$800,000,000

Trian Acquisition I Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. If we are unable to consummate our business combination within 24 months from the date of this prospectus, but have entered into a definitive agreement with respect to a business combination, we may seek stockholder approval to extend the period of time to consummate a business combination by up to an additional six months. In order to extend the period of time to up to 30 months (i) holders of a majority of our outstanding shares of common stock must approve the extension and (ii) conversion rights must be exercised with respect to less than 40% of the shares sold in this offering, each as described in this prospectus. If we fail to sign a definitive agreement within such 24-month period or if we fail to consummate a business combination within such 24-month period (or up to 30-month period if our stockholders approve an extension), we will liquidate and distribute the proceeds held in the trust account described below to our public stockholders. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities relating to this offering.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.00. Each warrant will become exercisable on the later of our consummation of a business combination and January 23, 2009, provided that we have an effective registration statement covering the common stock issuable upon exercise of the warrants and a current prospectus is available. The warrants will expire on January 23, 2013, or earlier upon redemption.

Our sponsor, Trian Acquisition I, LLC, has agreed to purchase 10,000,000 warrants from us at a price of $1.00 per warrant ($10,000,000 in the aggregate) in a private placement that will occur immediately prior to the closing of this offering. The proceeds from the sale of the warrants in the private placement will be deposited into a trust account and subject to a trust agreement described below, and will be part of the funds distributed to our public stockholders in the event we are unable to consummate a business combination. The sponsor warrants will be substantially similar to the warrants included in the units being sold in this offering, except that the sponsor warrants will not be redeemable by us as long as they are held by our sponsor or its permitted transferees and may be exercised by paying cash or on a cashless basis. Our sponsor has agreed not to transfer, assign or sell any of these warrants, subject to limited exceptions, until after we consummate our business combination.

In addition, prior to the closing of this offering, Trian Fund Management, L.P., an affiliate of our sponsor, will enter into an agreement with Deutsche Bank Securities Inc. and Merrill Lynch & Co. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will cause Trian Partners (as defined herein) to place limit orders for up to $75,000,000 of our common stock commencing two business days after we file a preliminary proxy statement relating to our business combination and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require Trian Partners to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase. The purchase of such shares will be made by Deutsche Bank Securities Inc., Merrill Lynch & Co. or another broker dealer mutually agreed upon by such firms and Trian Fund Management, L.P. It is intended that purchases pursuant to the limit orders will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M which may prohibit purchases under certain circumstances. Any portion of the $75,000,000 not used for open market purchases of common stock will be applied to the purchase of units from us by Trian Partners, at a price of $10.00 per unit, immediately prior to the consummation of our business combination.

There is presently no public market for our units, common stock or warrants. Our units have been approved for listing on the American Stock Exchange under the symbol “TUX.U.” The common stock and warrants comprising the units will begin separate trading five business days (or as soon as practicable thereafter) following the earlier to occur of (1) the expiration or termination of the underwriters’ over-allotment option and (2) its exercise in full, subject in either case to our having filed a current report on Form 8-K with the Securities and Exchange Commission, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and having issued a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the American Stock Exchange under the symbols “TUX” and “TUX.WS,” respectively. We cannot assure you that our securities will continue to be listed on the American Stock Exchange.

We have granted our underwriters a 30-day option to purchase up to 12,000,000 additional units solely to cover over-allotments, if any (over and above the 80,000,000 units referred to above). The over-allotment option will be used only to cover a syndicate short position resulting from the initial distribution.

Investing in our securities involves risks. See “Risk Factors” beginning on page 30 of this prospectus for a discussion of information that you should consider 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 passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Of the net proceeds we receive from this public offering and the private placement of the sponsor warrants, $788,620,000 (approximately $9.86 per unit) will be deposited into a trust account (of which $25,920,000 or approximately $0.324 per unit is attributable to the underwriters’ deferred discount) maintained by Wilmington Trust Company, acting as trustee. The underwriters will not be entitled to any income earned on the deferred fees. The funds held in trust (net of taxes and up to $9,500,000 of income earned on the trust account that is permitted to be disbursed to us for working capital purposes) will not be released from the trust account until the earlier of the consummation of a business combination or our liquidation, except to satisfy stockholder conversion rights as described in this prospectus.

We are offering the units for sale on a firm-commitment basis. Deutsche Bank Securities Inc. and Merrill Lynch & Co., acting as representatives of the underwriters, expect to deliver our securities to investors in the offering on or about January 29, 2008.

The date of this prospectus is January 23, 2008.

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

Unless otherwise stated in this prospectus:

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. In addition, unless we tell you otherwise, all information in this prospectus (other than our historical financial statements) regarding our shares of common stock, warrants and units gives effect to (i) a stock dividend in the amount of 0.06667 shares of common stock for each share of common stock issued and outstanding on January 23, 2008 and (ii) an adjustment to the number of sponsor units and warrants included in (or formerly included in) such units, which were effected on January 23, 2008 (which is after the date of our financial statements included in this prospectus), so that our sponsor, our officers and directors and our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock and warrants) after this offering, after giving effect to any mandatory redemption of sponsor units to the extent the underwriters do not fully exercise their over-allotment option.

PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes, before investing.

Proposed Business

General

We are a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We will have until 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus to consummate a business combination. If we fail to consummate a business combination within the required time frame, our corporate existence will, in accordance with our amended and restated certificate of incorporation, cease except for the purposes of winding up our affairs and liquidating.

Business Strategy

We will seek to capitalize on the substantial investing and operating expertise of our management team. Led by Nelson Peltz, Peter W. May and Edward P. Garden, our management team has extensive experience investing in, owning and operating businesses across many sectors, including the consumer, industrial and financial services sectors. Our management team has generated attractive investment returns for over 35 years through its operations-centric investment strategy that targets fundamentally strong companies that have been mismanaged or undermanaged and creates value at those companies primarily by increasing profitability. This strategy seeks to execute strategic and operational initiatives that will result in higher sales, lower expenses and enhanced free cash flow. Though the strategy does not primarily rely on leverage or other balance sheet opportunities, we may also seek to enhance value through optimization of a target company’s capital structure, including adjusting a company’s leverage to levels that we think are more efficient. Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

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•				Companies with potential for increased profitability. We will seek to acquire a company that has the potential to significantly improve profitability through fundamental operational improvements.

•				Increased sales. We will search for a company with opportunities to increase sales through, among other things, investing in brand development, adopting innovative marketing practices, repositioning products to attract new customers, optimizing global expansion opportunities, improving product pricing, accelerating the introduction of new products and making strategic acquisitions.
•				Reduced expenses. We will search for a company with the potential to reduce expenses through, among other things, refocusing on core competencies, eliminating unnecessary bureaucracy, enhancing management of inventory, accounts receivable and supply chains, investing in technology and exiting non-core businesses.

•				Companies with potential for strong free cash flow generation. We will seek to acquire a company that has the potential to generate strong and stable free cash flow. We will focus on companies that have predictable, recurring revenue streams and low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

Competitive Strengths

We believe we have the following competitive strengths:

Operating expertise

We expect to utilize the significant operating expertise of our management team to identify, acquire and operate a business whose operations can be fundamentally improved and where there are opportunities for increased profitability. In addition, we believe that the experience of our management team may provide us with opportunities to recruit highly qualified executives, with whom they have worked in the past, to join the management of the operating business we acquire.

Our management team has substantial experience owning and operating successful businesses across many sectors. Nelson Peltz and Peter W. May have been business partners for more than 35 years, during which time they have created significant value as owners and day-to-day operators of both small and large capitalization companies. Their successful track record historically was built utilizing a combination of their personal assets and capital raised through controlled public holding companies (most recently, Triarc Companies, Inc.). Their landmark investments include: Triangle Industries (which acquired National Can Corporation and the packaging business of American Can Company to become one of the world’s largest packaging companies and a Fortune 100 industrial company); Snapple Beverage Group (Snapple was purchased by Triarc in 1997 for $300 million and the beverage group was sold by Triarc in 2000 for approximately $1.5 billion) and Arby’s Restaurant Group (which is still owned by Triarc). Edward P. Garden joined Mr. Peltz and Mr. May at Triarc in August 2003 and was named Vice Chairman and a director of Triarc in December 2004. In addition to operating experience, Mr. Garden brought to Triarc an extensive Wall Street background in finance and the capital markets.

In November 2005, Mr. Peltz, Mr. May and Mr. Garden launched Trian Fund Management, L.P., an investment management firm that we refer to, together with the funds and accounts it and its affiliates manage, as Trian Partners. To date, Trian Partners has focused on utilizing its successful operations-centric investment strategy to make non-control investments in public companies. Trian Partners seeks to become a significant shareholder in fundamentally good businesses that have been mismanaged or undermanaged and create long-term value by working with management teams and boards of directors principally to build the income statement. By utilizing a constructive, hands-on approach in working with management that is based on thorough and thoughtful analysis, extensive due diligence, and a deep understanding of the underlying business, Trian Partners believes it has developed a reputation as a positive change agent and achieved significant credibility with boards, management teams and institutional investors. Notable investments of Trian Partners include:

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Cadbury Schweppes plc, H. J. Heinz Company, Tiffany & Co., Wendy’s International, Inc., Chemtura Corporation and CBRL Group, Inc. (Cracker Barrel).

Prior to making its investments, Trian Partners typically develops a highly detailed action plan (or “white paper”) that sets forth operational initiatives aimed at increasing sales, reducing expenses and maximizing free cash flow. The action plans also address capital structure efficiency and strategic redirection. In the case of Wendy’s, the principal focus of Trian Partners’ action plan was a substantial improvement in operating margins at Wendy’s Old Fashioned Hamburger restaurants owned and operated by the company, which Trian Partners believed were less than half those of its peer group and some of its franchisees. The action plan called for a reduction in costs by approximately $200 million. And in the case of Heinz, Trian Partners’ action plan called for: significantly reducing annual costs, which had been growing faster than sales; focusing on consumer marketing and innovation, rather than competing on price, by reinvesting dollars otherwise spent on deals, allowances and other trade spending to retailers; increasing focus on key brands and geographies; and implementing a more efficient capital structure. Trian Partners currently has representatives on each of these companies’ boards of directors and shareholder value has significantly increased since Trian Partners set forth its operational insights and initiatives.

As further detailed below, we believe that our access to the experience, capabilities and infrastructure of Trian Partners will enable us to generate proprietary deal flow opportunities, evaluate potential business combination opportunities in a thoughtful and methodical fashion and structure a successful business combination transaction. Trian Partners currently has more than 30 employees, including 16 investment professionals that have extensive operating, investment, mergers and acquisitions, legal, financing, restructuring, tax and accounting experience.

Unique platform for deal generation

We believe that the involvement of Mr. Peltz, Mr. May and Mr. Garden in the investment activities of Trian Partners may result in proprietary deal flow opportunities for us because Trian Partners does not typically seek to acquire majority ownership of operating companies. Trian Partners will typically seek to become one of the largest shareholders and work proactively with management and the board of directors to effect positive operational change, and in many cases, a member of the firm will join the board. In these situations, Trian Partners’ position and competitive advantage could lead to proprietary deal flow opportunities for our company, particularly in a case where a company in which Trian Partners has invested is seeking to divest a non-core asset because Trian Partners does not typically seek to acquire a majority ownership of operating businesses. In addition, through its involvement with Trian Partners, we expect that our management team will be able to stay close to trends and developments in various industries and, although there may not be immediate acquisition opportunities, we believe this will allow us to be opportunistic in pursuing our business combination.

In addition to their involvement in Trian Partners, over the course of their careers, Mr. Peltz, Mr. May and Mr. Garden have developed a diverse network of operational and transactional relationships that have generated a significant flow of investment opportunities, many of which are proprietary. These relationships include an extensive array of industry experts, consultants, investment banks, law firms, institutional investors, investment funds, financial sponsors and entrepreneurs. We can make no assurances that our relationship with Trian Partners or our other business relationships will result in opportunities to acquire a target business.

Intense focus on due diligence that seeks to identify key value drivers and significant risks

Our management team will employ an exhaustive operations-centric due diligence process that has been developed throughout its many years of investing experience, most recently at Trian Partners. For example, this experience has given our management team insight and knowledge on such key issues as valuations, appropriate capital structures, strategic vision and capabilities of an acquisition target’s management team. As a result, we believe that this provides us with certain analytical advantages and insights as we evaluate potential business combination opportunities. During the due diligence phase, our management team will carefully evaluate prospective industries

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and business targets to uncover key issues that will drive value or, as importantly, pose a significant risk (such as contingent liabilities, pension matters and environmental issues). We believe our management team’s deep and diverse set of skills in management, operations and corporate finance, together with our access to the extensive mergers and acquisitions, legal, financing, restructuring, tax and accounting experience of Trian Partners’ investment professionals, will enable us to avoid potential risks that other investors may not identify.

The due diligence process will begin with an initial evaluation of the target company’s business, management, risks and potential opportunities. After we reach an internal consensus to proceed, the review process will include extensive meetings with several levels of management, a detailed analysis of historical and projected financial statements and strategic plans, visits to key facilities and interviews with customers, suppliers and competitors. As the due diligence process proceeds, our management team will identify a prioritized set of operational, financial and strategic improvements that will form the basis for an action plan, that, when implemented, will create improved and sustained growth and profit enhancements.

We believe this time-tested due diligence methodology will not only help us to identify key value drivers and potential growth opportunities, but will also enable us to avoid potential risks that other investors may not identify.

Transaction structuring

Another distinguishing feature that we believe provides a competitive advantage is the manner in which we approach transaction structuring. Our goal is to structure a transaction that addresses a target company’s strategic and operating objectives while at the same time creating an attractive risk-return proposition for our company and its shareholders. When we identify potential investment opportunities, we will work closely with the target’s management to understand its objectives. We will then seek to design a transaction structure that balances the achievement of these objectives with the need to minimize risks associated with the potential transaction as well as implement the operational and other initiatives identified in our action plan. We will consider a variety of factors, including capital structure, valuation, contractual rights, regulatory issues, management alignment and incentive compensation structures, to accomplish these objectives. We believe our management team’s extensive mergers and acquisitions, legal, tax and accounting experience will help enable us to structure a successful business combination.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses that are not public companies (although we have the flexibility to acquire a public company). As an existing public company, we offer a target business that is not itself a public company an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe non-public target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

Financial position

With funds available initially in the amount of approximately $763,200,000, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business

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to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting a Business Combination

Our business combination must occur with one or more target businesses that together have a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,500,000 disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of the business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an unaffiliated, independent investment banking firm that is a member of the Financial Industry Regulatory Authority with respect to the satisfaction of such criteria.

In addition, we will not consummate a business combination unless we acquire a controlling interest in the target company. We will acquire a controlling interest either through the acquisition of a majority of the voting equity interests in the target or through the acquisition of a significant voting equity interest that enables us to exercise a greater degree of control over the target than any other equity holder. In the event we acquire less than a majority of the voting equity interests in the target, we may seek an even greater degree of control through contractual arrangements with the target and/or other target equity holders, or through special rights associated with the target equity security that we hold, which arrangements or rights may grant us the ability, among other things, to appoint certain members of the board (or equivalent governing body) or management of the target or the ability to approve certain types of significant transactions that the target may seek to enter into.

As described below, because we may issue voting securities in connection with a transaction, it is possible that the stockholders of our company immediately prior to our business combination will not hold a majority of the voting equity interests of the surviving company after giving effect to the business combination. If we acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that we acquire is what will be valued for purposes of the 80% of net assets test. If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions.

The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of the net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of the business combination. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business or businesses and/or seek to raise additional funds through an offering of debt or equity securities or borrowings under a credit facility. If we issue equity securities in order to consummate a business combination, our stockholders prior to the business combination could end up owning a minority of the voting and/or equity interests of the surviving company after giving effect to the business combination.

