Unassociated Document

As filed with the Securities and Exchange Commission on March 5, 2008.

File No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INFINITY I-CHINA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Unit 5707, The Center

99 Queen’s Road Central

Hong Kong

Telephone: 852-21693117

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Robert Barasch, Adv.

General Counsel

Unit 5707, The Center

99 Queen’s Road Central

Hong Kong

Telephone: 852-21693117

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq.	Mitchell S. Nussbaum, Esq.
Stuart Neuhauser, Esq.	Loeb & Loeb LLP
Adam Mimeles, Esq.	345 Park Avenue
Ellenoff Grossman & Schole LLP	New York, New York 10154
370 Lexington Avenue, 19th Floor	(212) 407-4000
New York, New York 10017	Fax: (212) 407-4990
(212) 370-1300

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

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

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

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

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

CALCULATION OF REGISTRATION FEE CHART

Title of Each Class of Security to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee

Units, each consisting of one ordinary share, $.0001 par value, and one Redeemable Warrant (2)		5,175,000	$	8.00	$	41,400,000	$	1,627
Ordinary shares included as part of the Units (2)		5,175,000		—		—		—	(3)
Redeemable Warrants included as part of the Units (2)		5,175,000		—		—		—	(3)
Ordinary shares underlying the Redeemable Warrants included in the Units (2)(4)		5,175,000	$	6.00	$	31,050,000	$	1,220
Representative’s Unit Purchase Option		1	$	100	$	100	$	0
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)(4)		450,000	$	10.00	$	4,500,000	$	177
Ordinary shares included as part of the Representative’s Units(4)		450,000		—		—		—	(3)
Redeemable Warrants included as part of the Representative’s Units(4)		450,000		—		—		—	(3)
Ordinary shares underlying the Redeemable Warrants included in the Representative’s Units (4)		450,000	$	6.60	$	2,970,000	$	117
Total					$	79,920,100	$	3,141

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 675,000 Units, 675,000 Ordinary Shares, 675,000 Warrants underlying such Units and 675,000 Ordinary Shares underlying the Warrants included in such Units, which may be issued upon exercise of a 30-day option granted to the Underwriters to cover over-allotments, if any.

(3)

No fee pursuant to Rule 457(g).

(4)

Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued to prevent dilution as a result of share subdivision, share dividends or similar transactions.

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

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

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 5, 2008

$36,000,000

INFINITY I-CHINA ACQUISITION CORPORATION

4,500,000 units

Infinity I-China Acquisition Corporation is a blank check company recently incorporated for the purpose of acquiring, engaging in a share capital exchange, share reconstruction or amalgamation with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses. Our efforts in identifying a prospective target business will not be limited to a particular country or a particular industry, although we intend to focus initially on companies located in China and on target businesses in the technology industry. We do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit is being sold at a purchase price of $8.00 per unit and consists of:

· one ordinary share; and

· one redeemable warrant

Each redeemable warrant, which we refer to throughout this prospectus as redeemable warrants or warrants, entitles the holder to purchase one ordinary share at a price of $6.00. Each redeemable warrant will become exercisable on the later of our completion of a business combination or _____, 2009 [one year from the date of this prospectus], and will expire on _____, 2012 [four years from the date of this prospectus], or earlier upon redemption.

Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P. and Infinity I-China Fund (Israel 2), L.P., limited partnerships indirectly controlled by certain of our officers and directors, are our sponsors and own all of our outstanding ordinary shares. Our sponsors will purchase an aggregate of 1,500,000 warrants, or insider warrants, from us at a price of $1.00 per warrant in a private placement to be completed immediately prior to the effective date of this prospectus. All of the proceeds received from the sale of the insider warrants (an aggregate of $1,500,000) will be placed in the trust account described below. The insider warrants will be identical to those sold in this offering but (i) will not be subject to redemption, (ii) may be exercised on a “cashless” basis, in each case if held by our sponsors or their permitted assigns and (iii) may not be sold, assigned or transferred until after consummation of a business combination. The holders of insider warrants will not have any right to any liquidation distributions with respect to the shares underlying such insider warrants in the event we fail to consummate a business combination, in which event the insider warrants will expire worthless.

We have granted Morgan Joseph & Co. Inc. and Legend Merchant Group, the representatives of the underwriters, a 30-day option to purchase up to 675,000 additional units (over and above the 4,500,000 units referred to above) solely to cover over-allotments, if any. We have also agreed to sell to the representatives for $100, as additional compensation, an option to purchase up to 450,000 units at a per unit price of $10.00. The units issuable upon exercise of this option are identical to those offered by this prospectus, except that the warrants included in such option units have an exercise price of $6.60. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

There is presently no public market for our units, ordinary shares or warrants. We anticipate our units will be quoted on the OTC Bulletin Board under the symbol [“ ”] on or promptly after the date of this prospectus. Each of our ordinary shares and warrants shall trade separately on the tenth business day (or as soon as practicable thereafter) following the earlier of (i) the expiration or termination of the underwriters’ over-allotment option or (ii) its exercise in full, subject in each case to our having filed a Current Report on Form 6-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, we expect that the ordinary shares and warrants will be quoted on the OTC Bulletin Board under the symbols [“ ”] and [“ ”], respectively. We cannot assure you, however, our securities will continue to be quoted on the OTC Bulletin Board in the future.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

No offer or invitation to subscribe for shares may be made to the public in the Cayman Islands.

	Public offering price		Underwriting discount and commissions(1)		Proceeds, before expenses, to us
Per unit	$	8.00	$	0.56	$	7.44
Total	$	36,000,000	$	2,520,000	$	33,480,000

——————

(1) Includes the underwriters’ deferred discount and commissions in the amount of $1,080,000, or $0.24 per unit, payable to the underwriters only upon consummation of a business combination and then only with respect to those units as to which the component shares have not been redeemed for cash by those shareholders who voted against the business combination and exercised their redemption rights.

Of the proceeds we receive from this offering and the private placement to be made prior to the date of this prospectus to our sponsors, $35,410,000 ($7.87 per unit) will be deposited into a trust account at American Stock Transfer & Trust Company maintained by [ ], acting as trustee. This amount includes the underwriters’ deferred discount and commissions in the amount of $1,080,000, or $0.24 per unit, payable to the underwriters only upon consummation of a business combination and then only with respect to those units as to which the component shares have not been redeemed for cash by those shareholders who voted against the business combination and exercised their redemption rights.

We are offering the units for sale on a firm-commitment basis. Morgan Joseph & Co. Inc. and Legend Merchant Group, acting as representatives of the underwriters, expect to deliver our securities to investors in the offering on or about [____], 2008.

Co-Lead Managers

The date of this prospectus is ____________, 2008.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements.

Unless otherwise stated in this prospectus:

references to “we,” “us” or “our company” are to Infinity I-China Acquisition Corporation;

references to “Companies Law” means the Companies Law (2007 Revision) of the Cayman Islands;

references to a “business combination” are to an acquisition, share capital exchange, share reconstruction and amalgamation, asset acquisition or other similar business combination between us and one or more operating businesses;

references to “existing shareholders” are to all of our shareholders before this offering;

references to “private placement” are to the sale of 1,500,000 warrants to our sponsors at a price of $1.00 per warrant, for an aggregate purchase price of $1,500,000, in a private placement that will occur immediately prior to the date of this prospectus;

references to “public shareholders” are solely to the holders of our ordinary shares sold as part of the units sold pursuant to this prospectus (whether acquired in this offering or in the aftermarket), including any existing shareholders who have acquired shares sold pursuant to this prospectus, to the extent they acquire such shares (and solely with respect to such shares);

references to our “sponsor” or “sponsors” or the “Infinity I-China Funds” are to Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P. and Infinity I-China Fund (Israel 2), L.P., collectively. The general partner of each of the Infinity I-China Funds is Infinity-CSVC Partners, Ltd., a Cayman Islands limited company, owned and controlled by Amir Gal-Or and Avishai Silvershatz, our Co-Chief Executive Officers, Co-Presidents and Co-Chairmen;

references to a “target business” are to one or more operating businesses which, after completion of this offering, we may target for a potential business combination; and

the information in this prospectus assumes the representatives of the underwriters will not exercise their over-allotment option and that no shareholder exercises its right of redemption as described elsewhere in this prospectus.

The Company

We are a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability on November 9, 2007. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands. “Limited liability” means that a shareholder's liability is limited to the amount paid for the shares held by such shareholder in the company (or if any shares are not fully paid up, the amount outstanding in respect of such shares). We were formed for the purpose of acquiring, engaging in a share capital exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses. Our efforts in identifying a prospective target business will not be limited to a particular country or a particular industry, although we intend to focus initially on companies located in China and on target businesses in the technology industry. To date, our efforts have been limited to organizational activities and activities relating to this offering. We do not have any specific business combination under consideration and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction.

Our Co-Chairpersons have been actively engaged in making investments in China since 2003. Their core investment strategy has been to invest in Israeli technology companies and in Chinese businesses that can benefit by licensing and integrating Israeli technology. Their efforts in China have led to the development of extensive contacts and relationships that will be leveraged in implementing our business plan. In 2005, the Chinese government granted to Infinity-CSVC Venture Capital Enterprise, an entity affiliated with our Co-Chairpersons and the managers of our sponsors, the first license ever issued to a foreign invested venture capital enterprise, a new form of investment vehicle incorporating features akin to a limited partnership and specifically formed for the purpose of investing in Israeli and Chinese technology companies. In addition to certain subsidiaries of IDB Group and its other Israel-based limited partners, the China Development Bank, a development-oriented financial institution of the Chinese government under the jurisdiction of China's State Council, is a limited partner of our sponsors. Furthermore, China Singapore Suzhou Industrial Park Ventures Co. Ltd., a government sponsored investment fund, is a shareholder of our sponsor's general partner with representation on our sponsors' investment committee and the general partner's board of directors. Our executive officers and directors will seek to capitalize on these and other relationships in China in order to locate potential target businesses, evaluate those businesses and execute a business combination.

