITING

In accordance with the terms and conditions contained in the underwriting agreement, dated [                    ], 2007, we have agreed to sell to FTN Midwest Securities Corp., as underwriter, and the underwriter has agreed to purchase on a firm commitment basis, 16,666,667 units.

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

State Blue Sky Information

We intend to apply to have our securities registered or qualified for sale to retail investors in only a small number of states. In all other states, the securities may be offered only to persons who qualify as institutional investors under the securities laws of their state. The definition of an “institutional investor” varies from state to state, but generally includes banks and other financial institutions, broker-dealers, insurance companies, pension or profit-sharing plans and other large sophisticated entities. No sales may be made in any state or jurisdiction until any required action has been taken and completed and the registration statement related to the units has been declared effective by the SEC.

Your ability to resell the units and/or the common stock and warrants comprising the units may be limited under state securities laws. You initially may be able to sell the securities only in those states where the securities are registered or qualified, if any, or where an applicable exemption from registration of the securities is available, including the exemption for transactions with institutional investors. Under the provisions of the National Securities Markets Improvement Act of 1996, or NSMIA, once we become a company that files annual and periodic reports under the Exchange Act, some state securities registration requirements may be preempted for certain secondary market transactions. Some states, however, require a notice to be filed and a fee to be paid prior to making any sale in reliance upon this preemption. You should consult your financial and legal advisors to determine whether, with respect to a specific state, an exemption from registration is available or the NSMIA preemption is applicable. In the case of both state exemptions and the NSMIA preemption, a state may attempt to prevent a secondary market sale of a security issued by a blank check company.

In the event that the warrants we are selling as part of a unit are resold to another person, the purchaser may not be able to exercise the warrants unless an exemption is available in the purchaser’s state of residence for the issuance of common stock upon exercise or the shares of common stock have been registered in that state.

Pricing of Securities

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

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 underwriter is unable to compare our financial results and prospects with those of public companies operating in the same industry.

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Over-Allotment Option

We have granted to the underwriter an option, exercisable in whole or in part from time to time during the 45-day period commencing on the date of this prospectus, to purchase from us at the offering price, less the underwriting discount or commission set forth on the cover page, up to an aggregate of 2,500,000 additional units for the sole purpose of covering over-allotments, if any. The over-allotment option will only be used to cover the short position resulting from the initial distribution. The underwriter may exercise that option if the underwriter sells more than 16,666,667 units.

Commissions and Discounts

FTN Midwest Securities Corp. has advised us that it proposes initially to offer the units to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $[            ] per unit. The underwriter may allow, and the dealers may reallow, a discount not in excess of $[            ] per unit to other dealers. After this offering, the public offering price, concession and discount may be changed.

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

The amounts paid by us in the table above include $5,400,000 in deferred compensation discounts and commissions due to the underwriter ($6,210,000, if the over-allotment option is exercised in full), which will be placed in trust until the consummation of an initial business combination as described in this prospectus. At that time, the deferred underwriting discounts and commissions will be released to the underwriter out of the balance held in the trust account. If we do not complete an initial business combination and the balance held in the trust account is required to be distributed to the public stockholders upon our liquidation, the underwriter has agreed that (i) on our liquidation, it will forfeit any rights or claims to its deferred underwriting discounts and commissions and (ii) the deferred underwriter’s discounts and commissions will be distributed on a pro rata basis among the public stockholders, together with any accrued interest thereon (net of income taxes payable on such interest).

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Regulatory Restrictions on Purchase of Securities

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

Stabilization and syndicate covering transactions may cause the price of the units to be higher than it would be in the absence of these transactions.

Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of the units, shares or warrants. These transactions may occur on the OTC Bulletin Board, in the over-the-counter market or on any trading market. If any of these transactions are commenced they may be discontinued without notice at any time.

The restricted period under Regulation M for this offering will have ended when (i) all of the units have been distributed, (ii) any stabilization arrangements and trading restrictions in connection with the offering have been terminated, and (iii) the over-allotment option has been exercised or has expired.

Other Terms

Although the underwriter is not obligated to do so, it may introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. There are, however, no preliminary agreements or understandings between the underwriter and any potential targets. We are not under any contractual obligation to engage the underwriter to provide any services for us after this offering, but if we enter into any such contractual obligation, we may pay the underwriter a finder’s fee that would be determined at that time in an arm’s length negotiation subject to the approval of the independent directors where the terms would be fair and reasonable to each of the interested parties; provided, that no agreement will be entered into and no fee will be paid prior to the one year anniversary of the date of this prospectus.

Indemnification

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

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NOTICES TO NON-U.S. INVESTORS

European Economic Area Prospectus Directive (France, Ireland, Italy, Germany, United Kingdom and Switzerland)

General

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of units described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the units that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:

Each purchaser of units described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

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

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

Ireland

See “European Economic Area Prospectus Directive—General” above.

Italy

Neither this prospectus nor any other offering material relating to the units, the shares and the warrants described in this prospectus has been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no units, shares or warrants may be offered, sold or delivered, nor may copies of the prospectus or any documentation relating to the units, shares or warrants be distributed, in the Republic of Italy, except:

(i) to professional investors (“operatori qualificati”), within the meaning set forth under Article 100, paragraph 1, letter (a) and Article 30, paragraph 2 of Legislative Decree No. 58 of 24th February, 1998 (the

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