Conflicts of Interest

Our officers and directors are not required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

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In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our business combination, 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus and such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (whether through the acquisition of a majority of the voting equity interests of the target or through other means as described above) in a company that is not publicly traded on a stock exchange or over-the-counter market with an enterprise value of between $800 million and $3.2 billion, subject to (i) any fiduciary duties or contractual obligations they may have currently or in the future in respect of Trian Partners and any companies in which Trian Partners invests and (ii) any other pre-existing fiduciary duties or contractual obligations they may have. We expect primarily to target businesses within this range of enterprise values (calculated as equity value plus debt, minus cash), although we have the flexibility to acquire a business outside of this range. The bottom range of enterprise values represents the gross proceeds of this offering and the top range represents four times such proceeds (which would allow for a potential transaction resulting in a three-to-one debt to equity capital ratio).

Each of our officers and directors (other than our independent directors) has a duty to present Trian Partners with opportunities that meet the investment strategy of Trian Partners, which consists primarily of making non-control investments in existing public companies. Mr. Peltz, Mr. May and Mr. Garden are also directors of Triarc Companies, Inc. and, in addition to the general fiduciary duties they owe to Triarc, each of them (as well as Trian Fund Management, L.P.) has a contractual obligation to present Triarc with opportunities relating to investments in excess of 50% of the outstanding voting securities of businesses relating to the quick service restaurant industry. This contractual obligation will remain in effect for as long as Triarc continues to control the outstanding equity interest of businesses in the quick service restaurant industry, one or more of Mr. Peltz, Mr. May and Mr. Garden serves as a director of Triarc and these individuals together own in excess of 10% of Triarc’s common equity. Even in the absence of this contractual obligation, Mr. Peltz, Mr. May and Mr. Garden may owe fiduciary duties to present Triarc with business opportunities relating to the quick service restaurant industry, before presenting such opportunities to us, for as long as they serve on Triarc’s board of directors.

In addition, Mr. Peltz owes a fiduciary duty to H. J. Heinz Company, of which he is a director, Mr. May owes a fiduciary duty to Deerfield Capital Corp., of which he is a director, and Mr. Garden owes a fiduciary duty to Chemtura Corporation, of which he is a director. To the extent that such individuals identify business combination opportunities that may be suitable for entities to which they have pre-existing fiduciary obligations, or are presented with such opportunities in their capacities as fiduciaries to such entities, they may honor their pre-existing fiduciary obligations to such entities. Accordingly, they may not present business combination opportunities to us that otherwise may be attractive to such entities unless the other entities have declined to accept such opportunities.

We do not believe that any of the foregoing fiduciary duties or contractual obligations will materially undermine our ability to consummate a business combination.

Private Placement of Sponsor Units

In October 2007, our sponsor, which is wholly-owned by Mr. Peltz, Mr. May and Mr. Garden, purchased an aggregate of 21,562,500 sponsor units (or 23,000,000 sponsor units after giving effect to the unit adjustment) for an aggregate purchase price of $25,000, or approximately $0.0012 per unit (or approximately $0.0011 per unit after giving effect to the unit adjustment). This includes an aggregate of 2,812,500 sponsor units (or 3,000,000 sponsor units after giving effect to the unit adjustment) that are subject to mandatory redemption by us (for a maximum aggregate redemption price of $3,261) if and to the extent the underwriters’ over-allotment option is not exercised, so that our sponsor, our officers and directors, our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of

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common stock and warrants) after this offering. Each sponsor unit consists of one share of common stock and one warrant. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:

In December 2007, our sponsor sold a portion of the shares of common stock included in the sponsor units to certain of our officers and directors and other related parties. See “Certain Relationships and Related Transactions.” On January 23, 2008, we declared a dividend of 0.06667 shares of common stock for each share of common stock issued and outstanding and adjusted the number of sponsor units and warrants included in (or formerly included in) such units, so that our sponsor, our officers and directors and our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock and warrants) after this offering, after giving effect to any mandatory redemption of sponsor units to the extent the underwriters do not fully exercise their over-allotment option.

Private Placement of Sponsor Warrants

Our sponsor has agreed to purchase 10,000,000 warrants from us at a price of $1.00 per warrant ($10,000,000 in the aggregate) in a private placement that will occur immediately prior to the closing of this offering. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by Wilmington Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus, the $10,000,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public stockholders and the sponsor warrants will expire worthless. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that the sponsor warrants:

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Trian Partners Purchase Commitment

Prior to the closing of this offering, Trian Fund Management, L.P. will enter into an agreement with Deutsche Bank Securities Inc. and Merrill Lynch & Co. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will cause Trian Partners to place limit orders for up to $75,000,000 of our common stock commencing two business days after we file a preliminary proxy statement relating to our business combination and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require Trian Partners to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase. The purchase of such shares will be made by Deutsche Bank Securities Inc., Merrill Lynch & Co. or another broker dealer mutually agreed upon by such firms and Trian Fund Management, L.P. It is intended that purchases pursuant to the limit orders will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M which may prohibit purchases under certain circumstances. Trian Partners will agree to vote all shares of common stock purchased pursuant to such limit orders in favor of our business combination and in favor of an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our business combination. As a result, Trian Partners may be able to influence the outcome of our business combination or a proposed extension. Trian Partners will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares.

Any portion of the $75,000,000 not used for open market purchases of common stock will be applied to the purchase of units from us by Trian Partners, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. The co-investment units will be identical to the units sold in this offering, except that they will be subject to certain transfer restrictions. The proceeds of the sale of the co-investment units will not be deposited into the trust account and will not be available for distribution to our public stockholders upon conversion of shares held by public stockholders as described below.

The business purpose of the limit order program is to provide liquidity in the market for our shares in the period prior to the stockholders meeting to approve our business combination and to provide an opportunity for stockholders who might otherwise elect to convert their shares at the meeting to sell their shares to Trian Partners in advance of the meeting. This may make it easier for us to consummate our business combination because Trian Partners will agree to vote any shares it acquires in favor of the business combination, but it will not limit the ability of public stockholders to exercise their conversion rights at the stockholders meeting nor will it affect the requirement that we only consummate a business combination if holders of less than 40% of the shares sold in this offering exercise their conversion rights (calculated on a cumulative basis as described in this prospectus). The business purpose of the co-investment is to provide additional capital to us at a time when some stockholders may elect to withdraw their capital by exercising conversion rights. Together, we believe these purchase obligations demonstrate Trian Partners’ commitment to our completion of an advantageous business combination and to the success of our company following our business combination.

Trian Partners will agree not to sell or transfer any shares of common stock or co-investment units (including the securities underlying or issuable upon exercise of such securities) purchased pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.

Our executive offices are located at 280 Park Avenue, 41st Floor, New York, New York 10017 and our telephone number is (212) 451-3000.

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The Offering

In making your decision on whether to invest in our securities, you should carefully consider the risks set forth in the section entitled “Risk Factors” beginning on page 30 of this prospectus. In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our officers and directors, but also the special risks we face as a development stage company and the fact that you will not be entitled to protections normally afforded to investors in blank check offerings conducted in compliance with Rule 419 under the Securities Act of 1933, as amended.

Our sponsor, our officers and directors and our other current stockholders currently hold an aggregate of 23,000,000 sponsor units (or their equivalent in shares of common stock and warrants), which after giving effect to this offering and the full exercise of the underwriters’ over-allotment option would equal 20% of our aggregate issued and outstanding units (or their equivalent in shares of common stock and warrants). We will redeem up to an aggregate of 3,000,000 sponsor units (for a maximum aggregate redemption price of $3,261) in the event that the underwriters do not fully exercise their over-allotment option. We will redeem sponsor units only in an amount sufficient to cause the amount of issued and outstanding units (or their equivalent in shares of common stock and warrants) held by our sponsor, our officers and directors, our other current stockholders and their permitted transferees to equal 20% of our aggregate amount of issued and outstanding units (or their equivalent in shares of common stock and warrants) after giving effect to this offering and the exercise, if any, of the underwriters’ over-allotment option. For purposes of this summary, we assume that the underwriters will not exercise their over-allotment option and therefore, unless otherwise indicated, present the amount of units, shares of common stock and warrants outstanding after giving effect to the redemption of 3,000,000 sponsor units.

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		Following the date the common stock and warrants are eligible to trade separately, the units will continue to be listed for trading, and any security holder may elect to break apart a unit and trade the common stock or warrants separately or as a unit. Even if the component parts of the units are broken apart and traded separately, the units will continue to be listed as a separate security, and consequently, any subsequent security holder owning common stock and warrants may elect to combine them together and trade them as a unit. Security holders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed.
Common stock:
Number outstanding before this offering		20,000,000 shares(1)
Number outstanding after this offering		100,000,000 shares(1)
Warrants:
Number outstanding before this offering and the private placement of sponsor warrants		20,000,000 warrants(2)
Number outstanding after this offering and the private placement of the sponsor warrants		110,000,000 warrants (including 10,000,000 sponsor warrants)(2)
Exercisability		Each warrant is exercisable for one share of common stock.
Exercise price		$7.00
Exercise period		The warrants will be exercisable only if we provide for an effective registration statement covering the shares of common stock issuable upon exercise of the warrants. The warrants will become exercisable on the later of:
		•		the consummation of our business combination, and
		•		January 23, 2009.
		The warrants will expire at 5:00 p.m., New York time, on January 23, 2013, or earlier upon redemption.
Redemption		We may redeem the outstanding warrants (except as described below with respect to the warrants included in the sponsor units and the sponsor warrants) at any time after the warrants become exercisable:

		•		in whole and not in part,
		•		at a price of $0.01 per warrant,
		•		upon a minimum of 30 days’ prior written notice of redemption, and

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		•		if, and only if, the last sales price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption.
		In addition, we may not redeem the warrants unless the shares of common stock issuable upon exercise of those warrants are covered by an effective registration statement from the date of notice of redemption through the date fixed for the redemption.
		If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder will then be entitled to exercise their warrants prior to the date scheduled for redemption.
		The redemption provisions for our warrants have been established at a price that is intended to provide warrant holders with the ability to exercise their warrants prior to redemption at a premium to the initial exercise price. There can be no assurance, however, that the price of the common stock will exceed either the redemption trigger price of $13.75 or the warrant exercise price of $7.00 after we call the warrants for redemption.
		If we call the warrants for redemption as described above, we will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock issuable upon exercise of the warrants, multiplied by the difference between the fair market value (as defined below) of the warrants and the exercise price by (y) the fair market value. For this purpose, the “fair market value” means the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. For example, if the fair market value of the common stock were $13.75, a holder of 100 warrants would pay the exercise price by surrendering the 100 warrants in exchange for a number of shares calculated as follows: (100 shares x ($13.75 – $7.00)) ¸ $13.75 = 49 shares. We will not issue fractional shares upon exercise of warrants. If a warrant holder would be entitled to receive a fractional interest in a share, we will round up to the nearest whole number of shares.
		If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash.

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		The foregoing redemption provisions do not apply to the warrants included in the sponsor units or the sponsor warrants, in each case for as long as such warrants are held by our sponsor or its permitted transferees.
Sponsor units		In October 2007, our sponsor purchased an aggregate of 21,562,500 sponsor units (or 23,000,000 sponsor units after giving effect to the unit adjustment) for an aggregate purchase price of $25,000, or approximately $0.0012 per unit (or approximately $0.0011 per unit after giving effect to the unit adjustment). This includes an aggregate of 2,812,500 sponsor units (or 3,000,000 sponsor units after giving effect to the unit adjustment) that are subject to mandatory redemption by us (for a maximum aggregate redemption price of $3,261) if and to the extent the underwriters’ over-allotment option is not exercised, so that our sponsor, our officers and directors, our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock and warrants) after this offering. Each sponsor unit consists of one share of common stock and one warrant. The shares of common stock and warrants comprising the sponsor units are detachable and may be transferred separately, subject to certain transfer restrictions described below. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:
		•		our sponsor, our other current stockholders and their permitted transferees will not be able to exercise conversion rights (as described below) with respect to the common stock;
		•		our sponsor and our other current stockholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public stockholders at the special or annual stockholders meeting called for the purpose of approving our business combination or any extension of our corporate existence to up to 30 months;
		•		our sponsor and our other current stockholders have waived, and their permitted transferees will waive, their right to participate in any liquidation distribution with respect to the common stock if we fail to consummate a business combination;
		•		the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30- trading day period beginning 90 days after our business combination;

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		•		the warrants will not be redeemable by us as long as they are held by our sponsor or its permitted transferees (other than as part of a redemption of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);
		•		the warrants may by exercised by the holders by paying cash or on a cashless basis; and
		•		the sponsor units, the common stock and the warrants (including the common stock issuable upon exercise of the warrants) will be subject to certain transfer restrictions described below until 180 days after the consummation of our business combination.
		In December 2007, our sponsor sold a portion of the shares of common stock included in the sponsor units to certain of our officers and directors and other related parties. See “Certain Relationships and Related Transactions.” On January 23, 2008, we declared a dividend of 0.06667 shares of common stock for each share of common stock issued and outstanding and adjusted the number of sponsor units and warrants included in (or formerly included in) such units, so that our sponsor, our officers and directors and our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock and warrants) after this offering, after giving effect to any mandatory redemption of sponsor units to the extent the underwriters do not fully exercise their over-allotment option.
Private placement of sponsor warrants		Our sponsor has agreed to purchase 10,000,000 warrants from us at a price of $1.00 per warrant for a total of $10,000,000 in a private placement that will occur immediately prior to the closing of this offering.
		The proceeds from the private placement of the sponsor warrants will be added to the proceeds from this offering to be held in the trust account pending the consummation of our business combination. If we do not consummate a business combination within 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus, then the $10,000,000 proceeds from the sale of the sponsor warrants will become part of the amount payable to our public stockholders upon the liquidation of our trust account and the sponsor warrants will expire worthless.
		The sponsor warrants are identical to the warrants included in the units being sold in this offering, except that the sponsor warrants:
		•		will not be redeemable by us as long as they are held by our sponsor or its permitted transferees;

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		•		may be exercised by paying cash or on a cashless basis; and
		•		will be subject to certain transfer restrictions until after the consummation of our business combination, as described below.
Trian Partners Purchase Commitment		Prior to the closing of this offering, Trian Fund Management, L.P. will enter into an agreement with Deutsche Bank Securities Inc. and Merrill Lynch & Co. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will cause Trian Partners to place limit orders for up to $75,000,000 of our common stock commencing two business days after we file a preliminary proxy statement relating to our business combination and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require Trian Partners to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase. The purchase of such shares will be made by Deutsche Bank Securities Inc., Merrill Lynch & Co. or another broker dealer mutually agreed upon by such firms and Trian Fund Management, L.P. It is intended that purchases pursuant to the limit orders will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M which may prohibit purchases under certain circumstances. Trian Partners will agree to vote all shares of common stock purchased pursuant to such limit orders will be voted in favor of our business combination and in favor of an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our business combination. As a result, Trian Partners may be able to influence the outcome of our business combination or a proposed extension. Trian Partners will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares.
		Any portion of the $75,000,000 not used for open market purchases of common stock will be applied to the purchase of units from us by Trian Partners, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. The co-investment units will be identical to the units sold in this offering, except that they will be subject to certain transfer restrictions. The