Although we are not limited to seeking a business combination in a particular country, we believe China represents both a favorable environment for making business combinations and an attractive operating environment for a target business for several reasons, including:

Prolonged economic expansion within China, including gross domestic product, or GDP, growth of approximately 9% on average over the last 25 years, including 9.5% in 2004, 9.9% in 2005, 10.2% in the first quarter of 2006 and 10.9% in the second quarter of 2006 (National Bureau of Statistics of China);

Attractive valuations for target businesses within China;

Increased government focus within China on privatizing assets, improving foreign trade and encouraging business and economic activity;

Favorable labor rates and efficient, low-cost manufacturing capabilities;

The recent entry of China into the World Trade Organization, the sole global international organization dealing with the rules of trade between nations, which may lead to a reduction of tariffs for industrial products, a reduction in trade restrictions and an increase in trading with the U.S.; and

The fact that China’s public equity markets are not as well developed and active as the equity markets within the U.S. and are characterized by companies with relatively small market capitalizations and low trading volumes, thereby causing Chinese companies to attempt to be listed in the U.S. equity markets.

We believe these factors and others should enable us to complete a business combination with a target business with growth potential on favorable terms.

There are, however, risks involved in consummating a business combination in China, among them:

An uncertain and changing regulatory and corporate environment in China;

Potential difficulties safeguarding intellectual property;

Exchange rate fluctuations and the imposition of currency controls;

Potential difficulties with enforcing contracts; and

Potential deterioration in the relationship between China and other members of the international community.

Our Management

Our executive officers and directors have extensive experience both in Israel and China as managers, principals, advisors or directors of funds investing in companies operating in or providing services to the technology industry. In addition, they collectively comprise a formidable pool of expertise covering key areas of the technology industry, with experience in negotiating and structuring transactions in the areas in which we will attempt to compete; however, they have not previously been involved in blank check companies, and do not have experience with regard to such entities. Our officers and directors also have substantial experience in identifying, negotiating with and conducting due diligence on companies targeted for investment. In addition, we believe the experience of our officers and directors in private equity will be beneficial in structuring and consummating a business combination. We intend to leverage the industry experience of our executive officers, including their extensive contacts, relationships and access to acquisition opportunities, by focusing our efforts on identifying a prospective target business or businesses operating in or providing services to the technology industry and negotiating the terms of such transaction. Management’s contacts and sources include those in government, private and public companies around the world, private equity and venture capital funds, investment bankers, attorneys and accountants.

Amir Gal-Or, our Co-Chief Executive Officer, Co-President and Co-Chairman has extensive investment experience across a multitude of industries, including serving on the boards of directors of a number of Israeli and Chinese technology companies. In addition to his investment experience as a manager and general partner of various investment entities, many of them our affiliates, Avishai Silvershatz, our Co-Chief Executive Officer, Co-President and Co-Chairman, also has co-founded multiple software companies, some of which are publicly traded. Wang Wei, one of our directors, is one of the founders of the Infinity I-China Funds and currently serves as Chief Executive Officer and President of China WLCSP Ltd., one of the first companies producing wafer level chip scale packages in China. Mr. Wang has also served as a senior sales and marketing manager at several divisions of Motorola China and other communications, electrical and semiconductor companies.

To date, none of our officers or directors has approached any third parties to identify potential target businesses, and no such third parties have presented or identified potential target businesses to any of our officers or directors. We expect, from time to time, after the offering is completed, contacts or sources will advise either our management team or directors of the existence of one or more potential acquisition candidates or potential acquisition candidates will become known to our management team or directors through their other business activities. Our management will evaluate these leads and determine whether to pursue discussions with any of these candidates.

Effecting a Business Combination

We have until 24 months from the date of this prospectus to consummate a business combination. If we are unable to consummate a business combination within 24 months from the date of this prospectus but have entered into a definitive agreement with respect to a business combination within that timeframe, we may seek shareholder approval to extend the period of time to consummate a business combination by an additional twelve months. In order to extend the period of time to 36 months, (i) a majority of the ordinary shares voted by the public shareholders must approve the extension of our corporate life to 36 months from the date of this prospectus and (ii) public shareholders owning no more than one share less than 40.0% of the ordinary shares sold in this offering may vote against approval of the extended period and exercise their redemption rights, as described in this prospectus. If we fail to consummate a business combination within 24 months (or 36 months in the event our shareholders approve an extension), we will liquidate and distribute the proceeds held in the trust account described below to our public shareholders. We will not pursue a business combination with any company that is a portfolio company of, or otherwise affiliated with, or has received a financial investment from, any of the private equity firms with which our existing shareholders, executive officers or directors are affiliated. Our initial business combination must be with a target business or businesses whose aggregate fair market value is at least equal to 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of such transaction. Consequently, it is likely we will have the ability to effect only a single business combination, although this may entail the simultaneous acquisitions of several assets or closely related operating businesses at the same time. Should we elect to pursue more than one acquisition of target businesses simultaneously, we 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. Even if we complete the acquisition of more than one target business at the same time, there can be no assurance we will be able to integrate the operations of such target businesses.

In no instance will we acquire less than majority voting control of a target business. However, in the case of a reverse merger or other similar transaction in which we issue a substantial number of new shares, our shareholders immediately prior to such transaction may own less than a majority of our shares subsequent to such transaction. Even if we acquire less than 100% of one or more target businesses in our initial business combination: (a) we would not enter into our initial business combination wherein we acquired less than a majority of the outstanding voting or control rights of such target business and (b) the aggregate fair market value of the interests we acquire must equal at least 80% of the amount held in the trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of such transaction(s), with such interests being calculated based upon generally accepted valuation metrics (which may include cash flow, multiples of revenue and/or EBITDA (earnings before interest, taxes, depreciation and amortization), net profit, profit margin, growth rate, book value and other methods). In such case, however, the remaining ownership interest may be held by third parties who may or may not have been involved with the properties, assets or entities prior to our acquisition of such ownership interest. With a joint venture, we will face additional risks, including the additional costs and time required to investigate and otherwise conduct due diligence on potential joint venture partners and to negotiate joint venture agreements. Moreover, the subsequent management and control of a joint venture will entail risks associated with multiple owners and decision makers.

In seeking a business combination, we intend to utilize cash derived from the proceeds of this offering and the private placement, as well as our share capital, debt, or a combination of cash, share capital and debt, and there is no limit on the issuance of share capital or incurrence of debt we may undertake in effecting a business combination. This may allow us to acquire a target business or businesses with an aggregate fair market value in excess of 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of the transaction. If we were to seek such additional funds, any such arrangement would only be consummated simultaneously with our consummation of a business combination. 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. In the event a business combination is consummated, all sums remaining in the trust account, less the underwriters’ deferred discount and commissions and all interest earned thereon, and less any payments made to redeeming shareholders, will be released to us immediately thereafter, and there will be no restriction on our use of such remaining funds. The amount of funds required to be paid to redeeming shareholders shall be calculated by us and transmitted to the paying agent, who shall be instructed to pay such amounts from the trust account. In the event funds are released in connection with the business combination prior to the distribution of payments to redeeming shareholders, the paying agent shall be prohibited from disbursing such redemption payments other than directly to redeeming shareholders pursuant to the terms of the trust agreement.

We maintain executive offices at Unit 5707, The Center, 99 Queen’s Road Central, Hong Kong and our telephone number is 852-21693117.

THE OFFERING

Securities offered:		4,500,000 units, at $8.00 per unit, each unit consisting of: · one ordinary share; and · one redeemable warrant The units will begin trading on or promptly after the date of this prospectus. Each of the ordinary shares and warrants shall trade separately on the tenth business day (or as soon as practicable thereafter) following the earlier of (i) the expiration or termination of the underwriters’ over-allotment option or (ii) its exercise in full, subject in each case to our having filed a Current Report on Form 6-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the private placement if such option is exercised on the date of this prospectus, and having issued a press release announcing when such separate trading will begin. We will file a Current Report on Form 6-K, including an audited balance sheet, upon the consummation of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the filing of a Current Report on Form 6-K that includes an audited balance sheet reflecting the proceeds of this offering, an additional Current Report on Form 6-K will be filed to disclose the exercise and closing of the over-allotment option. Following the date the ordinary shares and warrants are eligible to trade separately, the units will continue to be listed for trading, and any securityholder may elect to break apart a unit and trade the ordinary shares 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 securityholder owning ordinary shares and warrants may elect to combine them together and trade them as a unit. Securityholders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed. If you are not an institutional investor, you may purchase securities in this offering only if you reside within the states in which we have applied to have the securities registered. We have registered the securities in: Colorado, Delaware, the District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Louisiana, New York, Rhode Island and Wyoming. Resales of the securities are subject to certain limitations in some states, please refer to the section entitled “Underwriting” for details regarding restrictions in your state, if any.
Additional Purchases by our Sponsors:		Our sponsors will purchase an aggregate of 1,500,000 warrants, or insider warrants, from us at a price of $1.00 per warrant in a private placement to be completed immediately prior to the date of this prospectus. All of the proceeds received from the sale of the insider warrants (an aggregate of $1,500,000) will be placed in the trust account described below. The insider warrants will be identical to those sold in this offering but (i) will not be subject to redemption, (ii) may be exercised on a “cashless” basis, in each case if held by our sponsors or its permitted assigns and (iii) may not be sold, assigned or transferred until consummation of a business combination. The holders of the insider warrants will not have any rights to any liquidation distributions with respect to the ordinary shares underlying such insider warrants in the event we fail to consummate a business combination, in which event the insider warrants will expire worthless.