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		proceeds of the sale of the co-investment units will not be deposited into the trust account and will not be available for distribution to our public stockholders upon conversion of shares held by public stockholders as described below.
		Trian Partners will agree not to sell or transfer any shares of common stock or co-investment units (including the securities underlying or issuable upon exercise of such securities) purchased pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.
Transfer restrictions		Our sponsor, our officers and directors and our other current stockholders have agreed, subject to certain exceptions described below, not to transfer, assign or sell, directly or indirectly:
		•		any of the sponsor units or any of the common stock or warrants included in such units (including the common stock issuable upon exercise of such warrants) until 180 days after the consummation of our business combination, or
		•		any of the sponsor warrants until after the consummation of our business combination.
		In addition, Trian Partners will agree not to sell or transfer any shares of common stock or co-investment units (including the securities underlying or issuable upon exercise of such securities) purchased pursuant to the purchase commitment, subject to certain exceptions, until 180 days after the consummation of our business combination.
		Notwithstanding, the foregoing, our sponsor, our officers and directors, our other current stockholders and Trian Partners will be permitted to transfer all or any portion of such securities to certain permitted transferees described under “Principal Stockholders—Transfers of Units, Common Stock and Warrants by our Sponsor.” These permitted transferees include our sponsor, Trian Partners, our officers, directors and employees, any affiliates or family members of such individuals, any affiliates of us, our sponsor or Trian Partners and any officers, directors, members and employees of our sponsor or such affiliates. All permitted transferees receiving such securities will be subject to the same transfer restrictions as our sponsor, our officers and directors, our other current stockholders and Trian Partners and any such transfers will be made in accordance with applicable securities laws.
Registration rights		Pursuant to a registration rights agreement between us, our sponsor, Trian Fund Management, L.P. and our other current stockholders, the holders of the sponsor units and the co-investment units (and the common stock and warrants comprising such units and the common stock issuable upon exercise of such warrants), the sponsor warrants (and the common stock issuable upon exercise of

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		such warrants) and any shares of common stock purchased by Trian Partners pursuant to the purchase commitment will be entitled to four demand registration rights, “piggy-back” registration rights and short-form resale registration rights commencing after the consummation of our business combination, in the case of the sponsor warrants, and 180 days after the consummation of our business combination, in the case of the sponsor units, the co-investment units and the shares of common stock purchased pursuant to the purchase commitment.
American Stock Exchange listing		Our securities have been approved for listing on the American Stock Exchange. Although after giving effect to this offering we expect to meet on a pro forma basis the minimum initial listing standards of the American Stock Exchange, we cannot assure you that our securities will continue to be listed on the American Stock Exchange as we might not meet certain continuing listing standards such as income from continuing operations.
Proposed ticker symbols for our:
Units		TUX.U
Common stock		TUX
Warrants		TUX.WS
Offering proceeds and proceeds from sale of sponsor warrants to be held in trust		$778,620,000 of the net proceeds of this offering plus the $10,000,000 we will receive from the sale of the sponsor warrants (for an aggregate of $788,620,000 or approximately $9.86 per unit sold to the public in this offering) will be placed in a trust account maintained by Wilmington Trust Company, acting as trustee pursuant to an agreement to be signed on the effective date of the registration statement. This amount includes $25,920,000 of the underwriting discount that is being deferred until we consummate a business combination. We believe that the placement of the underwriters’ deferred discount and the purchase price of the sponsor warrants in the trust account is a benefit to our public stockholders because additional proceeds will be available for distributions to investors if we liquidate our trust account prior to our consummation of a business combination.
		The proceeds held in the trust account will not be released until the earlier of the consummation of our business combination or our liquidation. Notwithstanding the foregoing, there can be released to us from the trust account income earned on the trust account (i) up to an aggregate of $9,500,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) in any amounts we need to pay any federal, state and local tax obligations, including income taxes imposed at the applicable rates on income from investments held through the trust account, applicable franchise taxes and any other tax obligations imposed in respect of the trust account. In addition,

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		amounts in the trust account may be used to satisfy the exercise of stockholder conversion rights in connection with an extension of our corporate existence to up to 30 months as described below. With these exceptions, expenses incurred by us while seeking a business combination may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially, $500,000 after the payment of the expenses relating to this offering). It is possible that we could use a portion of the funds not in the trust account to make a deposit or down payment to fund a “no-shop” provision with respect to a particular proposed business combination. In the event we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), we may not have a sufficient amount of working capital available outside of the trust account to pay expenses related to finding a suitable business combination without securing additional financing. If we are unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and would liquidate our trust account.
Underwriters’ deferred discount		The underwriters have agreed to defer $25,920,000 of their underwriting discount, equal to 3.24% of the gross proceeds of the public offering, until the consummation of a business combination. Upon the consummation of a business combination, such amount, reduced pro-ratably by the exercise of stockholder conversion rights described below, will be released to the underwriters out of the trust account.
		The underwriters will not be entitled to any income earned on the deferred discount. If we liquidate the trust account, the underwriters have agreed to waive any right they may have to the $25,920,000 of the deferred discount held in the trust account, all of which will be distributed to our public stockholders on a pro rata basis.
Proceeds from exercise of warrants paid to us		None of the warrants may be exercised until after the consummation of our business combination and, thus, after the funds in the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
Limited payments to insiders		There will be no fees, reimbursements or other cash payments paid by us to our sponsor or our officers or directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of our business combination, other than the following:
		•		repayment of principal on a $250,000 loan made to us by our sponsor;
		•		payment of $10,000 per month for up to 30 months (up to an aggregate of $300,000) to Trian Fund

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				Management, L.P. for office space and administrative services; and
		•		reimbursement of out-of-pocket expenses incurred by our officers and directors in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.
Conditions to consummating our business combination		Our business combination must occur with one or more target businesses that together have a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of such business combination. Our board of directors will determine the fair market value based on standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.
		In addition, we must acquire a controlling interest in the target company. Key factors in determining whether we have a controlling interest include whether we own a majority of the voting equity interests of the target, the extent to which we have the ability to appoint members of the board of directors or management of the target and the extent to which we otherwise have effective control over the target (whether pursuant to the securities we acquire, by contract or otherwise).
		Depending on the percentage of our public stockholders exercising conversion rights and the fair market value of our business combination, we may need to raise additional capital through either equity or debt issuances to fund the full acquisition price of our business combination.
Stockholders must approve business combination		Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect our business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. In connection with our business combination, we will also seek stockholder approval for a proposal to amend our amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination.
		We will only proceed with our business combination if:
		•		the business combination is approved by a majority of votes cast by our public stockholders at a duly held stockholders meeting,
		•		the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence is approved by holders of a majority of our outstanding shares of common stock, and
		•		conversion rights have been exercised with respect to less than 40% of the shares of common stock

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				issued in this offering, on a cumulative basis (including the shares as to which conversion rights were exercised in connection with (i) a stockholder vote, if any, to approve an extension of the time period within which we must complete our business combination and (ii) the stockholder vote to approve our business combination).
		It is our understanding and intention in every case to structure and consummate a business combination in which approximately 39.99% of the public stockholders may exercise their conversion rights and the business combination will still go forward.
		Our threshold for conversion rights has been established at 40% although historically blank check companies have used a 20% threshold. This structural change is consistent with many other current filings with the Securities and Exchange Commission and it will increase the likelihood of an approval of any proposed business combination by making it easier for us to consummate a business combination with which public stockholders may not agree. However, the 40% threshold entails certain risks described under “Risk Factors—Risks Relating to Our Structure as a Development Stage Company.”
		For purposes of seeking approval of our business combination by a majority of voting public stockholders, non-votes will have no effect on the approval of a business combination once a quorum is obtained (although non-votes will have an effect on the approval of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence). We intend to give approximately 30 (but not less than 10 nor more than 60) days prior written notice of any meeting at which a vote will be taken to approve a business combination.
		In connection with the vote required for approving our business combination or any extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our business combination, our sponsor, our officers and directors and our other current stockholders have agreed, and their permitted transferees will agree, to vote the shares of common stock included in the sponsor units in accordance with the majority of the shares of common stock voted by the public stockholders. Our sponsor, our officers and directors and our other current stockholders have also agreed, and their permitted transferees will agree, that they will vote all such shares in favor of the amendment to our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our business combination. In addition, Trian Partners will agree to vote all shares of common stock purchased in the open market

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		pursuant to the purchase commitment in favor of our business combination, in favor of the amendment providing for our perpetual existence and in favor of an extension of our corporate existence to up to 30 months.
		If a vote on our business combination is held and the conditions to proceeding with a business combination are not satisfied, we may continue to try to consummate our business combination until 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus.
		Upon the consummation of our business combination, unless required by Delaware law, the federal securities laws and the rules and regulations promulgated thereunder, or the rules and regulations of an exchange upon which our securities are listed, we do not presently intend to seek stockholder approval for any subsequent mergers, acquisitions or similar transactions.
Possible extension of time to consummate a business combination to up to 30 months		Unlike most other blank check companies, if we have entered into a definitive agreement relating to a business combination within 24 months following the consummation of this offering (and if we anticipate that we may not be able to consummate a business combination within the 24-month period), we may seek up to a six-month extension to complete our business combination by calling a special (or annual) meeting of our stockholders for the purpose of soliciting their approval to amend our amended and restated certificate of incorporation to give effect to such extension. Approval of any extension will require the affirmative vote of the holders of a majority of our outstanding shares of common stock at the special (or annual) meeting called for the purpose of approving such extension.
		In connection with the vote required for any such extension, our sponsor, our officers and directors and our other current stockholders have agreed, and their permitted transferees will agree, to vote the shares of common stock included in the sponsor units in accordance with the majority of the shares of common stock voted by the public stockholders. In addition, Trian Partners will agree to vote all shares of common stock purchased in the open market pursuant to the purchase commitment in favor of an extension of our corporate existence to up to 30 months. If we enter into a definitive agreement near the end of the 24-month period following the consummation of this offering, we may not have sufficient time to secure the approval of our stockholders and satisfy customary closing conditions.
		Any public stockholders voting against the proposed extension will be eligible to convert their shares into a pro rata share of the trust account if we effect the extension. However, we will not effect the extension if 40% or more of the shares sold in this offering vote

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		against the proposed extension and elect to convert their shares into their pro rata share of our trust account. In such event, if we cannot complete our business combination within the original 24- month period to be set forth in our amended and restated certificate of incorporation, we will liquidate.
		If we receive stockholder approval for the extended period and conversion rights are not exercised with respect to 40% or more of the shares sold in this offering in connection with the vote for the extended period, we will then have an additional period of up to six months in which to consummate the business combination. We will still be required to seek stockholder approval before completing our business combination if it was not obtained earlier, even if the business combination would not ordinarily require stockholder approval under applicable law. As a result of an approval of the extended period, we may be able to hold the funds in the trust account for up to 30 months.
		A stockholder’s election to convert its shares in connection with the vote on the extended period will only be honored if the extended period is approved.
		Stockholders who vote against the extended period and exercise their conversion rights may vote on the business combination if such business combination was not previously approved by the stockholders and such stockholders continue to own shares of common stock or acquire new shares through open market purchases or otherwise.
		Public stockholders who cause us to convert their shares into their pro rata share of the trust account will still have the right to exercise the warrants that they received as part of the units.
		If, following approval of the extension, at the end of the extended period of up to 30 months we have not effected a business combination, our corporate existence will automatically cease without the need for a stockholder vote.
Conversion rights for stockholders voting to reject a business combination or an extension of the time period within which we must complete our business combination		Pursuant to our amended and restated certificate of incorporation, each public stockholder voting against a business combination will have the right to convert its shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account, including both income earned on the trust account and the deferred underwriting discount (net of taxes payable and income of up to $9,500,000 disbursed to us for working capital purposes), provided that the business combination is approved and consummated. In addition, any stockholders voting against the proposed extension of the time period within which we must complete our business combination will be eligible to convert their shares into a pro rata share of the trust account if we

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		effect the extension. Our sponsor, our current stockholders and their permitted transferees will not have such conversion rights with respect to the common stock included in the sponsor units. In addition, Trian Partners will not be permitted to exercise conversion rights with respect to any shares of common stock purchased in the open market pursuant to the purchase commitment.
		Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting as a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering, on a cumulative basis, which includes any exercise of conversion rights in connection with either the stockholder vote required to approve an extension of the time period within which we must complete our business combination or the stockholder vote required to approve our business combination. Shares converted in connection with the vote on an extension of the time period within which we must complete our business combination and in connection with the vote on the business combination will be aggregated for purposes of this 10% limit. Such a public stockholder would still be entitled to vote against an extension or a proposed business combination with respect to all shares of common stock owned by him or his affiliates. We believe this restriction will deter stockholders from accumulating large blocks of stock before the vote held to approve an extension or a proposed business combination and prevent an attempt to use the conversion right as a means to force us or our management to purchase their stock at a premium to the then current market price. Absent this provision, for example, a public stockholder who owns 15% of the shares included in the units being sold in this offering could threaten to vote against an extension or a proposed business combination and seek conversion, regardless of the merits of the transaction, if his shares are not purchased by us or our management at a premium to the then current market price (or if our sponsor or management refuses to transfer to him some of their shares). By limiting a stockholder’s ability to convert only 10% of the shares included in the units being sold in this offering, we believe we have limited the ability of a small group of stockholders to unreasonably attempt to block a transaction that is favored by our other public stockholders. However, we are not restricting the stockholders’ ability to vote all of their shares against the transaction or against an extension.
		We view the right to seek conversion as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated

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		certificate of incorporation without the affirmative vote of holders of at least 95% of our outstanding shares of common stock.
		It is anticipated that the funds to be distributed to public stockholders who elect conversion will be distributed within three business days after the consummation of our business combination or the approval of an extension of the time period within which we must complete our business combination, as applicable. Public stockholders who convert their stock into their pro rata share of the trust account will continue to have the right to exercise any warrants they may hold.
		Investors in this offering who do not sell the warrants included in the units, or who receive less than approximately $0.14 of net sales proceeds for such warrants, and persons who purchase common stock in the aftermarket at a price in excess of approximately $9.86 per share, may have a disincentive to exercise their conversion rights because the amount they would receive upon conversion could be less than their original or adjusted purchase price.
Procedure for exercising conversion rights		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 or an extension of the time period within which we must complete our business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination or the extension, the business combination is approved and consummated or the extension is approved, the stockholder holds its shares through the consummation of the business combination or the date of the approval of the extension and the stockholder follows the specific procedures for conversion set forth in the proxy statement.
		In addition, we may require public stockholders, whether they are record holders or hold their shares in “street name,” either to tender their certificates to our transfer agent at any time through the vote on the business combination or the extension or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and it would be the broker’s decision whether or not to pass this cost on to the converting holder.
		The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination or extension will indicate whether we are requiring stockholders to satisfy such a delivery

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		requirement, in which case a stockholder would have from the time we send out our proxy statement through the vote on the business combination or the extension to deliver his shares if he wishes to exercise his conversion rights. If applicable, this time period will vary depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor.
		Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or electronically).
		If the business combination is not approved or consummated for any reason or the extension is not approved, then public stockholders voting against our business combination or the extension who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public stockholders to deliver their certificates prior to the meeting, we will promptly return such certificates to the public stockholders.
Liquidation if no business combination		If we have not consummated a business combination within 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus, our corporate existence will cease except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law, in which case we will as promptly as practicable thereafter adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Section 278 provides that our existence will continue for at least three years after its expiration for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against us, and of enabling us gradually to settle and close our business, to dispose of and convey our property, to discharge our liabilities and to distribute to our stockholders on a pro rata basis any remaining assets, but not for the purpose of continuing the business for which we were organized. Our existence will continue automatically even beyond the three-year period for the purpose of completing the prosecution or defense of suits begun prior to the expiration of the three-year period, until such time as any judgments,