Our sponsors have agreed they, or their respective affiliates or their limited partners, will enter into an agreement with a broker-dealer mutually agreed upon by our sponsors and the representatives (which such broker-dealer may be any of the underwriters or their affiliates) pursuant to which they will place limit orders to purchase up to $5,000,000 of our ordinary shares in the open market commencing the later of (i) ten business days after we file our current report on Form 6-K announcing our execution of a definitive agreement for a business combination and (ii) 60 calendar days after the end of the “restricted period” in connection with this offering under Regulation M under the Exchange Act, and ending on the business day immediately preceding the date of the meeting of shareholders at which a business combination is to be voted upon. These purchases will be made in accordance with the guidelines of Rule 10b5-1 under the Exchange Act and so as to satisfy the conditions of Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law. The price per share at which such purchases will be made will not be more than the per share amount held in the trust account (less taxes payable) as reported in such current report on Form 6-K. Such purchases will be made until the earlier of the expiration of the buyback period or until such purchases reach $5,000,000 in total. The buyers will not have any discretion or influence with respect to such purchases. Our sponsors (and their affiliates or limited partners, as applicable) have agreed to vote any such ordinary shares purchased in the open market in favor of the proposal to approve the extended period, if any, and our initial business combination. Unless a business combination is approved by our shareholders, our sponsors and their respective affiliates or their limited partners, as applicable, have agreed not to sell such shares, provided they will be entitled to participate in any liquidating distributions with respect to the shares purchased in the open market. In the event our sponsors, or their respective affiliates or their limited partners, do not purchase $5,000,000 of our ordinary shares through those open market purchases, our sponsors or their respective affiliates or their limited partners, as applicable, have agreed to purchase from us in a private placement, which we may refer to as the co-investment, a number of units identical to the units offered hereby at a purchase price of $8.00 per unit until they have spent an aggregate of $5,000,000 in the open market purchases described above and this co-investment. This co-investment will occur immediately prior to our consummation of a business combination, which will not occur until after the signing of a definitive business combination agreement and the approval of that business combination by a majority of our public shareholders.

No commissions, fees or other compensation will be payable in connection with the private placement or the co-investment.

Other than as set forth above, we are not aware of any present intention on the part of our sponsors, officers or directors to make any purchases in this offering or in the aftermarket.

Ordinary shares:

Number outstanding before this offering:		1,293,750 shares (1)
Number to be outstanding after this offering:		5,625,000 shares (2)
		(1) This number includes an aggregate of 168,750 ordinary shares that are subject to forfeiture by our existing shareholders if the over-allotment option is not exercised by the underwriters. (2) Assumes the over-allotment option has not been exercised and an aggregate of 168,750 ordinary shares have been forfeited by our existing shareholders.
Warrants:

Number outstanding before this offering and private placement:		None

Number to be outstanding after this offering and private placement:		6,000,000

Exercisability:		Each warrant is exercisable for one ordinary share.

Exercise price:		$6.00 per share
Exercise period:		The warrants will become exercisable on the later of: · the completion of a business combination, or · _______________, 2009 [one year from the date of this prospectus] The warrants held by public shareholders will only be exercisable if a registration statement covering the ordinary shares issuable upon exercise of the warrants is effective and current. The warrants included in the units sold in this offering, as well as the insider warrants, will expire at 5:00 p.m., New York City time, on ______________, 2012 [four years from the date of this prospectus].
Redemption:		We may redeem the outstanding warrants included in the units sold in this offering and the warrants issued upon exercise of the representative’s unit purchase option: · in whole and not in part, · at a price of $0.01 per warrant at any time while the warrants are exercisable, · upon a minimum of 30 days’ prior written notice of redemption, and · if, and only if, the last closing sales price of our ordinary shares equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. We have established this last criterion to provide warrant holders with a premium to the initial warrant exercise price as well as a degree of liquidity to cushion the market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise his or her warrant prior to the date scheduled for redemption. However, there can be no assurance that the price of our ordinary shares will exceed the call trigger price ($11.50) or the warrant exercise price after the redemption call is made.

		None of the warrants issued in the private placement are redeemable while held by the initial purchasers or their permitted assigns.

Limited Payments to Insiders:		There will be no fees, reimbursements or cash payments made to our existing shareholders and/or officers and directors other than:

· repayment of an aggregate of $107,823 in promissory notes, without interest, made by Infinity-CSVC Management, Ltd., an entity owned by Amir Gal-Or and Avishai Silvershatz, to fund organizational and offering expenses, prior to the closing date of this offering;

		· reimbursement of any expenses incident to finding a suitable business combination; and

		· payment to Infinity - CSVC Partners, Ltd. of $7,500 per month for certain general and administrative services, including but not limited to receptionist, secretarial and general office services.

Proposed OTC Bulletin Board symbols for our: Units: Ordinary shares: Warrants:		“[ ]” “[ ]” “[ ]”
Offering and private placement proceeds to be held in trust:		$35,410,000 of the proceeds from this offering and the private placement will be placed in a trust account at American Stock Transfer & Trust Company maintained by [ ], pursuant to an investment management trust agreement to be signed on the date of this prospectus. Of this amount, up to $34,330,000 may be used by us for the purpose of effecting a business combination and up to $1,080,000 will be paid to the underwriters if a business combination is consummated (less $0.24 for each share redeemed for cash in connection with our business combination), but will be forfeited by the underwriters if a business combination is not consummated. These funds will not be released until the earlier of the completion of our initial business combination or our liquidation; provided, however, there can be released to us from the interest income accrued on the trust account prior to, or upon the consummation of, a business combination or our liquidation, amounts for payment of taxes on interest earned and up to $1,250,000 to fund our expenses relating to investigating and selecting a target business, other working capital requirements and expenses incurred in connection with our liquidation if we fail to consummate a business combination. Other than as described above, the funds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business, unless and until a business combination is consummated. The $1,080,000 of the funds attributable to the underwriter’s deferred discount and commissions in connection with this offering will be released to the underwriters, inclusive of all interest earned thereon, less $0.24 per share for any public shareholders exercising their redemption rights, upon completion of a business combination on the terms described in this prospectus, or to our public shareholders upon liquidation of the trust account as part of our liquidation, but will in no event be available for use by us in a business combination. Expenses we may incur prior to consummation of a business combination may only be paid from the net proceeds of this offering and the private placement not held in the trust account, and any interest earned and released to us as provided above. In the event a business combination is consummated, all sums remaining in the trust account, less the underwriters’ deferred discount and commissions, will be released to us and there will be no restriction on our use of such funds.

Shareholders must approve business combination:		We will seek shareholder approval before we effect our initial business combination, even if the nature of the acquisition would not ordinarily require shareholder approval under Cayman Islands law. In connection with the vote required to approve the extended period, if any, and our initial business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote the ordinary shares owned or controlled by them immediately before this offering in accordance with the majority of the ordinary shares voted by the public shareholders. Any ordinary shares acquired in this offering or in the aftermarket by our officers, directors or existing shareholders and their designees will be voted in favor of the proposal to approve the extended period, if any, and the business combination. Accordingly, as discussed below, our existing shareholders will not be able to exercise redemption rights with respect to the proposal to approve the extended period, if any, or a potential business combination. We will consummate our initial business combination only if · a majority of the ordinary shares voted by the public shareholders are voted in favor of our initial business combination; and · public shareholders owning no more than one share less than 40.0% of the ordinary shares sold in this offering both vote against the initial business combination and exercise their redemption rights, on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with the proposal to approve the extended period, if any. Our threshold for redemption rights has been established at 40% in order for this offering to be competitive with other offerings by blank check companies currently in the market. However, a 20% or 30% threshold is more typical in offerings of this type. We have selected the higher threshold to reduce the risk of a small group of shareholders exercising undue influence on the shareholder approval process. We will not seek to lower this threshold nor shall we propose a business combination that is conditioned on lowering this 40% threshold. However, the 40% threshold entails certain risks as described under the heading “Risk Factors.” These risks include that we may have less equity to invest in a potential business combination, that we may consummate a business combination with which a substantial portion of our public shareholders disagree, and that we may have to seek outside financing on unfavorable terms in order to consummate a business combination due to a lack of funds in our trust account following a large number of shareholder redemptions. It is important to note that voting against the extended period or the business combination alone will not result in redemption of your ordinary shares into a pro rata portion of the trust account, which only occurs when you exercise the shareholder redemption rights described herein.

Status of Foreign Private Issuer; public shareholders may not receive all information which U.S. companies are required to provide in connection with their vote on a business combination:		As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act of 1934, as amended, which prescribe the form and content of proxy statements. Because of this exemption, at the time we seek approval from our shareholders of our initial business combination, we would not be required to file with the SEC preliminary proxy solicitation materials regarding our business combination, but rather will file such materials with the SEC after mailing. However, we have agreed with the representatives to include such information and materials in our proxy statement as would be required if we were subject to the proxy rules. Investors are cautioned that such materials will not have been reviewed by the SEC and may not have all of the material disclosures required under U.S. proxy rules. We do not intend to list the company on the Cayman Islands Stock Exchange, and accordingly we are not required to comply with any Cayman Islands listing rules or proxy disclosures.

Redemption rights for shareholders voting to reject a business combination:

Public shareholders voting against the extended period or our initial business combination, as applicable, will be entitled to redeem their ordinary shares for a pro rata share of the trust account including $0.24 per share being held in the trust account attributable to the underwriters’ deferred discount and commissions and any interest earned on the portion of the trust account, excluding up to $1,250,000 of interest income (after taxes) previously released to us to fund our working capital requirements and amounts released to us for payment of taxes on interest earned. Public shareholders that redeem their ordinary shares for their pro rata share of the trust account will continue to have the right to exercise any warrants they may hold. Shareholders will not be requested to tender their ordinary shares prior to the vote taken with respect to the extended period or our proposed initial business combination, as applicable. If the extended period is approved or our initial business combination is consummated, redeeming shareholders will be sent instructions on how to tender their ordinary shares and when they should expect to receive the redemption amount, which we currently expect to be within no more than 21 days from the date of the applicable shareholder vote on the extended period or our initial business combination.

We will not charge redeeming shareholders any fees in connection with the tender of shares for redemption. Because our existing shareholders have agreed to vote any shares acquired by them in this offering or the aftermarket in favor of a proposal to approve the extended period, if any, and our initial business combination, they are not entitled to redemption rights with respect to any such shares if the extended period is approved or the initial business combination is approved and consummated.

Any request for redemption, once made, may be withdrawn at any time up to the date of the meeting. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to shareholders entitled to redeem their shares who elect redemption will be distributed promptly after approval of the extended period or the consummation of our initial business combination, as applicable. Public shareholders who redeem their ordinary shares into their share of the trust account will still have the right to exercise any warrants they still hold.

Notwithstanding the foregoing, our amended and restated Memorandum and Articles of Association provides a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a ‘‘group’’ (as defined under Section 13 of Securities and Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than 10% of the ordinary shares sold in this offering. Such a public shareholder would still be entitled to vote against the proposal to approve the extended period, if any, or our initial business combination with respect to all shares owned by such holder or such holder’s affiliates. We believe this restriction will discourage shareholders from accumulating large blocks of shares before the vote held to approve the extended period, if any, or our proposed initial business combination and subsequent attempts by such holders to use their redemption right as a means to force us or our management to purchase their shares at a significant premium to the then current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than 10% of the shares sold in this offering could threaten to vote against the extended period or our proposed initial business combination and seek redemption, regardless of the merits of the extended period or the business combination, if such holder’s ordinary shares are not purchased by us or our management at a premium to the then current market price or on other undesirable terms. By limiting our shareholders’ ability to cause us to redeem only up to 10% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block the extended period or the business combination which is favored by our other public shareholders. However, nothing in our amended and restated Memorandum and Articles of Association or otherwise restricts the ability of any public shareholder from voting all of its shares against the proposal to approve the extended period, if any, or our proposed initial business combination.

		If a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until 24 months from the date of this prospectus, or 36 months if the extended period has been approved. If the first proposed business combination is not approved or completed for any reason, then public shareholders voting against this unsuccessful business combination who exercised their redemption rights would not be entitled to redeem their ordinary shares for a pro rata share of the aggregate amount then on deposit in the trust account and would continue to have the right to have their shares redeemed in the event of a new vote against a subsequent business combination. In such case, if we have required public shareholders to tender their certificates prior to the meeting, we will promptly return such certificates to the tendering public shareholder, and public shareholders will again have the right to exercise their redemption rights in connection with the vote held for any subsequent business combination, if any.
Liquidation if no business combination:		Our amended and restated Memorandum and Articles of Association provides we will continue in existence only until 24 months from the date of this prospectus. If we are unable to consummate a business combination within 24 months from the date of this prospectus but have entered into a definitive agreement with respect to a business combination within that timeframe, we may seek shareholder approval to extend the period of time to consummate a business combination by an additional twelve months. In order to extend the period of time to 36 months, (i) a majority of the ordinary shares voted by the public shareholders must approve the extension and (ii) public shareholders owning no more than one share less than 40.0% of the ordinary shares sold in this offering may vote against the proposed extension and exercise their redemption rights. If we have not completed an initial business combination by such date(s), it will trigger our automatic liquidation and subsequent dissolution pursuant to our amended and restated Memorandum and Articles of Association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Law. The liquidator would give at least 21 days’ notice to creditors of its intention to make a distribution by notifying known creditors, if any, and by placing a public advertisement in the Cayman Islands Official Gazette and taking any further steps he considers appropriate. Following such notice, we anticipate the proceeds of the trust account would not be liquidated until at least the expiration of the 21 day period. Additionally, in any liquidation proceedings of the company under Cayman Islands’ law, the funds held in our trust account may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the liquidation amounts payable to them. Furthermore, a liquidator of the company might seek to hold a shareholder liable to contribute to our estate to the extent of distributions received by them pursuant to the dissolution of the trust account beyond the date of dissolution of the trust account.

If we are unable to consummate an initial business combination within the necessary time periods, our purpose and powers will be limited to winding up and ultimately dissolving. We anticipate the liquidator will instruct the trustee to distribute the amount in our trust account to our public shareholders (including any accrued interest) plus any remaining net assets (subject to provision for creditor claims, taxes and liquidation costs) shortly following expiration of the 21 day period. Concurrently, we expect that our liabilities and obligations will be paid from funds not held in trust, although we cannot assure you there will be sufficient funds for such purpose. If there are insufficient funds for such purpose, our sponsors have agreed they will be liable, on a pro rata basis, to ensure the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only to the extent we have not obtained a valid and enforceable waiver from such parties.

We will use our commercially reasonable efforts to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. In order to protect the amounts held in the trust account, our sponsors have agreed to indemnify us, on a pro rata basis, for claims of creditors, vendors, service providers and target businesses that have not executed a waiver of their right to seek payment of amounts due to them out of the trust account. Based on representations made to us by our sponsors, we currently believe they are of substantial means and capable of funding a shortfall in our trust account to satisfy their foreseeable indemnification obligations. However, the indemnification may be limited as they are not required to reserve for such an eventuality, and we do not intend to monitor their financial condition to ensure their continued ability to satisfy these obligations. Thus, we cannot assure you the Infinity I-China Funds will be able to satisfy those obligations, if required to do so.

Our existing shareholders have agreed to waive their respective rights to participate in any liquidation with respect to those ordinary shares acquired by them prior to this offering. They will participate in any liquidation distribution with respect to any ordinary shares acquired as part of this offering or in the aftermarket. In addition, the underwriters have agreed to waive their right to the $1,080,000 ($1,242,000 if the underwriters’ over-allotment option is exercised in full) of deferred compensation deposited in the trust account if a business combination is not consummated.

Accordingly, in the event we liquidate the trust account, our public shareholders will receive $7.87 per share (plus a portion of the interest on the trust account, but net of: (i) taxes payable on the interest income earned and (ii) up to $1,250,000 of interest income released to us to fund our working capital requirements) subject to reduction by claims of creditors as described above. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. Additionally, if we are forced to declare insolvency or a petition to wind up the company is filed against us which is not dismissed, the proceeds held in the trust account will be subject to applicable Cayman Islands insolvency law and may be included in our insolvent estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $7.87 per ordinary share.

Further, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us. If we are forced to declare insolvency or a petition to wind up the company is filed against us which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as either a preferential payment or a fraudulent transfer. As a result, a Cayman Islands court could seek to recover all amounts received by our public shareholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public shareholders as described above, this may be viewed or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to our distributions from our assets. Our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims for having paid paying public shareholders from the trust account prior to addressing claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Escrow of existing shareholders’ securities:		On the date of this prospectus, all of our existing shareholders, including all of our officers and directors, will place the ordinary shares they owned before this offering into an escrow account maintained by American Stock Transfer & Trust Company acting as escrow agent. Other than transfers to family members, to trusts for estate planning purposes or upon death (upon any of which such transfer they shall remain subject to the escrow agreement), these shares will not be transferable and will not be released from escrow until the earlier of (a) three years after the effective date of this prospectus or (b) one year following consummation of a business combination, unless we were to consummate a transaction after the consummation of the initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. If we are forced to liquidate and dissolve, these shares will be cancelled. On the date of this prospectus, the insider warrants will be placed into the escrow account maintained by American Stock Transfer & Trust Company, acting as escrow agent. Other than transfers to family members, to trusts for estate planning purposes or upon death (upon any of which such transfer they shall remain subject to the escrow agreement), the insider warrants will not be transferable and will not be released from escrow until completion of our business combination.
Underwriters’ purchase option:		We have also agreed to sell to the representatives of the underwriters for $100, as additional compensation, an option to purchase up to a total of 450,000 units at $10.00 per unit, with the warrants issued as part of such units exercisable at $6.60 per share. The units issuable upon exercise of this option are identical to the other units offered by this prospectus, except that the warrants included in such option units have an exercise price of $6.60. This option is exercisable, in whole or in part, commencing on the later of the consummation of a business combination and one year from the effective date of the registration statement and expiring five years from the effective date of the registration statement. The exercise price and the number of units issuable upon exercise of the option may be adjusted in certain circumstances. The purpose of this option is to compensate the underwriters for the portion of their deferred discount and commissions that will be placed into the trust account and therefore is at risk of loss.
Determination of offering amount:		In consultation with our underwriters, we determined the size of this offering based on our beliefs concerning the capital that could be successfully raised given market conditions, our company’s business, our management team and other factors. With an equity base equivalent to the net proceeds of this offering and the private placement, we believe we will have the ability to consider a broad range of potential target businesses possessing the scale of operations and developed infrastructure that will allow us to execute a business plan which will leverage our skills and resources. The determination of the offering price of our units and the valuation accorded to our company is more arbitrary than the pricing of securities for, or valuation of, operating companies in general.

Risks

In making your decision on whether to invest in our securities, you should take into account the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 16 of this prospectus. Some of our other risks include the following:

We are a recently incorporated development stage company with no operating results to date. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to effect a business combination. Further, investors in this offering have no basis to evaluate the merits or risks of a business combination as we have not yet selected any target acquisition with which to complete a business combination.

We have no available cash and working capital and our sponsors have only committed to advance us funds necessary to complete this offering. Our ability to continue as a going concern is thus dependent on funds raised in this offering.

Our officers, directors and their affiliates currently are, and may in the future become affiliated with additional entities that are, engaged in business activities similar to those intended to be conducted by us. Accordingly, the discretion of our officers and directors in identifying and selecting a suitable target acquisition may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

If we are unable to find a suitable target acquisition that would result in a business combination, the funds being held in the trust account may not be returned to you until 24 months, or 36 months in the event the extended period is approved, from the date of this prospectus.

If we are forced to liquidate before a business combination and distribute the trust account in liquidation, our public shareholders may receive significantly less than $7.87 per share and our warrants will expire worthless.

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 shareholders will be less than the approximately $7.87 per share held in trust.

Our ability to effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our officers, directors and others, who may not continue with us following a business combination.

If you are not an institutional investor, you may purchase securities in this offering only if you reside within the states in which we have applied to have the securities registered or otherwise qualified. To date, we have registered or otherwise qualified the securities for sale in: Colorado, Delaware, the District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Louisiana, New York, Rhode Island and Wyoming.