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		orders or decrees resulting from such suits are fully executed.
		Section 281 of the Delaware General Corporation Law will require us to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to our public stockholders. We have not assumed that we will have to provide for payment on any claims that may potentially be brought against us within the subsequent 10 years due to the speculative nature of such an assumption.
		We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims of creditors to the extent of distributions received by them (but no more). However, because we are a development stage 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.) and prospective target businesses. While we will seek to have all vendors, service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business), prospective target businesses or other entities that are owed money by us for services rendered or contracted for or products sold to us execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable.
Trian Fund Management, L.P. liability for certain claims		Trian Fund Management, L.P. has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of vendors, service providers or other entities that are owed money by us for services rendered or contracted for or products sold to us, or by claims of prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a business combination with such target business. However, Trian Fund Management, L.P. will not be liable under this indemnity in respect of (i) any claimed amounts owed to a third party who executed a waiver (even if such waiver

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		is subsequently found to be invalid and unenforceable), (ii) any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended or (iii) any claims under the indemnification provisions of our amended and restated certificate of incorporation or the indemnity agreements we have entered into with our officers and directors (although Trian Fund Management, L.P. has separately guaranteed certain of our obligations under such indemnity agreements with our officers and directors prior to our business combination).
		We will not reimburse Trian Fund Management, L.P. for payments made by it to ensure that the proceeds in the trust account are not reduced. We believe that the board of directors would be obligated to pursue a potential claim for reimbursement from Trian Fund Management, L.P. pursuant to the terms of its agreements with us if it would be in the best interest of our stockholders to pursue such a claim. Such a decision would be made by a majority of our disinterested directors based on the facts and circumstances at the time. However, we will have no recourse against Trian Fund Management, L.P. if any liability occurs with respect to a claim other than a claim by a vendor, service provider, prospective target business or other entity that is owed money by us for services rendered or contracted for or products sold to us, as well as claims of prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a business combination with such target business.
		We cannot assure you that Trian Fund Management, L.P., which is a privately held limited partnership without publicly disclosed financial statements, will have sufficient assets to satisfy its obligations, if it is required to do so. Further, Trian Fund Management, L.P. is liable only to the extent necessary to ensure that the amounts in the trust fund are not reduced. As a result, we cannot assure you that the per-share distribution from the trust fund, if we liquidate, will not be less than $9.86, plus income earned, then held in the trust account.
Waiver by our sponsor, our other current stockholders and the underwriters of participation in liquidation distribution		Our sponsor, our officers and directors and our other current stockholders have waived, and their permitted transferees will waive, their right to participate in any liquidation distribution occurring upon our failure to consummate a business combination and subsequent liquidation, with respect to the common stock included in the sponsor units. In addition, the underwriters have agreed to waive their rights to the $25,920,000 of the underwriters’ deferred discount deposited in the trust account in the event we liquidate prior to the consummation of a business combination.

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Costs of liquidation		We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, we may request from the trustee up to $75,000 of income earned on the trust account to pay for liquidation costs and expenses.
Amended and restated certificate of incorporation; obligations to our stockholders		Our amended and restated certificate of incorporation will contain several provisions relating to this offering that will apply to us until the consummation of our business combination, including those providing for (i) stockholder approval of our business combination or any extension of the time period within which we must consummate our business combination, (ii) conversion rights for stockholders who vote against our business combination or any such extension, and (iii) the termination of our existence after 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus if we have not consummated a business combination. These provisions may only be amended with the affirmative vote of at least 95% of our outstanding shares of common stock. While we have been advised that this limitation on our ability to amend our amended and restated certificate of incorporation may not be enforceable under Delaware law, we view these provisions as obligations to our stockholders and we presume that investors will make an investment decision relying, at least in part, on these provisions. We will not support, directly or indirectly, or in any way endorse or recommend, that stockholders approve an amendment or modification to these provisions without the affirmative vote of at least 95% of our outstanding shares of common stock. We will be contractually obligated not to take such actions pursuant to the underwriting agreement that we will enter into with the underwriters in connection with this offering.
Audit committee to monitor compliance		We have established and will maintain an audit committee to, among other things, monitor compliance on a quarterly basis with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering.
Determination of offering amount		We determined the size of this offering based on our estimate of the capital required to consummate a business combination with one or more viable target businesses with sufficient scale to operate as a stand-alone public entity. We believe that raising the amount described in this offering will offer us a broad range of potential target businesses possessing some or all of the characteristics we believe are important. In determining the size of this offering, our officers and directors concluded, based on their collective experience, that an offering of this size, together with the proceeds of the sponsor warrants, would provide us with sufficient equity capital to execute our

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		business plan of pursuing an acquisition of one or more target businesses with a total enterprise value between approximately $800 million and $3.2 billion.
		We believe that the amount of equity capital raised in this offering, together with our ability to finance an acquisition using equity or debt in addition to the cash held in the trust account, will give us substantial flexibility in pursuing a business combination with one or more target businesses and structuring our business combination. This belief is not based on any research, analysis, evaluations, discussions, or compilations of information with respect to any particular investment or any such action undertaken in connection with our organization. We cannot assure you that our belief is correct, that we will be able to successfully identify acquisition candidates, that we will be able to obtain any necessary financing or that we will be able to consummate a transaction with one or more target businesses that satisfy the requirements of our business combination.

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Summary Financial Data

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

The “as adjusted” information gives effect to the sale of the units we are offering (other than pursuant to the underwriters’ over-allotment option), including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities to be made.

The as adjusted working capital and total assets amounts include the $753,200,000 from the proceeds of this offering and the $10,000,000 purchase price of the sponsor warrants, $762,700,000 of which will be available to us only upon the consummation of a business combination. The adjusted working capital amount does not include the $25,920,000 to be held in the trust account ($29,808,000 if the underwriters’ over-allotment option is exercised) representing the underwriters’ deferred discount. If we have not consummated a business combination within 24 months from the date of this prospectus (or up to 30 months if our stockholders approve an extension), our corporate existence will cease and we will promptly distribute only to our public stockholders on a pro rata basis the amount in our trust account, including the amount of the underwriters’ deferred discount held in trust (net of taxes payable and up to $9,500,000 disbursed to us for working capital purposes), plus any remaining net assets, subject to our obligations under Delaware law to provide for claims of creditors. Our sponsor, our officers and directors and our other current stockholders have waived, and their permitted transferees will waive, their right to participate in any liquidation distribution occurring upon our failure to consummate a business combination and subsequent liquidation with respect to the shares of common stock included in the sponsor units.

We will not proceed with a business combination if public stockholders owning 40% or more of the shares of common stock issued in this offering exercise their conversion rights, with such 40% determined on a cumulative basis (including the shares as to which conversion rights were exercised in connection with (i) a stockholder vote, if any, to approve an extension of the time period within which we must consummate our business combination and (ii) the stockholder vote to approve our business combination). Accordingly, we may effect a business combination if public stockholders owning up to approximately 39.99% of the shares of common stock issued in this offering exercise their conversion rights. If this occurred and a business combination is consummated, we could be required to convert to cash from the trust account up to approximately 39.99% of the 80,000,000 shares of common stock issued in this offering, or 31,999,999 shares of common stock, at an initial per-share conversion price of approximately $9.86, without taking into account income earned on the trust account or rights of creditors to funds held in the trust account, if any.

The actual per-share conversion price will be equal to:

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RISK FACTORS

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

Risks Related to Our Structure as a Development Stage Company

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

We are a recently incorporated development stage company with no operating results to date. Our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have any operations or 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 domestic or international operating businesses. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective target business with respect to a business combination. We will not generate any revenues or income (other than income on the trust account) until, at the earliest, after the consummation of a business combination.

We will liquidate if we do not consummate a business combination.

Pursuant to our amended and restated certificate of incorporation, we have 24 months from the date of this prospectus within which to consummate a business combination. If we have entered into a definitive agreement with respect to a business combination within 24 months of the date of this prospectus and we anticipate that we may not be able to complete the business combination within 24 months, we may seek stockholder approval to extend the period of time to consummate a business combination by up to six months. In such case, we will present such proposal to our stockholders. The time period in which we must complete our business combination will not be extended unless (i) holders of a majority of our outstanding shares of common stock approve the extension and (ii) conversion rights are exercised with respect to less than 40% of the shares sold in this offering. If we fail to consummate a business combination within this time frame, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. 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. We view this obligation to liquidate as an obligation to our stockholders and we presume that investors will make an investment decision relying, at least in part, on this provision. Neither we nor our board of directors will take any action to amend or waive any provision of our amended and restated certificate of incorporation to allow us to survive for a period of time longer than 30 months after the date of this prospectus, except in connection with the consummation of a business combination or upon the affirmative vote of holders of at least 95% of our outstanding capital stock. If we are forced to liquidate, you may not receive the full amount of your original investment.

Unlike most other blank check companies, we will be permitted, pursuant to our amended and restated certificate of incorporation, to seek to extend the date before which we must complete a business combination to up to 30 months. To the extent they acquire shares of common stock issued in this offering and become public stockholders, Trian Partners, our sponsor and our officers and directors may be able to influence whether we extend our corporate existence. If an extension is approved, your funds may be held in the trust account for up to two and a half years.

Unlike most other blank check companies, if we have entered into a definitive agreement within 24 months following the consummation of this offering, we may seek to extend the date before which we must complete our business combination, to avoid being required to liquidate, beyond the

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24 months to up to 30 months by calling a special (or annual) meeting of our stockholders for the purpose of soliciting their approval for such extension. We will only extend our corporate existence to up to 30 months if (i) holders of a majority of our outstanding shares of common stock approve an amendment to our amended and restated certificate of incorporation giving effect to such extension and (ii) holders of less than 40% of the shares of common stock sold in this offering vote against the proposed extension and exercise their conversion rights as described in this prospectus. In connection with the vote required for an extension of our corporate existence, our sponsor, our officers and directors and our other current stockholders have agreed, and their permitted transferees will agree, to vote the shares of common stock included in the sponsor units in accordance with the majority of votes cast by our public stockholders. We have also agreed that, prior to our business combination, we will not issue any shares of common stock, warrants or any other securities convertible into common stock or that vote as a class with our common stock in respect of any proposed extension or business combination. As a result of these agreements, a proposal to extend our corporate existence to up to 30 months may not be approved without the affirmative vote of a majority of votes cast by our public stockholders.

In connection with any vote to extend our corporate existence to up to 30 months, Trian Partners will agree to vote all shares of common stock it purchases in the open market pursuant to the purchase commitment in favor of an extension. In addition, our sponsor and our officers and directors may acquire shares in the open market or otherwise and may vote such shares in favor of an extension. As a result, to the extent they acquire shares issued in this offering and become public stockholders, these persons may be able to influence whether we extend out corporate existence to up to 30 months.

Without the option of extending to up to 30 months, if we enter into such agreement near the end of the 24-month period following the consummation of this offering, we may not have sufficient time to secure the approval of our stockholders and satisfy customary closing conditions. If the proposal for the extension to up to 30 months is approved by our stockholders as described in this prospectus, we will have up to an additional six months beyond the 24-month period with which to complete our business combination. As a result we may be able to hold your funds in the trust account for 30 months and thus delay the receipt by you of your funds from the trust account on liquidation.

Although historically blank check companies have used a 20% threshold for conversion rights, we have used a 40% threshold. This higher threshold will make it easier for us to consummate a business combination, or extend the time period within which we must complete our business combination, with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

We will proceed with our business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 40% of the shares included in the units being sold in this offering cumulatively vote against the business combination or an extension of the time period within which we must consummate our business combination and exercise their conversion rights. Accordingly, public stockholders holding approximately 39.99% of the shares included in the units being sold in this offering may vote against the business combination, or the extension of time, and exercise their conversion rights and we could still consummate a proposed business combination. Historically, blank check companies have had a conversion threshold of 20%, which makes it more difficult for such companies to consummate their business combination. Thus, because we permit a larger number of stockholders to vote against the business combination and exercise their conversion rights, it may be easier for us to consummate a business combination with a target business that you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

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

When we seek stockholder approval of a business combination or an extension of the time period within which we must complete our business combination, we will offer each public

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stockholder (but not our sponsor, our other current stockholders or their permitted transferees with respect to the common stock included in the sponsor units) the right to have its shares of common stock converted to cash if the stockholder votes against the business combination or extension and the business combination is approved and consummated or the extension is approved. Such holder must both vote against such business combination or extension and then exercise its conversion rights to receive a pro rata share of the trust account. Accordingly, if our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. In the event that the business combination involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having a leverage ratio that is not optimal for our business combination.

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

When we seek stockholder approval of a proposed business combination or extension of the time period within which we must complete our business combination, we will offer each public stockholder (but not our sponsor or its permitted transferees with respect to the common stock included in the sponsor units) the right to have its shares of common stock converted to cash if the stockholder votes against a business combination or the extension and the business combination is approved and consummated or the extension is approved. Notwithstanding the foregoing, a public stockholder, together with any affiliate or any other person with whom it is acting as a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking conversion rights with respect to more than 10% of the shares of common stock included in the units being sold in this offering, on a cumulative basis, which includes any exercise of conversion rights in connection with either the stockholder vote, if any, required to approve an extension of the time period within which we must complete our business combination or the stockholder vote required to approve our business combination. Shares of common stock converted in connection with the vote on the extension and in connection with the vote on our business combination will be aggregated for purposes of this 10% limit. Accordingly, if you purchase more than 10% of the shares of common stock included in the units being sold in this offering and a proposed business combination or an extension of the time period within which we must complete our business combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares or sell them in the open market. We cannot assure you that the value of such additional shares will appreciate over time following a business combination or that the market price of the common stock will exceed the per-share conversion price.

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

We may require public stockholders who wish to convert their shares to physically tender their stock certificates to our transfer agent prior to the stockholder meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. We may impose such a requirement in order to provide a clear deadline and greater certainty as to the number of shares that will be subject to conversion following our business combination, as well as for administrative ease. The proxy solicitation materials that we will furnish

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to stockholders in connection with the vote for any proposed business combination or an extension of the time period within which we must complete our business combination will indicate whether we are requiring stockholders to satisfy such a delivery requirement, in which case, a stockholder would have from the time we send out our proxy statement through the vote on the business combination or extension to deliver his shares if he wishes to exercise his conversion rights. If applicable, this time period will vary depending on the specific facts of each transaction. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short period of time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus will be unable to convert their shares.

We cannot assure you that certain provisions of our amended and restated certificate of incorporation will not be amended other than in connection with the consummation of a business combination.

We view the provisions of our amended and restated certificate of incorporation to be obligations to our stockholders and we presume that investors will make an investment decision relying, at least in part, on these provisions. Although we are contractually obligated, pursuant to the underwriting agreement that we will enter into with the underwriters in connection with this offering, not to amend or waive these provisions without the affirmative vote of at least 95% of our outstanding shares of common stock prior to our business combination, we cannot assure you that this supermajority requirement will be enforceable under Delaware law and that these provisions will not be amended or waived by a vote of fewer than 95% of such shares.

If we are forced to liquidate before the consummation of a business combination and distribute the amounts in the trust account, our public stockholders may receive significantly less than approximately $9.86 per share and our warrants will expire worthless.