Initially, we may only be able to complete one business combination, which may cause us to be solely dependent on a single asset or operation. By consummating a business combination with only a single asset or operation, our lack of diversification may subject us to numerous economic and competitive developments.

We currently do not have an audit committee but intend to establish one following consummation of a business combination. In the event we do not establish an audit committee prior to consummation of a business combination, there will not be a separate committee comprised of some members of our board of directors to evaluate such business combination, which instead will be considered by our entire board of directors.

We are not required to use all or any of the amount in the trust account for our initial business combination as long as we consummate an initial business combination with one or more target acquisitions with a fair market value equal to at least 80% of our net assets held in the trust account (net of taxes and amounts disbursed for working capital purposes and excluding the amount held in the trust account representing the underwriters’ deferred compensation). Accordingly, it may be the case that our initial business combination is with a company in which we are able to purchase a controlling interest (but less than 100%), with a fair market value in excess of 80% of our net assets held in the trust account (net of taxes and amounts disbursed for working capital purposes and excluding the amount held in the trust account representing the underwriters' deferred compensation and the interest earned thereon). In such event, we may use any remaining proceeds held in the trust account for working capital to finance the operations of the target acquisition, make other acquisitions and pursue our growth strategy.

SUMMARY FINANCIAL DATA

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

	November 30, 2007
	Actual			As Adjusted (1)

Balance Sheet Data:
Working capital	$	(291,950	)	$	35,025,050
Total assets		330,000			35,025,050
Total liabilities		316,950			0
Value of ordinary shares which may be redeemed for an interest in the trust account		0			14,163,992
Shareholders’ equity		13,050			20,861,058

——————

(1)

The total liabilities (as adjusted) include the $1,080,000 being held in the trust account that will either be paid to the underwriters upon consummation of our initial business combination or to our public shareholders in the event we liquidate and dissolve. The “as adjusted” information gives effect to the sale of the units in this offering and the warrants in the private placement, including the application of the related gross proceeds and the payment of the estimated remaining costs from such transactions. However, for purposes of this presentation, total liabilities (as adjusted) assumes we have redeemed the maximum of 1,799,999 shares for cash with respect to the shareholders who voted against the extended period or our initial business combination, as applicable, and exercised their redemption rights, thus reducing the underwriter’s fee by $0.24 per share, or approximately $432,000.

The “as adjusted” working capital and total assets amounts include the $34,300,000 from the proceeds of the offering, $250,000 held outside of the trust account and the $1,500,000 purchase price of the insider warrants to be held in the trust account, which will be available to us only upon the consummation of a business combination within the time period described in this prospectus. The adjusted working capital and total assets amounts includes the $1,080,000 being held in the trust account ($1,242,000 if the underwriters' over-allotment option is exercised in full) representing the underwriters' deferred discount.

The total assets amount, as adjusted, includes the $35,410,000 ($7.87 per share) to be held in the trust account, $34,330,000 of which will be available to us to consummate a business combination within the time period described in this prospectus, with the balance of $1,080,000 ($0.24 per share) to be used to pay the underwriters’ deferred discount and commissions, less amounts payable to redeeming shareholders, upon consummation of a business combination. If a business combination is not so consummated, we will be dissolved and the proceeds held in the trust account (including $1,080,000 of deferred compensation to be held for the benefit of the underwriters) will be distributed solely to our public shareholders (subject to our obligation to provide for claims of creditors).

We will not proceed with a business combination if public shareholders owning 40% or more of the ordinary shares sold in this offering vote against the business combination and exercise their redemption rights on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with the shareholder vote to approve the extended period. Accordingly, we may effect a business combination only if shareholders owning no more than one share less than 40% of the ordinary shares sold in this offering exercise their redemption rights on a cumulative basis. If this occurred, we would be required to redeem for cash up to one share less than 40% of the ordinary shares sold in this offering, or 1,799,999 ordinary shares, at a per-share redemption price of $7.87 (plus a portion of the interest earned on the trust account, but net of (i) taxes payable on interest earned and (ii) up to $1,250,000 of interest income released to us to fund our working capital), which includes $0.24 per share of the underwriters’ deferred discount and commissions which the underwriters have agreed to forfeit to pay redeeming shareholders. The actual per-share redemption price will be equal to:

the initial amount in the trust account ($7.87 per share) which includes the amount attributable to the underwriters’ deferred discounts and commissions and including all accrued interest (after taxes payable and up to $1,250,000 of interest income released to us to fund our working capital), as of two business days prior to the approval of the extended period or the proposed consummation of the business combination, divided by

the number of ordinary shares sold in the offering.

RISK FACTORS

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

Risks Associated With Our Business

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

We are a recently formed development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have 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, engage in a share capital exchange with, purchase all or substantially all of the assets of, or engage in any other similar business combination with, a single operating entity, or one or more related or unrelated operating entities. We do not have any specific share capital exchange, asset acquisition or other business combination under consideration and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. We cannot assure you as to when or if a business combination will occur. We have no present revenue and will not generate any revenues until, at the earliest, after the completion of a business combination. The report of our independent registered public accountants on our financial statements includes an explanatory paragraph stating that our ability to continue as a going concern is dependent on the consummation of this offering. The financial statements do not include any adjustments that might result from our inability to consummate this offering or our ability to continue as a going concern.

If we are unable to gain approval of the extended period or complete a business combination and are forced to liquidate, our public shareholders will receive less than $8.00 per share upon distribution of the trust account and our warrants will expire worthless.

If we are unable to complete a business combination within 24 months from the date of this prospectus (or 36 months in the event the extended period is approved) and are forced to liquidate our assets, the per share liquidation proceeds will be less than $8.00 because of the expenses incurred in connection with this offering, our general and administrative expenses and the anticipated costs of seeking approval of the extended period, if any, or the business combination. The per share liquidation value will be $7.87 per share, plus interest earned thereon (but net of taxes payable and up to $1,250,000 of interest income released to us to fund our working capital), which includes the net proceeds of this offering and the private placement of the insider warrants and $1,080,000 ($0.24 per share) of the underwriters’ deferred discount and commissions. While we will pay, or reserve for payment, from funds not held in trust, our liabilities and obligations, and our sponsors have agreed to indemnify us, on a pro rata basis, under certain circumstances for such liabilities and obligations, we cannot assure you, where it is subsequently determined that the reserve for liabilities is insufficient, that shareholders will not be liable for such amounts to creditors. Furthermore, there will be no distribution with respect to our outstanding warrants and, accordingly, the warrants will expire worthless if we liquidate before the completion of a business combination. For a more complete discussion of the effects on our shareholders if we are unable to complete a business combination, see the section below entitled “Effecting a business combination—Liquidation if no business combination.”

If we are unable to consummate a business combination, public shareholders will be forced to wait the full 24 months or, the full 36 months in the case of public shareholders approving the extended period, before receiving liquidation distributions.

Pursuant to our amended and restated Memorandum and Articles of Association, we have 24 months, or 36 months in the event our shareholders approve the extended period, in which to complete a business combination. We have no obligation to return funds to investors prior to such date unless (1) they vote against the extended period and seek redemption of their ordinary shares in connection therewith or (2) we consummate a business combination within the applicable time period and only then in cases where investors have sought redemption of their shares. Only after the expiration of this full time period will public shareholders be entitled to liquidation distributions if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

You will not be entitled to protections normally afforded to investors of blank check companies, including the ability to receive all interest earned on the amount held in trust.

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business which has not been identified, we may be deemed to be a “blank check” company under the U.S. securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the consummation of this offering and will file a Current Report on Form 6-K with the Securities and Exchange Commission, or the SEC, upon consummation of this offering, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules, such as entitlement to all the interest earned on the funds deposited into the trust account. Because we are not subject to Rule 419, a portion of the interest earned on the funds deposited in the trust account will be released to us to fund our working capital and will not be available at all to those public shareholders redeeming in connection with a business combination. For a more detailed comparison of our offering to offerings under Rule 419, see the section entitled “Comparison to Offerings of Blank Check Companies” below.

Being a foreign private issuer exempts us from certain Securities and Exchange Commission requirements that provide shareholders the protection of information that must be made available to shareholders of U.S. public companies, including with respect to our business combination.

We are a “foreign private issuer” within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended. As such, we are exempt from certain provisions applicable to U.S. public companies including:

The rules requiring the filing with the SEC of quarterly reports on Form 10-Q or Current Reports on Form 8-K;

The sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

Provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

The sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short swing" trading transactions (i.e., a purchase and sale, or a sale and purchase, of the issuer's equity securities within less than six months).

Because of these exemptions, our shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the U.S. In particular, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements. Because of this exemption, at the time we seek approval from our shareholders of the proposal to approve the extended period, if any, or our initial business combination, we will not be required to file with the SEC preliminary proxy solicitation materials regarding the extended period or our business combination, but will rather prepare and mail proxy solicitation materials in accordance with Cayman Islands law and, as required, file such materials with the SEC after mailing. However, we have agreed with the representatives to include such information and materials in our proxy statement as would be required if we were subject to the SEC proxy rules. Investors are cautioned that such materials will not have been reviewed by the SEC and may not have all of the material disclosures required under U.S. proxy rules. We do not intend to list the company on the Cayman Islands Stock Exchange, and accordingly we are not required to comply with any Cayman Islands listing rules or proxy disclosures.

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

Based upon publicly available information, we have identified approximately 151 similarly structured blank check companies which have completed initial public offerings since 2003. Of the blank check companies which have completed their public offerings, 45 companies have consummated a business combination, while 24 other companies have announced they have entered into definitive agreements or letters of intent with respect to a potential business combination, but have not yet consummated such business combinations and 8 other companies have liquidated or will be liquidating. Accordingly, there are approximately 74 blank check companies with approximately $13.4 billion in trust seeking to consummate a business combination. While many of these companies are targeted towards specific industries in which they must complete a business combination, certain of these companies may consummate a business combination in any industry they choose. As a result, there may be significant demand for the types of privately-held companies we target, which demand may limit the number of potential acquisition targets for us.