We have 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) from the date of this prospectus within which to consummate a business combination. If we are unable to consummate a business combination within this time frame and are forced to liquidate the trust account, the per-share liquidation price received by our public stockholders from the trust account may be less than $10.00 because of the expenses of this offering, our general and administrative expenses and the anticipated costs of seeking a business combination. Upon the liquidation of the trust account, public stockholders will be entitled to receive (unless there are claims not otherwise satisfied by the amount not held in the trust account or the indemnification provided by Trian Fund Management, L.P.) approximately $9.86 per share plus income earned on their pro rata portion of the trust account (net of taxes payable and amounts permitted to be disbursed for working capital purposes), which includes $25,920,000 ($0.324 per unit) of the underwriters’ deferred discount and the $10,000,000 (approximately $0.13 per unit) purchase price of the sponsor warrants. In addition, if we do not have sufficient funds to pay the costs of liquidation from our remaining assets outside of the trust account, we may request from the trustee up to $75,000 of income earned on the trust account to pay for liquidation costs and expenses. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received a return of funds from the liquidation of our trust account could be liable for claims made by our creditors. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire worthless if we liquidate the trust account in the event we do not consummate a business combination within the prescribed time frame. For a more complete discussion of the effects on our stockholders if we are unable to consummate a business combination, see the section below entitled “Proposed Business—Effecting our Business Combination—Dissolution and liquidation if no business combination is consummated.”

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If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders from the trust account as part of our plan of distribution will be less than approximately $9.86 per share.

Our placing of funds in trust may not protect those funds from third-party claims against us. Third-party claims may include contingent or conditional claims and claims of directors and officers entitled to indemnification under our amended and restated certificate of incorporation or under indemnity agreements. We intend to pay any claims from our funds not held in trust to the extent sufficient to do so. Although we will seek to have all vendors, service providers and prospective target businesses or other entities that are owed money by us for services rendered or contracted for or products sold to us 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 agreements. Even if they execute such agreements, they could bring claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver.

Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders and the per-share liquidation price could be less than the approximately $9.86 per share held in the trust account, plus income earned (net of taxes and up to $9,500,000 disbursed to us for working capital purposes), due to claims of such creditors. If we are unable to consummate a business combination and we liquidate, Trian Fund Management, L.P. will be liable to ensure that the proceeds in the trust account are not reduced if we did not obtain a valid and enforceable waiver from vendors, service providers, or other entities that are owed money by us for services rendered or contracted for or products sold to us, as well as from any prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such target business. We cannot assure you that Trian Fund Management, L.P., which is a privately held limited partnership without publicly disclosed financial statements, will have sufficient assets to satisfy those obligations. The indemnification provisions are set forth in a letter executed by Trian Fund Management, L.P. The letter specifically sets forth that in the event we obtain a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our stockholders from a vendor, service provider, prospective target business or other entity that is owed money by us for services rendered or contracted for or products sold to us, the indemnification from Trian Fund Management, L.P. will not be available, even if such waiver is subsequently found to be invalid and unenforceable. The indemnification from Trian Fund Management, L.P. will also be unavailable in respect of any claims under our indemnity of the underwriters against certain liabilities related to this offering or in respect of any claims under the indemnification provisions of our amended and restated certificate of incorporation or the indemnity agreements we have entered into with our officers and directors (although Trian Fund Management, L.P. has separately guaranteed certain of our obligations under such indemnity agreements with our officers and directors prior to our business combination).

In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public stockholders the liquidation amounts due them.

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

Our amended and restated certificate of incorporation provides that we will continue in existence only 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus. If we have not consummated a business combination within such time frame and amended this provision in connection therewith, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Section 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after our corporate existence terminates and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the Delaware General Corporation Law, to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them and any liability of our stockholders may extend well beyond the third anniversary of such date. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. In the event of our liquidation, we may have to adopt a plan to provide for the payment of claims that may potentially be brought against us, which could result in the per-share liquidation amount to our stockholders being significantly less than approximately $9.86.

You will not have any rights or interest in funds from the trust account, except under certain limited circumstances.

Our public stockholders will be entitled to receive funds from the trust account only in the event of our liquidation or if they seek to convert their respective shares of common stock into cash in connection with a business combination that the stockholder voted against and that is consummated by us or in connection with an extension of the time period within which we must consummate our business transaction that the stockholder voted against and that is approved. In no other circumstances will a stockholder have any right or interest of any kind in the trust account.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to consummate a business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions that may make it more difficult for us to consummate a business combination, including:

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

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in trust may be invested by the trust agent only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. By restricting the holdings of the trust account to these instruments, we believe that we will not be deemed an investment company within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or money market funds. The trust account and the purchase of government securities and money market funds for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, liquidation and return of the funds held in this trust account to our public stockholders.

If we are deemed to be an investment company at any time, we will be required to comply with additional regulatory requirements under the Investment Company Act that would require additional expenses for which we have not budgeted. Furthermore, if we are deemed to be an investment company, our contracts may be voided and we may be unable to consummate a business combination.

If we are unable to consummate a business combination, our public stockholders will be forced to wait the full 24 months (or up to 30 months if our stockholders approve an extension) before receiving liquidation distributions.

We have 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus within which to consummate a business combination. We have no obligation to return funds to investors prior to such date (other than pursuant to conversion rights in connection with an extension) unless we consummate a business combination prior thereto and only then in cases where investors have properly sought conversion of their shares. Only after the expiration of this 24-month period (or up to 30-month period if our stockholders approve an extension) will public stockholders be entitled to liquidation distributions if we are unable to consummate a business combination.

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

Since the net proceeds of this offering are intended to be used to consummate a business combination with an unidentified target business, we may be deemed to be a blank check company under the United States securities laws. However, since we will have net tangible assets in excess of $5 million upon the successful consummation of this offering and will file a current report on Form 8-K with the Securities and Exchange Commission upon consummation of this offering including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the Securities and Exchange Commission to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules, such as entitlement to all the income earned on the funds deposited in the trust account. Because we are not subject to these rules, including Rule 419, our units will be immediately tradable and we have a longer period of time to consummate a business combination in certain circumstances than we would if we were subject to such rule. For a more complete comparison of the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419, see the section below entitled “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

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Risks Relating to Our Business Combination

The requirement that we consummate a business combination within 24 months (or up to 30 months if our stockholders approve an extension) may give potential target businesses leverage over us in negotiating a business combination.

We will liquidate and promptly distribute only to our public stockholders on a pro rata basis the net amount in our trust account (subject to our obligations under Delaware law for claims of creditors) plus any remaining net assets if we do not effect a business combination within 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target businesses may obtain leverage over us in negotiating a business combination, knowing that if we do not consummate a business combination with that particular target business, we may be unable to consummate a business combination with any target business. This risk will increase as we get closer to the time limit referenced above.

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

Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option and after giving effect to our redemption of 3,000,000 units as described elsewhere in this prospectus), there will be 290,000,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares of common stock upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitment as of the effective date of the registration statement, we may issue a substantial number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to consummate a business combination. In addition, we may issue common stock as part of the co-investment units described in this prospectus. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

For a more complete discussion of the possible structure of a business combination, see the section below entitled “Proposed Business—Effecting our Business Combination—General.”

Our investments in any future joint investment could be adversely affected by our lack of sole decision-making authority, our reliance on a partner’s financial condition and disputes between us and our partners.

While we will not structure our business combination in such a way that we will not acquire a controlling interest in a target company (whether through the acquisition of a majority of the voting equity interests of the target or through other means), we may in the future co-invest with third parties through partnerships or joint investment in an acquisition target or other entities. In such circumstances, we may not be in a position to exercise sole decision-making authority regarding a target business, partnership or other entity. Investments in partnerships or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners might become insolvent or fail to fund their share of required capital

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contributions. Partners may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such partners may also seek similar acquisition targets as us and we may be in competition with them for such business combination targets. Disputes between us and partners may result in litigation or arbitration that would increase our expenses and distract our officers and/or directors from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners might result in subjecting assets owned by the partnership to additional risk. We may also, in certain circumstances, be liable for the actions of our third-party partners. For example, in the future we may agree to guarantee indebtedness incurred by a partnership or other entity. Such a guarantee may be on a joint and several basis with our partner in which case we may be liable in the event such party defaults on its guaranty obligation.

If the net proceeds of this offering not being placed in trust together with income earned on the trust account available to us are insufficient to allow us to operate for at least the next 24 months (or up to 30 months if our stockholders approve an extension), we may not be able to consummate a business combination.

We currently believe that, upon consummation of this offering, the $500,000 in funds available to us outside of the trust account together with up to $9,500,000 of income earned on the trust account that may be disbursed to us will be sufficient to allow us to operate for at least the next 24 months (or up to 30 months if our stockholders approve an extension), assuming that a business combination is not consummated during that time. However, we cannot assure you that our estimates will be accurate. We will depend on sufficient income being earned on the proceeds held in the trust account to provide us with up to $9,500,000 of additional working capital we may need to identify one or more target businesses and to consummate our business combination, as well as to pay any taxes that we may owe. A substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close our business combination. In such event, we would need to raise additional funds to operate or may be forced to liquidate. Neither our sponsor nor any member of our management team is under any obligation to loan us money under such circumstances.

We could use a portion of the funds not being placed in trust or that may be released to us from the trust to pay due diligence costs in connection with a potential business combination or to pay fees to consultants to assist us with our search for a target business. We could also use a portion of these funds as a down payment, “reverse break-up fee” (a payment to the target company under a merger agreement if the financing for an acquisition is not obtained), or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with others on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into such a letter of intent where we paid for the right to receive exclusivity from an acquisition target and were subsequently required to forfeit such funds (whether as a result of our breach or for other reasons) or if we agree to a reverse break-up fee and subsequently were required to pay such fee (whether as a result of failure to obtain the necessary financing or for other reasons), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to any other potential acquisition targets. In such event, we would need to obtain additional funds to continue operations. Neither our sponsor nor our management team is under any obligation to advance funds in such circumstances.

Because of our limited resources and the significant competition for business combination opportunities, including numerous companies with a business plan similar to ours, it may be more difficult for us to consummate a business combination.

Based on publicly available information, as of January 18, 2008, 148 similarly structured blank check companies have completed initial public offerings since August 2003 and numerous others have filed registration statements. Of these companies, only 43 companies have consummated a business combination, while 24 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combinations and another seven will be or have been liquidated.

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The remaining 74 blank check companies have approximately $12.6 billion in trust and are seeking to consummate business combinations. There are 67 blank check companies that have filed registration statements and are seeking to complete initial public offerings with potentially $12.7 billion in trust. While some of these companies have specific industries in which they must identify a potential target business, a number of these companies may consummate a business combination in any industry and/or geographic location they choose. As a result, we may be subject to competition from these and other companies seeking to consummate a business combination, which, in turn, will result in an increased demand for privately-held companies that may be potential acquisition targets for us in these industries. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time period. Further, the fact that only 67 of such companies have either consummated a business combination or entered into a definitive agreement or letter of intent for a business combination may indicate that there are fewer attractive target businesses available to such entities or that many privately-held target businesses are not inclined to enter into these types of transactions with publicly-held blank check companies like ours.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies, and other entities, domestic and international, competing for the type of businesses that we may intend to acquire. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge, or greater access to capital, 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 target businesses that we could potentially acquire with the net proceeds of this offering, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, the obligation that we have to seek stockholder approval of a business combination may delay the consummation of a transaction and make us less attractive to a potential target business. In addition, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Also, our obligation in certain instances to convert into cash shares of our common stock may reduce the resources available to us for a business combination. Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.

Since we have not yet selected any target business with which to consummate a business combination, we are unable to currently ascertain the merits or risks of the business’s operations and investors will be relying on management’s ability to source and evaluate potential business combinations.

Because we have not yet identified a prospective target business, investors in this offering currently have no basis to evaluate the possible merits or risks of our business combination. Although our management and board of directors will evaluate the risks inherent in a particular target business, we cannot assure you that they will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target business. Except for the limitation that a target business have a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,500,000 disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of such business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Investors will be relying on the ability of our officers and directors to source business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations. For a more complete discussion of our selection of a target business, see the section below entitled “Proposed Business—Effecting our Business Combination—General.”

We may have only limited ability to evaluate the management of the target business.

While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, which could

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cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various operational issues that may adversely affect our operations.

Since we may acquire a business that has operations outside the United States, we may encounter risks specific to one or more countries in which we ultimately operate.

If we acquire a business that has operations outside the United States, we will be exposed to risks that could negatively impact our future results of operations following a business combination. The additional risks to which we may be exposed in any such case include but are not limited to:

In addition, if we acquire a business that conducts a substantial portion of its business in emerging economies, we could face additional risks, including the following:

If we are unable to manage these risks following a business combination, we may face significant liability, our international sales could decline and our financial results could be adversely affected.

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

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

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

In accordance with the requirements of U.S. federal securities laws, in order to seek stockholder approval of a business combination, a proposed target business will be required to have certain financial statements that are prepared in accordance with, or that can be reconciled to, U.S. generally accepted accounting principles, or U.S. GAAP, and audited in accordance with the

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standards of the Public Company Accounting Oversight Board (United States). To the extent that a proposed target business does not have financial statements that have been prepared with, or that can be reconciled to, U.S. GAAP, and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed target business. These financial statement requirements may limit the pool of potential target businesses.

Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

It is anticipated that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and other advisors. If a decision is made not to consummate a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons, including those beyond our control, such as public stockholders who own 40% or more of the shares of common stock issued in this offering voting against the proposed business combination or an extension of the time period within which we must consummate our business combination and opting to have us redeem their stock for a pro rata share of the trust account, even if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Initially, we may only be able to consummate one business combination, which will cause us to be solely dependent on a single asset or property.

The net proceeds from this offering and the private placement of sponsor warrants (excluding the underwriters’ deferred discount of $25,920,000 held in trust) will provide us with $762,700,000, which will be held in trust and may be used by us to consummate a business combination. We currently have no restrictions on our ability to seek additional funds through the sale of securities or through loans. As a consequence, we could seek to acquire a target business that has a fair market value significantly in excess of 80% of our net assets held in trust (net of taxes and amounts permitted to be disbursed for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of such business combination. Although as of the date of this prospectus we have not engaged or retained, had any discussions with, or entered into any agreements with, any third party regarding any such potential financing transactions, we could seek to fund such a business combination by raising additional funds through the sale of our securities or through loan arrangements. However, if we were to seek such additional funds, any such arrangement would only be consummated simultaneously with our consummation of a business combination. Consequently, it is probable that we will have the ability to consummate only a single business combination, although this may entail the simultaneous acquisitions of several assets or closely related operating businesses at the same time. However, should our management elect to pursue more than one acquisition simultaneously, our management could encounter difficulties in consummating all or a portion of such acquisitions due to a lack of adequate resources, including the inability of management to devote sufficient time to the due diligence, negotiation and documentation of each acquisition. Furthermore, even if we consummate the acquisition of more than one target business at substantially the same time, there can be no assurance that we will be able to integrate the operations of such target businesses. Accordingly, the prospects for our ability to effect our business strategy may be:

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to

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consummate several business combinations in different industries or different areas of a single industry. Furthermore, since our business combination may entail the simultaneous acquisitions of several assets or 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 assets or businesses is contingent upon the simultaneous closings of the other acquisitions.

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

We are not required to obtain an opinion from an unaffiliated third party that the target business or businesses we select have a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,500,000 disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of our business combination, unless our board is not able to independently determine that the target business or businesses have a sufficient fair market value. We are also not required to obtain an opinion from an unaffiliated third party that the price we are paying for the target business or businesses we select is fair to our stockholders.

Firms providing fairness opinions typically place limitations on the purposes for which the opinion may be used, and there can be no assurances that, as a result of such limitations or applicable law, our stockholders, in addition to our board of directors, will be entitled to rely on any opinion that may be obtained. We expect to require that any firm selected by us to provide a fairness opinion will adhere to general industry practice in stating the purposes for which its opinion may be used. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors.

There may be tax consequences associated with our acquisition, holding and disposition of target companies and assets.

We may incur significant taxes in connection with effecting acquisitions; holding, receiving payments from, and operating target companies and assets; and disposing of target companies and assets.

The potential loss of key customers, management and employees of a target business could cause us not to realize the benefits anticipated to result from an acquisition.