Further, the fact only 45 of such companies have consummated a business combination and 24 additional companies have entered into a definitive agreement or letter of intent for a business combination, it may indicate there are fewer attractive target businesses available to such entities or that many privately-held target businesses are not inclined to enter into these types of transactions with publicly-held blank check companies like ours. We cannot assure you we will be able to successfully compete for an attractive business combination. Additionally, because of this competition, we cannot assure you we will be able to effectuate a business combination within the prescribed time period. If we are unable to consummate a business combination within the prescribed time period, we will be forced to liquidate.

Since our sponsors will lose their entire investment in us if a business combination is not consummated and may be required to pay costs associated with our liquidation, our sponsors may purchase ordinary shares from shareholders who would otherwise choose to vote against the extended period or a proposed business combination.

Our sponsors own ordinary shares (which were purchased for an aggregate of $25,000) that will be worthless if we do not consummate a business combination. In addition, our sponsors purchased warrants exercisable for ordinary shares (for an aggregate of $1,500,000), which will also be worthless if we do not consummate a business combination. We believe the current equity value for the ordinary shares owned by our sponsors is significantly lower than the $9,000,000 total value calculated at the $8.00 per unit offering price because (i) the units being sold in this offering include a warrant which the sponsors did not receive, (ii) the offering may not succeed and even if it does succeed, the holders of these shares will not be able to sell or transfer them while such shares remain in escrow, except in certain limited circumstances (such as transfers to relatives and trusts for estate planning purposes) and (iii) these shares are not entitled to any proceeds in case we liquidate if we do not consummate a business combination. In addition, in the event we are forced to liquidate and the amounts held outside the trust account or that may be released to use for working capital are insufficient to cover such costs, our sponsors have agreed to advance us such amount of funds necessary to complete such liquidation (currently anticipated to be between $25,000 and $40,000) and have agreed not to seek repayment for such expenses.

Given the interest our sponsors have in a business combination being consummated, it is possible our sponsors will acquire securities from public shareholders (in the open market and/or in privately negotiated transactions) who have elected to redeem their ordinary shares in order to change their vote and ensure the extended period or the business combination, as applicable, will be approved (which could result in a business combination being approved even if, after the announcement of the business combination, 40.0% or more of our public shareholders, on a cumulative basis, would have voted against the extended period and the business combination and elected to exercise their redemption rights, or more than 50.0% of our public shareholders would have voted against the business combination, but for the purchases made by our sponsors). Any privately negotiated transaction with a shareholder would include a contractual acknowledgement that such shareholder, although still the record holder of our ordinary shares, is no longer the beneficial owner thereof and therefore agrees to vote such ordinary shares as directed by our sponsors. In the event our sponsors purchase shares in privately negotiated transactions from public shareholders who have already cast votes against the extended period or our proposed initial business acquisition , as applicable, and requested redemption of their shares, such selling shareholders would be required to revoke their prior votes against the extended period or the proposed business combination, as applicable, and to revoke their prior elections to redeem their shares and to cast new votes in favor of the extended period or the proposed business combination. The revocation of prior negative votes and substitution therefor of votes in favor of the extended period or the proposed business combination, as applicable, would have the effect of reducing redemptions and increasing votes in favor of the extended period or the proposed business combination, thereby making it more likely that the extended period or a proposed business combination would be approved.

The terms on which we may effect a business combination can be expected to become less favorable as we approach our 24 month deadline or our 36 month deadline, in the event the extended period is approved.

Pursuant to our amended and restated Memorandum and Articles of Association, if we do not effect a business combination within 24 months after the date of this prospectus, this will trigger our automatic liquidation and dissolution unless we receive shareholder approval to extend our existence to 36 months from the date of this prospectus.

Any entity with which we negotiate, or attempt to negotiate, a business combination, will be aware of this time limitation and can be expected to negotiate accordingly. In such event, we may not be able to reach an agreement with any proposed target prior to such period and any agreement that is reached may be on terms less favorable to us than if we did not have the time period restrictions set forth above. Additionally, as the 24 or 36 month time period draws closer, we may not have the desired amount of negotiating leverage in the event any new information comes to light after entering into definitive agreements with any proposed target but prior to consummation of a business transaction.

None of our officers or directors, or any of their affiliates, has ever been associated with a blank check company and such lack of experience could adversely affect our ability to consummate a business combination.

None of our officers or directors, or any of their affiliates, has ever been associated with a blank check company. Accordingly, you may not have sufficient information with which to evaluate the ability of our management team to identify and complete a business combination using the proceeds of this offering. Our management’s lack of experience in operating a blank check company could adversely affect our ability to consummate a business combination and could result in our having to liquidate our trust account. If we liquidate, our public shareholders could receive less than the amount they paid for our securities, causing them to incur significant financial losses.

Unlike some other blank check offerings, we allow up to one share less than 40% of the ordinary shares underlying the units sold in this offering to exercise their redemption rights in connection with our proposed initial business combination on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with a proposal to approve the extended period, if any. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your redemption rights.

When we seek shareholder approval of a business combination, we will offer each public shareholder (but not our existing shareholders with respect to any shares they owned prior to the consummation of this offering) the right to have his, her or its ordinary shares redeemed for cash if the shareholder votes against the business combination and the business combination is approved and consummated. We will consummate the initial business combination only if the following two conditions are met: (i) a majority of the ordinary shares voted by the public shareholders are voted in favor of the business combination and (ii) public shareholders holding no more than one share less than 40% of the ordinary shares sold in this offering both vote against the initial business combination and exercise their redemption rights on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with the shareholder vote to approve the extended period. Some other blank check companies have a redemption threshold of 20% or 30%, which makes it more difficult for such companies to consummate their initial business combination. Thus, because we permit a larger number of shareholders to exercise their redemption rights, it will be easier for us to consummate an initial business combination with a target business which you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your redemption rights. Assuming an interest rate of 3% on the funds in the trust account, if we consummate a business combination within approximately 19 months after the offering, upon exercise of a shareholder’s redemption right, a shareholder will not receive a full return of his investment. Therefore, assuming the same interest rate of 3%, we would have to consummate a business combination after 20 months following this offering in order for a shareholder exercising his, her or its redemption rights to potentially receive equal to or more than his, her or its full invested amount. There can be no assurance any redeeming shareholder will receive equal to or more than his, her or its full invested amount.

Unlike some other blank check offerings, we allow up to one share less than 40% of the ordinary shares included in the units sold in this offering to exercise their redemption rights in connection with our proposed initial business combination on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with a proposal to approve the extended period, if any. The ability of a larger number of our shareholders to exercise their redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

When we seek shareholder approval of a business combination, we will offer each public shareholder (but not our existing shareholders with respect to any shares they owned prior to the consummation of this offering) the right to have his, her or its ordinary shares redeemed for cash if the shareholder votes against the business combination and the business combination is approved and consummated. Such holder must both vote against such business combination and then exercise his, her or its redemption rights to receive a pro rata share of the trust account. Unlike some other blank check offerings which have a 20% or 30% threshold, we allow up to one share less than 40% of the ordinary shares included in the units sold in this offering to exercise their redemption rights on a cumulative basis. 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 shareholders may exercise such redemption rights, we may either need to reserve part of the trust account for possible payment upon such redemption, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of shareholders exercise their redemption rights than we expect. In the event the acquisition involves the issuance of our ordinary shares as consideration, we may be required to issue a higher percentage of our shares 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.

We may in the future enter into joint venture arrangements, which are risky since our joint venture investments could be adversely affected by our lack of sole decision making authority, our reliance on a co-venturers’ financial condition and disputes between us and our co-venturers.

We may in the future co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a target business, partnership, joint venture or other entity. In such circumstances, we may not be in a position to exercise sole decision making authority regarding a target business, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become insolvent or fail to fund their share of required capital contributions. In addition, we will face additional risks, including the additional costs and time required to investigate and otherwise conduct due diligence on potential joint venture partners and to negotiate joint venture agreements. Moreover, the subsequent management and control of a joint venture will entail risks associated with multiple owners and decision makers. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers 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 or co-venturers might result in subjecting assets owned by the partnership or joint venture to additional risk. We may also, in certain circumstances, be liable for the actions of our third party partners or co-venturers. For example, in the future we may agree to guarantee indebtedness incurred by a partnership, joint venture or other entity. Such a guarantee may be on a joint and several basis with our partner or co-venturer in which case we may be liable in the event such party defaults on its guaranty obligation.

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

A shareholder requesting redemption of his, her or its ordinary shares into cash may do so at any time prior to the vote taken with respect to the extended period or a proposed business combination, as applicable. A shareholder would have from the time we send out our proxy statement through the vote on the extended period or the initial business combination, as applicable, to tender (either electronically or through the delivery of physical share certificates) his ordinary shares if he, she or it wishes to seek to exercise his, her or its redemption rights, a period which is expected to be not less than 10 nor more than 60 days. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the ordinary shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. There may be additional mailing and other nominal charges depending on the particular process used to tender ordinary shares. Although we believe the time period, costs and other potential burdens associated with the tendering process are not onerous for an average investor, this process may result in additional burdens for shareholders, including mis-delivery or any other defect in the tendering process.

Additionally, if a vote on our initial business combination is held and the business combination is not approved, we may continue to try to consummate a business combination with a different target until 24 months from the date of this prospectus (or 36 months if the extended period is approved). If the initial business combination is not approved or completed for any reason, public shareholders voting against our initial business combination who exercised their redemption rights would not be entitled to redeem their ordinary shares into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, if we have required public shareholders to tender their certificates prior to the meeting, we will promptly return such certificates to the tendering public shareholder. In such case, they would then have to comply with the tendering process again for any vote against a subsequent business combination.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by shareholders from the trust account will be less than $7.87 per share.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will use our commercially reasonable efforts to have all vendors, prospective target businesses or other entities with which we execute agreements 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 shareholders, there is no guarantee they will execute such waivers, or even if they execute such waivers that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility and 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 shareholders if such third party refused to waive such claims. We may elect to forego obtaining waivers only if we receive the approval of our Co-Chief Executive Officers and the approving vote or written consent of at least a majority of our board of directors. 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. In addition, there is no guarantee such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and not seek recourse against the trust account for any reason.

Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public shareholders and the per-share liquidation price could be less than the $7.87 per share held in the trust account, plus interest (net of any taxes due on such interest, which taxes, if any, shall be paid from the trust account and net of any amounts released to us as working capital), due to claims of such creditors. If we are unable to complete a business combination and are forced to liquidate and dissolve, our sponsors will be liable to ensure the proceeds in the trust account are not reduced by the claims of various vendors, prospective target businesses or other entities owed money by us for services rendered or products sold to us, to the extent necessary to ensure such claims do not reduce the amount in the trust account. In order to protect the amounts held in the trust account, our sponsors have agreed to indemnify us, on a pro rata basis, for claims of any vendors, service providers, prospective target businesses or creditors that have not executed a waiver of amounts due to them out of the trust account. The indemnification provided by our sponsors may be limited as they are not required to reserve for such an eventuality, and we do not intend to monitor their financial condition to ensure their continued ability to satisfy these obligations. Thus, we cannot assure you the Infinity I-China Funds will be able to satisfy those obligations, if required to do so.

Additionally, if we are forced to declare insolvency or a petition to wind up is filed against us which is not dismissed, the proceeds held in the trust account will be subject to applicable Cayman Islands insolvency laws and may be included in our insolvent estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent such claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $7.87 per share.

Although our sponsors have agreed to indemnify us in certain situations, we cannot assure you they will be able to satisfy those obligations or that the proceeds in the trust account will not be reduced by claims of third parties.

Our sponsors have, in their insider letter agreements with the company, agreed to indemnify us, on a pro rata basis, for claims of third parties that have not executed a waiver of their right to seek payment of amounts due to them out of the trust account. Additionally, our sponsors have agreed to indemnify and hold us harmless, on a pro rata basis, against any and all loss, liability, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses) reasonably incurred in connection with our liquidation, and in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever, to which we may become subject as a result of our liquidation, but only to the extent funds available outside of the trust account are insufficient to consummate our liquidation.

The indemnification obligations may be substantially higher than our sponsors currently foresee or expect and/or their financial resources may deteriorate in the future which could also act as a limitation on this indemnification. Hence, we cannot assure you our sponsors will be able to satisfy those obligations or that the proceeds in the trust account will not be reduced by such claims. Furthermore, creditors may seek to interfere with the distribution of the trust account pursuant to federal or state creditor and bankruptcy laws, which could delay the actual distribution of such funds or reduce the amount ultimately available for distribution to our public shareholders.

Our disinterested independent directors may decide not to enforce the indemnification obligations of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

Our sponsors have agreed to indemnify and hold us harmless, on a pro rata basis, against liabilities, claims, damages and expenses to which we may become subject as a result of any claim by any third parties for services rendered or products sold to us to the extent necessary to ensure that such claims do not reduce the amount in the trust account. In the event the proceeds in the trust account are reduced and our sponsors assert they are unable to satisfy their obligations or that they have no indemnification obligations related to a particular claim, our independent directors, if any, would determine whether we would take legal action against our sponsors to enforce their indemnification obligations. While we currently expect that any independent directors would take action on our behalf against our sponsors to enforce their indemnification obligations, it is possible our independent directors in exercising their business judgment may choose not to do so in a particular instance. If such independent directors choose not to enforce the indemnification obligations of our sponsors, the amount of funds in the trust account available for distribution to our public shareholders may be reduced and the per share liquidation distribution could be less than $7.87 per share.

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

None of our directors or officers has been a principal of, or affiliated with, a “blank check” company that executed a business plan similar to our business plan and none of such individuals is currently affiliated with any such entity. However, our officers and directors may in the future become affiliated with entities, including other “blank check” companies, engaged in business activities similar to those intended to be conducted by us. While our officers, directors and existing shareholders have agreed to present business opportunities first to the company, subject to any pre-existing duty they may have, they may become aware of business opportunities which may be appropriate for presentation to us, as well as the other entities to which they owe fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Each of our officers and directors has pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe a pre-existing fiduciary obligation, our officers and directors will honor those fiduciary obligations, subject to the “right of first refusal” described elsewhere in this prospectus. Accordingly, they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe a pre-existing fiduciary obligation (and any successors to such entities) have declined to accept such opportunities. As set forth in this prospectus, our officers and directors have a pre-existing fiduciary duty to other companies and may not present opportunities to us that otherwise may be attractive to us unless those entities have declined to accept such opportunities.

For a more complete discussion of our management's affiliations and the potential conflicts of interest that you should be aware of, see the sections below entitled “Management — Directors and Executive Officers” and “Management — Conflicts of Interest.” We cannot assure you these conflicts will be resolved in our favor.

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

Our amended and restated Memorandum and Articles of Association provides we will continue in existence only until 24 months from the date of this prospectus if we have not consummated an initial business combination, subject to one extension. If we are unable to consummate a business combination within 24 months from the date of this prospectus but have entered into a definitive agreement with respect to a business combination within that timeframe, we may seek shareholder approval to extend the period of time to consummate a business combination by an additional twelve months. If we fail to consummate a business combination within 24 months (or 36 months in the event our shareholders approve an extension), we will liquidate and distribute the proceeds held in the trust account described below to our public shareholders. As a result, this has the same effect as if we had formally been through a voluntary liquidation procedure under the Companies Law. In such a situation under the Companies Law, a liquidator would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in the Cayman Islands Official Gazette, although in practice this notice requirement need not necessarily delay the distribution of assets if the liquidator is satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. As soon as the affairs of the company are fully wound-up, the liquidator must lay his final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the Cayman Islands Registrar of Companies, or Registrar, confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved. We anticipate the liquidator would instruct the trustee to liquidate the trust account shortly following the 21 day notice period referenced above.

Additionally, in any liquidation proceedings of the company under Cayman Islands’ law, the funds held in our trust account may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the liquidation amounts payable to them. Furthermore, a liquidator of the company might seek to hold a shareholder liable to contribute to our estate to the extent of distributions received by them pursuant to the dissolution of the trust account beyond the date of liquidation of the trust account. Additionally, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims for having paid public shareholders 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.

If we are unable to consummate a transaction within the necessary time periods, our purpose and powers will be limited to winding up and ultimately dissolving. Upon notice from the liquidator, the trustee of the trust account will distribute the amount in our trust account to our public shareholders pursuant to our automatic liquidation. Concurrently, we expect that our liabilities and obligations will be paid from funds not held in trust, although we cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account or that may be released to us for such purpose, our sponsors have agreed they will be liable to ensure the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only to the extent we have not obtained a valid and enforceable waiver from parties.

We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.

Subject to there being a current prospectus under the Securities Act of 1933,as amended, with respect to the ordinary shares issuable upon exercise of the warrants, we may redeem the warrants issued as a part of our units at any time while the warrants are 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, if and only if, the last sales price of our ordinary shares equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price thereafter at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants, or (iii) to 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. The foregoing does not apply to the warrants included as part of the 1,500,000 insider warrants purchased prior to this offering, as such warrants are not subject to redemption while held by the initial holder or any permitted transferee of such initial holder.

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

We have undertaken in the warrant agreement, and therefore have a contractual obligation, to use our best efforts to maintain a current registration statement covering the ordinary shares underlying the warrants following completion of this offering, and although we intend to comply with such undertaking, we cannot assure you we will be able to do so. If we are not able to do so, holders will be unable to exercise their warrants and we will not be required to net-cash settle any such warrant exercise and therefore the warrants could expire worthless.

Holders may not be able to exercise our warrants if we fail to make the required filings or submit the required fees to the SEC, a national securities exchange, and/ or certain states, and the warrant holders will either have to sell their warrants in the open market or allow them to expire worthless.

Holders of our warrants may not be able to exercise the warrants if (i) a current registration statement under the Securities Act of 1933, as amended, relating to the ordinary shares underlying the warrants is not then effective and (ii) shares issuable upon exercise of the warrants are not qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside.

At the time the warrants become exercisable (following our completion of an initial business combination), we expect to be listed on a national securities exchange, which would provide an exemption from registration in every state, but we cannot assure you this will be the case. Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the ordinary shares issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. Further, the value of the warrants may be greatly reduced if a registration statement covering the ordinary shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. For example, some states may not permit us to register the ordinary shares issuable on exercise of our warrants for sale. We are not obligated to pay cash or other consideration to the holders of the warrants in such situations. Holders of warrants who reside in jurisdictions in which the ordinary shares underlying 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 worthless. In the event the warrants expire worthless or we choose to redeem the warrants at a time when the holders of such warrants are unable to exercise them, the purchasers of units will have effectively paid the full purchase price of the units solely for the ordinary shares underlying such units. 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.

Because the warrants sold in the private placement were originally issued pursuant to an exemption from the registration requirements under the U.S. federal securities laws, holders of such warrants will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the ordinary shares issuable upon exercise of such warrants is not current.

We may issue ordinary shares or other equity securities or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

Our amended and restated Memorandum and Articles of Association authorizes the issuance of up to 20,000,000 ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after this offering, there will be 14,375,000 authorized but unissued ordinary shares available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants and underwriter’s unit purchase option) and all of the 1,000,000 preferred shares available for issuance. Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional ordinary shares or preferred shares, or a combination of ordinary shares and preferred shares, to complete a business combination. The issuance of additional ordinary shares or any number of preferred shares:

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

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

may adversely affect prevailing market prices for our ordinary shares; and

may subordinate the rights of holders of our ordinary shares if preferred shares are issued with rights senior to those afforded to the ordinary shares.

If we finance the purchase of assets or operations through the issuance of debt securities, it could result in:

default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due, if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;

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

covenants that limit our ability to acquire capital assets or make additional acquisitions;

our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding;

our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, working capital, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry or country in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

limitations on our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes; and other disadvantages compared to our competitors who have less debt.