It is possible that, following our business combination, the potential loss of key customers, management and employees of an acquired business could cause us not to realize the benefits anticipated to result from an acquisition.

Certain regulatory requirements may increase the time and costs of consummating an acquisition.

If we were to acquire a previously privately owned company, it most likely will incur additional costs in order to comply with the requirements of the Sarbanes-Oxley Act of 2002 and other public company requirements, which in turn would reduce our earnings. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and requires that we have such system of internal controls audited beginning with our Annual Report on Form 10-K for the year ending December 31, 2009. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any business combination. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting

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

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

Although we believe that the net proceeds of this offering and the private placement of sponsor warrants will be sufficient to allow us to consummate a business combination, because we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the private placement prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in the course of searching for suitable target businesses, or the obligation to convert into cash a significant number of shares of our common stock from dissenting stockholders, we will be required to seek additional financing such as debt, equity or co-investment with other investors. We cannot assure you that any additional financing will be available to us on acceptable terms, if at all. During the second half of 2007 and the beginning of 2008, the global financial markets experienced declining equity valuations and disruptions in the credit markets due to liquidity imbalances and repricing of risk. These factors have caused and may continue to cause disruptions in the credit markets, which may impact our ability to obtain additional financing on reasonable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to secure additional financing, and, as a result, we fail to consummate a business combination in the allotted time, we would liquidate the trust account, resulting in a loss of a portion of your investment. In addition, if we consummate a business combination, we may require additional financing to fund continuing operations and/or growth. The failure to secure additional financing if required could have a material adverse effect on our ability to continue to develop and grow, even if we consummate a business combination. None of our officers or directors or our sponsor is required to provide any financing to us in connection with or after the consummation of a business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to consummate a business combination, which may adversely affect our financial condition.

Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur debt, we may choose to incur substantial debt to consummate a business combination. The incurrence of debt could result in:

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Risks Relating to Our Securities

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

Prior to this offering, there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representatives of the underwriters. Factors considered in determining the prices and terms of the units, including the common stock and warrants included in 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 we have no historical operations or financial results to compare them to.

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

Our sponsor paid an aggregate of $25,000, or approximately $0.0011 per sponsor unit (giving effect to the unit adjustment described in this prospectus), for the 23,000,000 sponsor units (including the 3,000,000 units subject to mandatory redemption if and to the extent the underwriters’ over-allotment option is not exercised) issued and outstanding prior to this offering and the private placement of the sponsor warrants. The difference between the public offering price per share of common stock (assuming no value is attributed to the warrants) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to the investors in this offering. Our sponsor acquired the sponsor units at a nominal price, significantly contributing to this dilution. Assuming this offering is completed, you and the other new investors will incur an immediate and substantial dilution of approximately 34.2% or approximately $3.42 per share (the difference between the pro forma net tangible book value per share of approximately $6.58, and the initial offering price of $10.00 per unit), not including the effect of certain offering costs for which payment is deferred until consummation of a business combination.

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, we will be issuing warrants to purchase up to 80,000,000 shares of common stock. In addition, we have also agreed to issue up to an additional 12,000,000 warrants to purchase additional shares of our common stock if the over-allotment option that we granted to our underwriters is exercised in full. In October 2007, we issued 21,562,500 warrants (or 23,000,000 warrants after giving effect to the warrant adjustment described in this prospectus) to our sponsor (3,000,000 of which (giving effect to the warrant adjustment) are subject to mandatory redemption if and to the extent the underwriters’ over-allotment option is not exercised in full) and, immediately prior to the closing of this offering we will issue and sell 10,000,000 warrants to our sponsor in exchange for $10,000,000 to be deposited in our trust account. We may also issue additional warrants as part of the co-investment units Trian Partners will purchase immediately prior to our business combination to the extent Trian Partners has not purchased the full $75,000,000 of our common stock pursuant to the limit orders described in this prospectus.

To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such

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securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to consummate the business combination. Therefore, our warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. In addition, the sale, or even the possibility of sale, of the shares of common stock issuable upon exercise of the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

If we redeem the warrants included in the units offered to the public, the sponsor warrants and the warrants included in the sponsor units, which are non-redeemable so long as they are held by the sponsor or its permitted transferees, could provide the sponsor and its permitted transferees with the ability to realize a larger gain than the public warrant holders.

The warrants held by our public warrant holders may be called for redemption at any time after the warrants become exercisable:

In addition, we may not redeem such warrants unless the shares of common stock issuable upon exercise of those warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption.

Redemption of the warrants could force the warrant holders to (i) exercise the warrants and pay the exercise price at a time when it may be disadvantageous for the holders to do so, (ii) sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (iii) accept the nominal redemption price, which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

As a result of the sponsor warrants and the warrants included in the sponsor units not being subject to redemption so long as they are held by the sponsor or its permitted transferees, holders of such warrants could realize a larger gain than our public warrant holders in the event we redeem our public warrants.

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

If we call our public warrants for redemption after the redemption criteria described above have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

Although our securities have been approved for listing on the American Stock Exchange, as of the date of this prospectus, there is currently no market for our securities. Prospective stockholders therefore have no access to information about prior trading history on which to base their investment decision. Once listed on the American Stock Exchange, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established or sustained.

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

Our securities have been approved for listing on the American Stock Exchange, a national securities exchange. However, we cannot assure you that our securities, will continue to be listed on the American Stock Exchange in the future. In addition, in connection with a business combination, it is likely that the American Stock Exchange may require us to file a new listing application and meet its initial listing requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

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

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

Holders of our warrants will be able to exercise the warrants only if (i) a current registration statement under the Securities Act relating to the shares of our common stock issuable upon exercise of the warrants is then effective and (ii) such shares of common stock 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 reasonable efforts to maintain a current registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants following completion of this offering to the extent required by federal securities laws, and we intend to comply with our undertaking, we cannot assure that we will be able to do so and therefore the warrants could expire worthless. Such expiration would result in each holder paying the full unit purchase price solely for the shares of common stock included in the units. In addition, we have agreed to use our reasonable efforts to register the issuance of the shares of common stock issuable upon exercise of the warrants under the blue sky laws of the states of residence of the existing warrant holders, to the extent an exemption is not available. The value of the warrants may be greatly reduced if a registration statement covering the issuance of the shares of common stock 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 warrants reside. Holders of warrants who reside in jurisdictions in which the issuance of the shares of common stock issuable upon exercise of the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. In no event will the registered holders of a warrant be entitled to receive a net cash settlement, stock, or other consideration in lieu of physical settlement in shares of our common stock. If and when the 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.

Certain warrant holders are unlikely to receive direct notice of redemption of our warrants.

We expect most purchasers of our warrants will hold their securities through one or more intermediaries and consequently you are unlikely to receive notice directly from us that the warrants are being redeemed. If you fail to receive notice of redemption from a third party and your warrants are redeemed for nominal value, you will not have recourse against us.

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Provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law may delay or prevent our acquisition by a third party, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our amended and restated certificate of incorporation and our amended and restated by-laws, which we intend to adopt prior to the completion of this offering, will contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without the approval of our board of directors. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. The provisions include, among others:

Moreover, our board of directors has the ability to designate the terms of and issue new series of preferred stock. Together, these provisions of our amended and restated certificate of incorporation, by-laws and Delaware law may make the removal of management more difficult and may discourage potential takeover attempts that could otherwise involve payment of a premium over prevailing market prices for our securities and reduce the price that investors might be willing to pay for shares of our common stock in the future, which could reduce the market price of our common stock.

Risks Related to Our Officers and Directors and Our Sponsor

Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our officers and directors, some or all of whom may not continue with us up until or following a business combination.

None of our current key personnel, including our officers, will have entered into employment or consulting agreements with us prior to our business combination. Accordingly, we cannot assure you that such key personnel will continue in their positions with us until we have identified and consummated our initial business combination. Further, although we presently anticipate that our officers will remain associated in senior management, advisory or other positions with us following a business combination, some or all of the management associated with a target business may also remain in place.

In making the determination as to whether current management of the target business should remain with us following the business combination, we will analyze the experience and skill set of the target business’s management and negotiate as part of the business combination that our initial officers and directors remain if it is believed that it is in the best interests of the combined company after the consummation of the business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

Our key personnel may not continue to provide services to us after the consummation of a business combination if we are unable to negotiate employment or consulting agreements with them

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in connection with or subsequent to the business combination, the terms of which would be determined at such time between the respective parties. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the consummation of the business combination. While the personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, the ability of such individuals to remain with us after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. In addition, it is possible that certain key employees of a target business may not remain with the surviving company and may need to be replaced by our officers or other management personnel recruited by us. We may be unable to successfully fill these positions, which could materially harm our business and results of operations.

Our officers and directors are not required to commit their full time to our affairs and, accordingly, may have conflicts of interest in allocating their time among various business activities. Such conflicts of interest could have a negative impact on our ability to consummate a business combination.

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

We may engage in a business combination with one or more target businesses that have relationships or are affiliated with our officers or directors or our sponsor, which may raise potential conflicts.

We may engage in a business combination with one or more target businesses that have relationships or are affiliated with our officers or directors or our sponsor, which may raise potential conflicts. However, no consideration has been given to any acquisition of any business affiliated with any of our officers or directors or our sponsor or to the possibility of any such business combination, and we are unable to predict whether, when or under what circumstances we would pursue or enter into any such business combination. Also, the consummation of a business combination between us and an entity owned by a business in which our officers or directors or our sponsor may have an interest could present a conflict of interest.

Our sponsor and our officers and directors currently own shares of our common stock that will not participate in the liquidation of the trust account and a conflict of interest may arise in determining whether a particular target business is appropriate for a business combination.

Our sponsor, our officers and directors and our other stockholders own shares of common stock that were issued prior to this offering, but they have waived their right to participate in any liquidation distribution with respect to those shares of common stock if we are unable to consummate a business combination. In addition, our sponsor has agreed to purchase 10,000,000 warrants directly from us in a private placement immediately prior to the consummation of this offering at a purchase price of $1.00 per warrant for a total purchase price of $10,000,000. The shares of common stock acquired prior to this offering and any warrants owned by our sponsor will expire worthless if we do not consummate a business combination. The personal and financial interests of our officers and our directors may influence their motivation in timely identifying and selecting a target business and consummating a business combination. Consequently, the discretion of our officers and directors in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular

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business combination are appropriate and in our stockholders’ best interest and as a result of such conflicts management may choose a target business that is not in the best interests of our public stockholders.

Our officers, directors, security holders and their respective affiliates may have a pecuniary interest in certain transactions in which we are involved, and may also compete with us.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such parties may have an interest in certain transactions such as strategic partnerships or joint ventures in which we are involved, and may also compete with us. However, we have adopted a policy that, prior to the consummation of a business combination, none of our existing officers or directors or our sponsor, or any entity with which they are affiliated, will be paid, either by us or a target company, any finder’s fee, consulting fee or other compensation for any services they render in order to effectuate the consummation of a business combination, other than (i) the reimbursement of out-of-pocket expenses, (ii) the monthly fee of $10,000 payable to Trian Fund Management, L.P. and (iii) by virtue of their ownership of sponsor units, sponsor warrants or any securities included in or issuable upon exercise of such securities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

None of our officers or directors have been or currently are a principal of, or affiliated or associated with, a blank check company. However, our officers and directors may in the future become affiliated with additional entities, including other blank check companies, which may be engaged in activities similar to those intended to be conducted by us. In addition, our officers and directors may become aware of business opportunities that may be appropriate for presentation to us and the other entities to which they owe fiduciary duties or other contractual obligations. Accordingly, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our business combination, 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus and such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest (whether through the acquisition of a majority of the voting equity interests of the target or through other means) in a company that is not publicly traded on a stock exchange or over-the- counter market with an enterprise value of between $800 million and $3.2 billion, subject to (i) any fiduciary duties or contractual obligations they may have currently or in the future in respect of Trian Partners and any companies in which Trian Partners invests and (ii) any other pre-existing fiduciary duties or contractual obligations they may have. We expect primarily to target businesses within this range of enterprise values (calculated as equity value plus debt, minus cash), although we have the flexibility to acquire a business outside of this range.

Each of our officers and directors (other than our independent directors) has a duty to present Trian Partners with opportunities that meet the investment strategy of Trian Partners, which consists primarily of making non-control investments in existing public companies. Mr. Peltz, Mr. May and Mr. Garden are also directors of Triarc Companies, Inc. and, in addition to the general fiduciary duties they owe to Triarc, each of them (as well as Trian Fund Management, L.P.) has a contractual obligation to present Triarc with opportunities relating to investments in excess of 50% of the outstanding voting securities of businesses relating to the quick service restaurant industry. This contractual obligation will remain in effect for as long as Triarc continues to control the outstanding

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equity interest of businesses in the quick service restaurant industry, one or more of Mr. Peltz, Mr. May and Mr. Garden serves as a director of Triarc and these individuals together own in excess of 10% of Triarc’s common equity. Even in the absence of this contractual obligation, Mr. Peltz, Mr. May and Mr. Garden may owe fiduciary duties to present Triarc with business opportunities relating to the quick service restaurant industry, before presenting such opportunities to us, for as long as they serve on Triarc’s board of directors.

In addition, Mr. Peltz owes a fiduciary duty to H. J. Heinz Company, of which he is a director, Mr. May owes a fiduciary duty to Deerfield Capital Corp., of which he is a director, and Mr. Garden owes a fiduciary duty to Chemtura Corporation, of which he is a director. To the extent that such individuals identify business combination opportunities that may be suitable for entities to which they have pre-existing fiduciary obligations, or are presented with such opportunities in their capacities as fiduciaries to such entities, they may honor their pre-existing fiduciary obligations to such entities. Accordingly, they may not present business combination opportunities to us that otherwise may be attractive to such entities unless the other entities have declined to accept such opportunities.

In addition, our amended and restated certificate of incorporation will provide that the doctrine of corporate opportunity, or any other analogous doctrine, will not apply against us or any of our officers or directors or our sponsor in circumstances that would conflict with any fiduciary duties or contractual obligations they may have currently or in the future in respect of Trian Partners or any companies in which Trian Partners invests or any other fiduciary duties or contractual obligations they may have as of the date of this prospectus.

For a more detailed discussion of our management’s business affiliations and the potential conflicts of interest of which you should be aware, see the sections entitled “Management—Conflicts of Interest” and “Certain Relationships and Related Transactions.”

The requirement that we consummate a business combination within 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus may motivate our officers and directors to approve a business combination during that time period so that they may get their out-of-pocket expenses reimbursed.

Our officers and directors and our sponsor may receive reimbursement for out-of-pocket expenses incurred by them or their affiliates in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, including traveling to and from the offices, service centers or similar locations of prospective target businesses to examine their operations. The funds for such reimbursement will be provided from the money that is being held outside of the trust or is permitted to be disbursed to us from the trust. In the event that we do not effect a business combination within 24 months (or up to 30 months if our stockholders approve an extension) after the date of this prospectus, then any expenses incurred by such individuals in excess of the money being held outside of the trust or permitted to be disbursed to us from the trust will not be repaid as we will liquidate at such time. On the other hand, if we consummate a business combination within such time period, those expenses will be repaid by the target business. Consequently, our officers and directors may have an incentive to approve and consummate a business combination for reasons other than just what is in the best interest of our stockholders.

Upon consummation of our offering, our sponsor will continue to exercise significant influence over us and its interests in our business may be different than yours.

Upon consummation of our offering, our sponsor and its permitted transferees (including our officers and directors and our other current stockholders) will own 20% of our issued and outstanding common stock (assuming they do not purchase units in this offering). This ownership interest, together with any other acquisitions of our shares of common stock (or warrants that are subsequently exercised), including purchases by Trian Partners (which is an affiliate of our sponsor) pursuant to the purchase commitment, could allow our sponsor to influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions after consummation of our business combination. The interests of our sponsor

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and your interests may not always align and taking actions that require approval of a majority of our stockholders, such as selling the company, may be more difficult to accomplish. Although our sponsor does not currently intend to purchase units in this offering, our sponsor or our officers or directors or any of their affiliates may decide, for financial or other reasons, to purchase units in this offering or to purchase our securities in the future in the open market or in private transactions in compliance with our insider trading policy. Any decision to purchase additional securities in this offering or in the open market or in private transactions will likely be based on the offering or trading price of the securities and a determination that the purchase represents an attractive investment opportunity.

In the event our sponsor or our officers or directors purchase shares in privately negotiated transactions from stockholders who have already cast votes against a proposed business combination and requested conversion of their shares, such selling stockholders would be required to revoke their prior votes against the proposed business combination and to revoke their prior elections to convert their shares and to cast new votes in favor of the proposed business combination. The revocation of prior negative votes and substitution therefor of votes in favor of the proposed business combination would have the effect of reducing conversions and increasing votes in favor of the proposed business combination, thereby making it more likely that a proposed business combination would be approved.

We have opted out of Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder for a period of three years after the interested stockholder became such. Therefore, subject to certain transfer restrictions described herein, our sponsor may transfer control of us to a third party by transferring our common stock, which would not require the approval of our board of directors or our other stockholders. In addition, such a change of control may not involve a merger or other transaction that would require payment of consideration to our other stockholders. The possibility that such a change of control could occur may limit the price that investors are willing to pay in the future for shares of our common stock.

Claims for indemnification by our officers and directors may reduce the funds available to satisfy successful third-party claims against us and may reduce the amount of money in the trust account.

Under our amended and restated certificate of incorporation and pursuant to certain indemnity agreements, we have agreed to indemnify our officers and directors against a variety of expenses (including attorneys’ fees) to the fullest extent permitted under Delaware law. If indemnification payments are made to our officers and directors pursuant to our amended and restated certificate of incorporation and indemnity agreements, the amount of money in the trust account may be reduced.

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

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders on a pro rata basis promptly after the termination of our existence by operation of law, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or acted in bad faith, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons thereby exposing our board of directors and our company to claims of punitive damages.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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USE OF PROCEEDS

We are offering 80,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the sponsor warrants (all of which will be deposited into the trust account), will be as set forth in the following table:

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(6)				The amount of proceeds not held in trust will remain constant at $500,000 even if the over-allotment option is exercised. In addition, up to $9,500,000 of income earned on the amounts held in the trust account will be available to us to pay for our working capital requirements. For purposes of presentation, the full amount available to us is shown as the total amount of net proceeds available to us immediately following the offering. In addition, amounts required to pay income taxes may be drawn from the trust account prior to the business combination.
(7)				These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. We do not expect to require more than $10,000,000 to fund our working capital requirements prior to our business combination.
(8)				Assumes our stockholders have not approved an extension of the time period in which we may consummate a business combination from 24 to up to 30 months as described in this prospectus. If our stockholders approve such an extension, we could incur up to $300,000 ($10,000 per month for up to 30 months) for the administrative fee payable to Trian Fund Management, L.P.

Of the net proceeds of this offering, $752,700,000 (or $865,800,000 if the underwriters’ over-allotment option is exercised in full) plus $10,000,000 from the purchase of sponsor warrants, for an aggregate of $762,700,000 (or $875,800,000 if the underwriters’ over-allotment option is exercised in full) will be placed in a trust account maintained by Wilmington Trust Company, as trustee. In addition, $25,920,000 (or $29,808,000 if the underwriters’ over-allotment option is exercised in full) of the proceeds attributable to the underwriters’ deferred discount will be deposited into such trustee account for a total amount in trust of $788,620,000 (or $905,608,000 if the underwriters’ over-allotment option is exercised in full). The proceeds will not be released from the trust account until the earlier of the consummation of a business combination or as part of any liquidation of our trust account. To the extent the trust account earns income 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 income taxes, franchise taxes or other tax obligations in respect of the trust account. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we consummate a business combination (net of taxes and amounts disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust, less any amounts payable to stockholders exercising conversion rights). Any amounts not paid as consideration to the sellers of the target business will be used to finance our operations, which may include the target business(es) we acquired on the consummation of the business combination, for maintenance or expansion of operations of a target business(es), the payment of principal or interest due on indebtedness incurred in consummating our business combination, to effect other acquisitions, or for working capital, as determined by our board of directors at that time. We may use any remaining proceeds held in the trust account for working capital, including director and officer compensation, change-in-control payments or payments to affiliates, to pay finder’s fees, finance the operations of the target business, make other acquisitions and pursue our growth strategy. All amounts held in the trust account that are not converted to cash or released to us as income, net of income taxes, will be released on closing of our business combination with a target having a fair market value of at least 80% of our net assets held in trust (net of taxes and up to $9,500,000 disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred discount held in trust) at the time of such business combination. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

We intend to use the $500,000 of net proceeds initially not held in trust for due diligence, legal and accounting fees and expenses of the acquisition including investment banking fees, and other expenses, including structuring and negotiating a business combination, as well as a possible down payment, “reverse break-up fee” (a payment to the target business under a merger agreement if the financing for an acquisition is not obtained), to fund a lock-up or “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) and, if necessary, to bear the costs of liquidation in the event we are unable to consummate a business combination within 24 months from the date of this prospectus. While we do not have any current intention to use these

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funds as a down payment or reverse break-up fee or to fund a “no-shop” provision with respect to a particular proposed business combination, if we were to enter into such a letter of intent where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or for other reasons), if the amount were large enough and we had already used up the other funds available to us, could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, potential target businesses. In such case, if we were unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and be forced to liquidate. In addition to the use of funds described above, we could also use a portion of these funds to pay fees to consultants to assist us with our search for a target business.

We believe that the income earned on the trust account will be sufficient to cover the foregoing expenses. This belief is based on the fact that in-depth due diligence will most likely be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our business combination is less than the actual amount of such costs, we may be required to raise additional funds, the amount, availability and cost of which is currently unascertainable. To the extent that such expenses exceed the amounts not held in the trust account and the income of up to $9,500,000 that may be released to us from the trust account, such out-of-pocket expenses could not be reimbursed by us unless we consummate a business combination. Since the role of present management after a business combination is uncertain, we have no current ability to determine what remuneration, if any, will be paid to present management after our business combination. Our officers and directors may, as part of any such combination, negotiate the repayment of some or all of the out-of-pocket expenses incurred by them that have not been reimbursed prior to the consummation of the business combination. If the target business’s owners do not agree to such repayment, this could cause our officers and directors to view such potential business combination unfavorably and result in a conflict of interest. We have adopted a policy that, prior to the consummation of a business combination, none of our existing officers, directors or sponsor, or any entity with which they are affiliated, will be paid, either by us or a target business, any finder’s fee, consulting fee or other compensation for any services they render in order to effectuate the consummation of a business combination, other than (i) the reimbursement of out-of-pocket expenses, (ii) the monthly fee of $10,000 payable to Trian Fund Management, L.P. and (iii) by virtue of their ownership of sponsor units, sponsor warrants or any securities included in or issuable upon exercise of such securities.

With respect to finder’s fees, we do not currently anticipate that we would enter into any arrangement that would require us to pay a finder’s fee prior to the consummation of a business combination. If such a business combination is consummated, it is possible that a portion of the funds held in trust, once released, will be utilized to pay such finder’s fees. Even if such a business combination is not consummated, it is possible that we would incur an obligation to an individual or an entity to pay them either a finder’s fee and/or to reimburse their expenses in connection with services that they provide to us. We would anticipate such fees or expenses being paid from the funds held outside of the trust account (including up to $9,500,000 of income earned on the amounts held in trust disbursed to us for working capital purposes). If we are unable to consummate a business combination and we liquidate, Trian Fund Management, L.P. will be liable to ensure that the proceeds in the trust account are not reduced if we did not obtain a waiver from vendors, service providers, or other entities that are owed money by us for services rendered or contracted for or products sold to us, as well as any prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such target business. Consequently, if we incur an obligation to an individual or an entity to pay them either a finder’s fee and/or to reimburse their expenses in connection with services that they provide to us, such an individual or entity has not signed a waiver of their right to obtain funds from the trust account, we do not ultimately consummate a business combination and we do not have sufficient funds to pay such fees or expenses from the funds held outside of the trust account or that

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may be released from the trust account, Trian Fund Management, L.P. will be liable for such fees and expenses.

To the extent that our capital stock or debt securities are used in whole or in part as consideration to effect a business combination, or in the event that indebtedness from third parties is used, in whole or in part, as consideration to effect a business combination, the proceeds held in the trust account that are not used to consummate a business combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance our operations. In the event that third party indebtedness is used as consideration, none of our officers or directors or our sponsor would be personally liable for the repayment of such indebtedness.

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. In such event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance our operations, which may include the target business(es) that we acquire in the business combination, for maintenance or expansion of operations of a target business(es), the payment of principal or interest due on indebtedness incurred in consummating our business combination, to effect other acquisitions, or for working capital, as determined by our management or board of directors at that time. We may use these funds, among other things, for director and officer compensation, change-in-control payments or payments to affiliates, to finance the operations of the target business, to make other acquisitions and to pursue our growth strategy.

Our sponsor has made a $250,000 loan to us to fund a portion of the offering expenses owed by us to third parties. The loan bears no interest and the principal balance is repayable on the earlier of (i) the date of the consummation of this offering and (ii) September 30, 2008. The principal balance is prepayable without penalty at any time in whole or in part. The proceeds from the loan have been used to pay organizational and offering expenses.

The proceeds held in trust may be invested by the trust agent only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. Although the rate of interest to be earned on the trust account will fluctuate through the duration of the trust account, and although we are unable to state the exact amount of time it will take to consummate a business combination, we anticipate the interest that will accrue on the trust account during the time it will take to identify a target and complete an acquisition will be sufficient to fund our working capital requirements. By restricting the holdings in the trust account to these instruments, we believe that we will not be deemed an investment company within the meaning of the Investment Company Act. Notwithstanding our belief that we are not required to comply with the requirements of the Investment Company Act, we will not liquidate and distribute the trust account to holders of our common stock included in the units being sold in this offering until after our existence terminates by operation of law on 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus) from the date of this prospectus and, consequently, we may be deemed to be an investment company and thus required to comply with such act. The income derived from the holdings in the trust account during this period that is not otherwise returned to public stockholders who vote against a business combination 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 consummated. We do not believe that the fees and expenses for due diligence, legal, accounting, acquisition, down payment, lock-up, reverse break-up fee or other activities related to this offering or our business combination will exceed $10,000,000 in the aggregate, comprised of $500,000 of net proceeds initially not held in trust plus up to $9,500,000 of income earned on the amounts held in trust and disbursed to us for working capital purposes. We believe that, upon consummation of this offering, we will have sufficient available funds to operate for at least the next 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), assuming that a business combination is not consummated during that time.

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We intend to pay Trian Fund Management, L.P., a company affiliated with our sponsor, a monthly fee of $10,000 for general and administrative services including office space and administrative, technology and secretarial services. This arrangement is expected to be agreed to by Trian Fund Management, L.P. for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary. We believe, based on fees for similar services in the New York metropolitan area, that the fee expected to be charged by Trian Fund Management, L.P. is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon consummation of our business combination or the distribution of the trust account to our public stockholders on a pro rata basis.

A public stockholder (but not our sponsor, our officers and directors, our other current stockholders or their permitted transferees with respect to the common stock included in the sponsor units) will be entitled to receive funds from the trust account (including income earned on such stockholder’s portion of the trust account, net of taxes payable and amounts disbursed to us for working capital purposes) only in the event of our liquidation of the trust account as part of our liquidation upon our failure to consummate a business combination, or if such public stockholder exercises his conversion rights in connection with a business combination that the public stockholder voted against and that we actually consummate or an extension of the time period within which we must consummate our business combination that the public stockholder voted against and that was approved. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account. Our sponsor, our officers and directors, our other current stockholders and their permitted transferees are not entitled to convert any of their shares of common stock acquired prior to this offering into a pro rata share of the trust account.

Upon the consummation of a business combination, the underwriters will be entitled to receive that portion of the proceeds attributable to the underwriters’ deferred discount held in trust excluding any income earned thereon, net of the pro rata amount of the underwriters’ deferred discount paid to stockholders who properly exercise their conversion rights. In the event that we are unable to consummate a business combination and the trustee is forced to liquidate the trust account, the underwriters have agreed that the proceeds attributable to the underwriters’ deferred discount will be distributed on a pro rata basis among the public stockholders along with any income earned thereon (net of taxes thereon).

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DIVIDEND POLICY

We have not paid any dividends on our common stock to date and will not pay cash dividends prior to the consummation of our business combination. After we consummate our business combination, the payment of dividends will depend on our revenues and earnings, if any, our capital requirements and our general financial condition. The payment of dividends after our business combination will be within the discretion of our board of directors at that time. Our board of directors currently intends to retain any earnings for use in our business operations and, accordingly, we do not anticipate that our board will declare any dividends in the foreseeable future. Further, any credit agreements we enter into in connection with our business combination or otherwise may restrict or prohibit payment of dividends. In the event that we do declare dividends, our board of directors will determine the dates on which any entitlements to dividends arise, the methods of calculating such dividends and the cumulative or non-cumulative nature of dividend payments.

On January 23, 2008, we declared a dividend of 0.06667 shares of common stock for each share of common stock issued and outstanding and adjusted the number of sponsor units and warrants included in (or formerly included in) such units, so that our sponsor, our officers and directors and our other current stockholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock and warrants) after this offering, after giving effect to any mandatory redemption of sponsor units to the extent the underwriters do not fully exercise their over-allotment option.

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DILUTION

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

At October 30, 2007, our net tangible book value was a deficiency of $45,261, or approximately $0.002 per share of common stock. After giving effect to the sale of 80,000,000 shares of common stock included in the units we are offering by this prospectus, the sale of the sponsor warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at October 30, 2007 would have been $447,706,749 or approximately $6.58 per share, representing an immediate increase in net tangible book value of approximately $6.58 per share to the sponsor as of the date of this prospectus and an immediate dilution of approximately $3.42 per share or approximately 34.2% to our public stockholders.

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

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

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

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CAPITALIZATION

The following table sets forth our capitalization at October 30, 2007 (giving effect to the stock dividend of 0.06667 shares of common stock for each issued and outstanding share of common stock that was declared on January 23, 2008) and as adjusted to give effect to the sale of units in this offering and the sponsor warrants in the private placement and the application of the estimated net proceeds derived from the sale of such securities.

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SELECTED FINANCIAL DATA

The following table presents selected financial data as of October 30, 2007 and for the period from October 16, 2007 (date of inception) to October 30, 2007 that has been derived from our consolidated financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus. Since we have not had any significant operations to date, the information below is not indicative of results to be expected for future periods. In addition, since this information is only a summary and does not provide all of the information contained in our historical financial statements, including the related notes, you should read it in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements, including the related notes, included elsewhere in this prospectus.

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

Overview

We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We intend to effect our business combination using cash from the proceeds of this offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:

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

As indicated in the accompanying financial statements, at October 30, 2007, we had $25,000 in cash and deferred offering costs of $240,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to consummate our business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after consummation of our business combination. We will generate non-operating income in the form of income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of

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being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

Our short-term liquidity needs will be satisfied through receipt of $25,000 from the sale of the sponsor units, and the proceeds of a note payable to our sponsor in an aggregate amount of $250,000 that is more fully described below. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of $46,800,000 (or $53,700,000 if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the sponsor warrants in the private placement for a purchase price of $10,000,000, will be $763,200,000 (or $876,300,000 if the underwriters’ over-allotment option is exercised in full). $788,620,000 (or $905,608,000 if the underwriters’ over-allotment option is exercised in full) will be held in trust, which includes $25,920,000 (or $29,808,000 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting commissions. Of the net proceeds from the sale of the units in the offering and the sale of sponsor warrants in the private placement, $500,000 will not be held in trust.

We may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating a business combination, to fund the purchase of other companies or for working capital.

We will use a substantial portion of the net proceeds of this offering in connection with acquiring one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring, negotiating and consummating the business combination. To the extent we use our capital stock in whole or in part as consideration for a business combination, the proceeds held in the trust account (less amounts paid to any public stockholders who exercise their conversion rights and deferred underwriting commissions paid to the underwriters) as well as any other net proceeds not expended prior to that time will be used to finance the operations of the target business or businesses. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations and for strategic acquisitions. Such funds could also be used to repay any operating expenses or finder’s fees which we had incurred prior to the consummation of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

As a recently formed blank check company, we currently do not have sufficient working capital for the next 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus). We intend to obtain such working capital through this offering and income of up to $9,500,000 on the balance of the trust account to be released to us for working capital requirements, which we believe will be sufficient to allow us to operate for at least the next 24 months (or up to 30 months if extended pursuant to a stockholder vote as described in this prospectus), assuming our business combination is not consummated during that time. We estimate our primary liquidity requirements during that period to include $7,500,000 for legal, accounting and other expenses associated with structuring, negotiating and documenting business combinations; $240,000 for office space, administrative services and support payable to Trian Fund Management, L.P., representing $10,000 per month for up to 24 months (or up to $300,000 in the event our stockholders approve an extension); $200,000 for legal and accounting fees related to regulatory reporting requirements; and $2,060,000 for general working capital that will be used for miscellaneous expenses and reserves, including director and officer liability insurance and additional expenses that may be incurred by us in connection with this offering over and above the amounts listed in the section of this prospectus entitled “Use of Proceeds.”

Our sponsor has made a $250,000 loan to us to fund a portion of the offering expenses owed by us to third parties. The loan bears no interest and the principal balance is repayable on the earlier of (i) the date of the consummation of this offering and (ii) September 30, 2008. The principal

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balance is prepayable without penalty at any time in whole or in part. The proceeds from the loan have been used to pay organizational and offering expenses.

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we will rely on the funds available to us outside of the trust account and income earned of up to $9,500,000 on the trust account to fund such expenditures and if our estimates of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to consummate our business combination or because we become obligated to convert into cash a significant number of shares of public stockholders voting against our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2009. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal control. We expect to assess the internal controls of our target business or businesses prior to the consummation of our business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

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Related Party Transactions

In October 2007, our sponsor purchased 21,562,500 sponsor units (or 23,000,000 sponsor units after giving effect to the unit adjustment), with each sponsor unit consisting of one share and one warrant, for an aggregate purchase price of $25,000. Nelson Peltz, Peter W. May and Edward P. Garden collectively own all of the outstanding interests in our sponsor.

In December 2007, our sponsor sold an aggregate of 1,775,000 shares of common stock included in the sponsor units (or 1,893,332 shares after giving effect to the stock dividend) to certain of our officers and directors and other related parties for the same price per share that was paid for the units by the sponsor. See “Certain Relationships and Related Transactions.”

Our sponsor has agreed to purchase an aggregate of 10,000,000 warrants at $1.00 per warrant for a total of $10,000,000 in a private placement that will occur immediately prior to this offering.

In addition, prior to the closing of this offering, Trian Fund Management, L.P., which is an affiliate of our sponsor, will enter into an agreement with Deutsche Bank Securities Inc. and Merrill Lynch & Co. in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which it will cause Trian Partners to place limit orders for up to $75,000,000 of our common stock commencing two business days after we file a preliminary proxy statement relating to our business combination and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be approved, or earlier in certain circumstances. The limit orders will require Trian Partners to purchase any of our shares of common stock offered for sale at or below a price equal to the per-share value of the trust account as of the date of our most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to such purchase. The purchase of such shares will be made by Deutsche Bank Securities Inc., Merrill Lynch & Co. or another broker dealer mutually agreed upon by such firms and Trian Fund Management, L.P. It is intended that purchases pursuant to the limit orders will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M which may prohibit purchases under certain circumstances. Trian Partners will agree to vote all shares of common stock purchased pursuant to such limit orders in favor of our business combination and in favor of an extension of our corporate existence to up to 30 months from the date of this prospectus in the event we have entered into a definitive agreement for, but have not yet consummated, our business combination. As a result, Trian Partners may be able to influence the outcome of our business combination or a proposed extension. Trian Partners will not be permitted to exercise conversion rights with respect to any shares of common stock purchased pursuant to such limit orders but it will participate in any liquidation distribution with respect to such shares. Any portion of the $75,000,000 not used for open market purchases of common stock will be applied to the purchase of units from us, at a price of $10.00 per unit, immediately prior to the consummation of our business combination. Trian Partners will agree not to sell or transfer any shares of common stock or co- investment units (including the securities underlying or issuable upon exercise of such securities) purchased pursuant to these agreements, subject to certain exceptions, until 180 days after the consummation of our business combination.

We are obligated, commencing on the date of this prospectus, to pay Trian Fund Management, L.P. a monthly fee of $10,000 for office space and general administrative services.

We have entered into a license agreement with Trian Fund Management, L.P. permitting us to use the corporate name “Trian” prior to our business combination. We are not obligated to pay Trian Fund Management, L.P. for this license.

Our sponsor has made a $250,000 loan to us to fund a portion of the offering expenses owed by us to third parties. The loan bears no interest and the principal balance is repayable on the earlier of (i) the date of the consummation of this offering and (ii) September 30, 2008. The principal balance is prepayable without penalty at any time in whole or in part. The proceeds from the loan have been used to pay organizational and offering expenses.

We have agreed to indemnify our officers and directors against certain liabilities and expenses. Prior to our business combination, Trian Fund Management, L.P. will provide guarantees of certain

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of our obligations to our officers and directors under the indemnity agreements. We will not pay a fee for any such guarantees.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of October 30, 2007, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we were newly organized as of October 16, 2007 and have conducted no operations to date.

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PROPOSED BUSINESS

Introduction

We are a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more domestic or international operating businesses or assets, which we refer to as our business combination. Our efforts in identifying prospective target businesses will not be limited to a particular industry or group of industries. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to such a transaction. To date, our efforts have been limited to organizational activities as well as activities related to this offering.

We will have until 24 months (or up to 30 months if our stockholders approve an extension) from the date of this prospectus to consummate a business combination. If we fail to consummate a business combination within the required time frame, our corporate existence will, in accordance with our amended and restated certificate of incorporation, cease except for the purposes of winding up our affairs and liquidating.

Business Strategy

We will seek to capitalize on the substantial investing and operating expertise of our management team. Led by Nelson Peltz, Peter W. May and Edward P. Garden, our management team has extensive experience investing in, owning and operating businesses across many sectors, including the consumer, industrial and financial services sectors. Our management team has generated attractive investment returns for over 35 years through its operations-centric investment strategy that targets fundamentally strong companies that have been mismanaged or undermanaged and creates value at those companies primarily by increasing profitability. This strategy seeks to execute strategic and operational initiatives that will result in higher sales, lower expenses and enhanced free cash flow. Though the strategy does not primarily rely on leverage or other balance sheet opportunities, we may also seek to enhance value through optimization of a target company’s capital structure, including adjusting a company’s leverage to levels that we think are more efficient. Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

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•				Reduced expenses. We will search for a company with the potential to reduce expenses through, among other things, refocusing on core competencies, eliminating unnecessary bureaucracy, enhancing management of inventory, accounts receivable and supply chains, investing in technology and exiting non-core businesses.

•				Companies with potential for strong free cash flow generation. We will seek to acquire a company that has the potential to generate strong and stable free cash flow. We will focus on companies that have predictable, recurring revenue streams and low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

Competitive Strengths

We believe we have the following competitive strengths:

Operating expertise

We expect to utilize the significant operating expertise of our management team to identify, acquire and operate a business whose operations can be fundamentally improved and where there are opportunities for increased profitability. In addition, we believe that the experience of our management team may provide us with opportunities to recruit highly qualified executives, with whom they have worked in the past to join the management of the operating business we acquire.

Our management team has substantial experience owning and operating successful businesses across many sectors. Nelson Peltz and Peter W. May have been business partners for more than 35 years, during which time they have created significant value as owners and day-to-day operators of both small and large capitalization companies. Their successful track record historically was built utilizing a combination of their personal assets and capital raised through controlled public holding companies (most recently, Triarc Companies, Inc.). Their landmark investments include: Triangle Industries (which acquired National Can Corporation and the packaging business of American Can Company to become one of the world’s largest packaging companies and a Fortune 100 industrial company); Snapple Beverage Group (Snapple was purchased by Triarc in 1997 for $300 million and the beverage group was sold by Triarc in 2000 for approximately $1.5 billion) and Arby’s Restaurant Group (which is still owned by Triarc). Edward P. Garden joined Mr. Peltz and Mr. May at Triarc in August 2003 and was named Vice Chairman and a director of Triarc in December 2004. In addition to operating experience, Mr. Garden brought to Triarc an extensive Wall Street background in finance and the capital markets.

In November 2005, Mr. Peltz, Mr. May and Mr. Garden launched Trian Fund Management, L.P., an investment management firm that we refer to, together with the funds and accounts it and its affiliates manage, as Trian Partners. To date, Trian Partners has focused on utilizing its successful operations-centric investment strategy to make non-control investments in underperforming public companies. Trian Partners seeks to become a significant shareholder in fundamentally good businesses that have been mismanaged or undermanaged and create long-term value by working with management teams and boards of directors principally to build the income statement. By utilizing a constructive, hands-on approach in working with management that is based on thorough and thoughtful analysis, extensive due diligence, and a deep understanding of the underlying business, Trian Partners believes it has developed a reputation as a positive change agent and achieved significant credibility with boards, management teams and institutional investors. Notable investments of Trian Partners include: Cadbury Schweppes plc, H. J. Heinz Company, Tiffany & Co., Wendy’s International, Inc., Chemtura Corporation and CBRL Group, Inc. (Cracker Barrel).

Prior to making its investments, Trian Partners typically develops a highly detailed action plan (or “white paper”) that sets forth operational, initiatives aimed at increasing sales, reducing expenses and maximizing free cash flow. The action plans also address capital structure efficiency and strategic redirection. In the case of Wendy’s, the principal focus of Trian Partners’ action plan was a substantial improvement in operating margins at Wendy’s Old Fashioned Hamburger restaurants owned and operated by the company, which Trian Partners believed were less than half those of its peer group and some of its franchisees. The action plan called for a reduction in costs by

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approximately $200 million. And in the case of Heinz, Trian Partners’ action plan called for: significantly reducing annual costs, which had been growing faster than sales; focusing on consumer marketing and innovation, rather than competing on price, by reinvesting dollars otherwise spent on deals, allowances and other trade spending to retailers; increasing focus on key brands and geographies; and implementing a more efficient capital structure. Trian Partners currently has representatives on each of these companies’ boards of directors and shareholder value has significantly increased since Trian Partners set forth its operational insights and initiatives.

As further detailed below, we believe that our access to the experience, capabilities and infrastructure of Trian Partners will enable us to generate proprietary deal flow opportunities, evaluate potential business combination opportunities in a thoughtful and methodical fashion and structure a successful business combination transaction. Trian Partners currently has more than 30 employees, including 16 investment professionals that have extensive operating, investment, mergers and acquisitions, legal, financing, restructuring, tax and accounting experience.

Unique platform for deal generation

We believe that the involvement of Mr. Peltz, Mr. May and Mr. Garden in the investment activities of Trian Partners may result in proprietary deal flow opportunities for us because Trian Partners does not typically seek to acquire majority ownership of operating companies. Trian Partners will typically seek to become one of the largest shareholders and work proactively with management and the board of directors to effect positive operational change, and in many cases, a member of the firm will join the board. In these situations, Trian Partners’ position and competitive advantage could lead to proprietary deal flow opportunities for our company, particularly in a case where a company in which Trian Partners has invested is seeking to divest a non-core asset because Trian Partners does not typically acquire majority ownership of operating businesses. In addition, through its involvement with Trian Partners, we expect that our management team will be able to stay close to trends and developments in various industries and, although there may not be immediate acquisition opportunities, we believe this will allow us to be opportunistic in pursuing our business combination.

In addition to their involvement in Trian Partners, over the course of their careers, Mr. Peltz, Mr. May and Mr. Garden have developed a diverse network of operational and transactional relationships that have generated a significant flow of investment opportunities, many of which are proprietary. These relationships include an extensive array of industry experts, consultants, investment banks, law firms, institutional investors, investment funds, financial sponsors and entrepreneurs.

We believe that we will receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of our management’s involvement with Trian Partners as well as the track record and business relationships it has developed over time. However, we can make no assurances that our relationship with Trian Partners or our other business relationships will result in opportunities to acquire a target business.

Intense focus on due diligence that seeks to identify key value drivers and significant risks

Our management team will employ an exhaustive operations-centric due diligence process that has been developed throughout its many years of investing experience, most recently at Trian Partners. For example, this experience has given our management team insight and knowledge on such key issues as valuations, appropriate capital structures, strategic vision and capabilities of an acquisition target’s management team. As a result, we believe that this provides us with certain analytical advantages and insights as we evaluate potential business combination opportunities. During the due diligence phase, our management team will carefully evaluate prospective business targets to uncover key issues that will drive value or, as importantly, pose a significant risk (such as contingent liabilities, pension matters and environmental issues). We believe our management team’s deep and diverse set of skills in management, operations and corporate finance, together with our access to the extensive mergers and acquisitions, legal, financing, restructuring, tax and accounting

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experience of Trian Partners’ investment professionals, will enable us to avoid potential risks that other investors may not identify.

The due diligence process will begin with an initial evaluation of the target company’s business, management, risks and potential opportunities. After we reach an internal consensus to proceed, the review process will include extensive meetings with several levels of management, a detailed analysis of historical and projected financial statements and strategic plans, visits to key facilities and interviews with customers, suppliers and competitors. As the due diligence process proceeds, our management team will identify a prioritized set of operational, financial and strategic improvements that will form the basis for an action plan, that, when implemented, will create improved and sustained growth and profit enhancements.

We believe this time-tested due diligence methodology will not only help us to identify key value drivers and potential growth opportunities, but will also enable us to avoid potential risks that other investors may not identify.

Transaction structuring

Another distinguishing feature that we believe provides a competitive advantage is the manner in which we approach transaction structuring. Our goal is to structure a transaction that addresses a target company’s strategic and operating objectives while at the same time creating an attractive risk-return proposition for our company and its shareholders. When we identify potential investment opportunities, we will work closely with the target’s management to understand its objectives. We will then seek to design a transaction structure that balances the achievement of these objectives with the need to minimize risks associated with the potential transaction as well as implement the operational and other initiatives identified in our action plan. We will consider a variety of factors, including capital structure, valuation, contractual rights, regulatory issues, management alignment and incentive compensation structures, to accomplish these objectives. We believe our management team’s extensive mergers and acquisitions, legal, tax and accounting experience will help enable us to structure a successful business combination.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses that are not public companies (although we have the flexibility to acquire a public company). As an existing public company, we offer a target business that is not itself a public company an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe non-public target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

Financial position

With funds available initially in the amount of approximately $763,200,000, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

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