We are not currently able to assess the likelihood we will need to finance a business combination through the issuance of debt securities. However, since we will proceed with the business combination if public shareholders holding up to one share less than 40% of the ordinary shares included in the units sold in this offering exercise their redemption rights on a cumulative basis, unlike the 20% or 30% threshold adopted by many companies similar to ours, we may have less cash available to complete a business combination. Because we will not know how many shareholders may exercise such redemption rights, we will need to structure a business combination meeting the 80% of our net assets test that requires less cash, or we may need to arrange third party financing to help fund the transaction in case a larger percentage of shareholders exercise their redemption rights than we expect. For a more complete discussion of the possible structure of a business combination, see the section below entitled “Effecting a business combination—Selection of a target business and structuring of a business combination.”

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

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

We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination.

We have reserved approximately $250,000 from the proceeds of this offering and the private placement held outside the trust account and up to $1,250,000 of interest, after taxes, we may earn on funds in the trust account to cover our operating expenses for the next 24 months, to cover the expenses incurred in connection with a business combination and to cover expenses in connection with our dissolution if we do not complete a business combination in the allowed time. This amount is based on management’s estimates of the costs needed to fund our operations for the next 24 months, to consummate a business combination or dissolve. Those estimates may prove inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination, or if we expend a significant portion of the available proceeds in pursuit of a business combination that is not consummated. In addition, the amounts available from interest earned on the proceeds held in the trust account will be dependent on the length of time since our initial public offering and prevailing interest rates. If we do not have sufficient proceeds available to fund our expenses, we may be forced to obtain additional financing, either from our management or the existing shareholders or from third parties. We may not be able to obtain additional financing and our existing shareholders and management are not obligated to provide any additional financing. If we do not have sufficient proceeds and cannot find additional financing, we may be forced to liquidate and dissolve prior to consummating a business combination.

Our ability to effect a business combination and to execute any potential business plan afterwards will be dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate.

Our ability to effect a business combination will be dependent upon the efforts of our key personnel. The future role of our key personnel following a business combination cannot presently be fully ascertained. Although members of our management and other key personnel may remain associated with us following a business combination, we may employ other personnel following the business combination. While we intend to closely scrutinize any additional individuals we engage after a business combination, we cannot assure you our assessment of these individuals will prove to be correct. Moreover, our current management will only be able to remain with the combined company after the consummation of a business combination if they are able to negotiate terms with the combined company as part of any such combination. If we acquired a target business in an all-cash transaction, it would be more likely that current members of management would remain with us if they chose to do so. If a business combination were structured as a merger whereby the shareholders of the target company were to control the combined company following a business combination, it may be less likely management would remain with the combined company unless it was negotiated as part of the transaction via the acquisition agreement, an employment or consulting agreement or other arrangement. The determination to remain as officers of the resulting business will be determined prior to the completion of the transaction and will depend upon the appropriateness or necessity of current management to remain. In making the determination as to whether current management should remain with us following the business combination, management will analyze the experience and skill set of the target business’ management, and negotiate as part of the business combination that certain members of current management remain if it is believed to be in the best interests of the combined company post-business combination. If management negotiates to be retained post-business combination as a condition to any potential business combination, such negotiations may result in a conflict of interest.

We do not intend to establish an audit committee until consummation of a business combination.

We currently do not have an audit committee and do not intend to establish one prior to consummation of a business combination. Accordingly, there will not be a separate committee comprised of some members of our board of directors with specialized accounting and financial knowledge to meet, analyze and discuss solely financial matters concerning potential target businesses. This may have the result of a less comprehensive discussion among board members with accounting expertise about accounting and financial matters, as it would be expected to be only part of a larger discussion of a target business in a meeting of the entire board. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our potential target businesses as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be conducted prior to our initial business combination and they intend to conduct a comprehensive accounting and financial analysis of any potential target business. Despite these assurances, the lack of an audit committee may prove to have a material impact on our analysis of potential target businesses which may harm our future operating prospects.

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

Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. Each of our officers are engaged in several other business endeavors and are not obligated to contribute any specific number of hours per week to our affairs. If our officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. For a discussion of potential conflicts of interest that you should be aware of, see the section below entitled “Management—Conflicts of Interest.” We cannot assure you these conflicts will be resolved in our favor.

Certain directors and officers of ours own, indirectly, ordinary shares and will own, indirectly, warrants purchased in the private placement, all through our sponsors, which are indirectly controlled and partially owned by, certain of our officers and directors. As none of these securities will participate in liquidation distributions, our management may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Our sponsors own our ordinary shares and will own the warrants purchased in the private placement. Infinity-CSVC Partners, Ltd. is the general partner of each of our sponsors and is owned and controlled by Amir Gal-Or and Avishai Silvershatz, our Co-Chief Executive Officers, Co-Presidents and Co-Chairmen. Our sponsors have each waived their right to the liquidation of the trust account if we are unable to complete a business combination. The shares and warrants owned by our sponsors will be worthless if we do not consummate a business combination. The personal and financial interests of our sponsors and officers and directors may influence their motivation in identifying and selecting a target business and completing a business combination in a timely manner. Consequently, our officers’ and directors’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

Our existing shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent such expenses exceed the amount available outside the trust account (plus a portion of the interest earned on the amounts in the trust account released to us), unless the business combination is consummated. The amount of available proceeds is based on management estimates of the capital needed to fund our operations for the next 24 months (or 36 months in the even the shareholders approve the extended period) and to consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment or pay exclusivity or similar fees in connection with a business combination, or if we expend a significant portion in pursuit of an acquisition which is not consummated. In the event we do not effect a business combination within 24 months from the date of this prospectus, or 36 months in the event we receive approval for the extended period, then any expenses incurred by such individuals in excess of the money being held outside of the trust account will not be repaid as we will liquidate at such time. On the other hand, if we complete a business combination within such time period, those expenses will be repaid by the target business. Consequently, our officers, who are also our directors, may have an incentive to complete a business combination other than just what is in the best interest of our shareholders.

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

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

make a special written suitability determination for the purchaser;

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

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

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

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

It is probable our initial business combination will be with a single target business, which may cause us to be solely dependent on a single business and a limited number of products or services. Additionally, we may face obstacles to completing simultaneous acquisitions.

Our initial business combination must be with a business or businesses with an aggregate fair market value of at least 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of such transaction, which amount is required as a condition to the consummation of our initial business combination. We may not be able to acquire more than one target business because of various factors, including the amount of funds available to consummate a business combination, possible complex accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which could include attempting to coordinate the timing of negotiations, proxy statement disclosure and closings with multiple target businesses. In addition, we may not have sufficient management, financial or other resources to effectively investigate the business and affairs of multiple acquisition candidates simultaneously or to negotiate the terms of multiple acquisition agreements at the same time, which could result in a failure to properly evaluate multiple acquisitions. Further, we would also be exposed to the risk that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied, bringing the aggregate fair market value of the initial business combination below the required fair market value of 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable). Accordingly, while it is possible we may attempt to effect our initial business combination with more than one target business, we are more likely to choose a single target business if deciding between one target business meeting such 80% threshold and comparable multiple target business candidates collectively meeting the 80% threshold. Consequently, it is probable that, unless the purchase price consists substantially of our equity, we will have the ability to complete only a single initial business combination with the proceeds of this offering and the private placement. Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business; or

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

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

The ability of our shareholders to exercise their redemption rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.

At the time we seek shareholder approval of the proposal to approve the extended period, if any, or our initial business combination, we will offer each public shareholder the right to have such shareholder's ordinary shares redeemed for cash if the shareholder votes against the extended period or the shareholder votes against the initial business combination and the extended period is approved or the business combination is approved and consummated, as the case may be. Accordingly, if our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many shareholders may exercise such redemption rights, we may either need to reserve part of the trust account for possible payment upon such redemption, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of shareholders exercise their redemption rights than we expected. Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having a leverage ratio not optimal for our business combination. This may limit our ability to effectuate the most attractive business combination available to us.

Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a ‘‘group’’ with, will be restricted from exercising redemption rights with respect to more than 10% of the shares sold in this offering. While this provision is not present in many offerings similar to this one, it is present in many of the more recently filed offerings similar to this one, and we have included it in order to ensure that any such “group” is not in a position to block the consummation of a business combination which management believes is in our best interest.

If we seek shareholder approval of the extended period or an initial business combination, we will offer each public shareholder (but not our existing shareholders) the right to cause us to have his, her or its ordinary shares redeemed for cash if the shareholder votes against either (a) the extended period, elects redemption of his, her or its ordinary shares and the extended period is approved or (b) votes against the business combination, elects redemption of his, her or its ordinary shares and the business combination is approved and completed. Notwithstanding the foregoing, our amended and restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate or any other person with whom such holder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of Securities and Exchange Act of 1934, as amended) will be restricted from exercising redemption rights with respect to more than an aggregate of 10% of the shares sold in this offering.

Accordingly, if you purchase more than 10% of the shares sold in this offering and a proposed business combination is approved, you will not be able to seek redemption 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. There is a risk the value of such additional shares will not appreciate over time following a business combination or that the market price of the ordinary shares will exceed the per-share redemption price. While this provision is not present in many offerings similar to this one, it is present in many of the more recently filed offerings similar to this one, and we have included it in order to ensure that any such “group” is not in a position to block the consummation of a business combination which management believes is in our best interest.

Because public shareholders, together with any affiliates or any other person with whom they are acting in concert or as a ‘‘group’’, will be restricted from exercising redemption rights with respect to more than 10% of the shares sold in this offering, this will decrease the likelihood public shareholders will accumulate sufficient shares to influence our management.

Our amended and restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate or any other person with whom such holder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of Securities and Exchange Act of 1934, as amended) will be restricted from exercising redemption rights with respect to more than 10% of the shares sold in this offering. While this provision is not present in many offerings similar to this one, we have included it in order to ensure that any such “group” is not in a position to block approval of the extended period or the consummation of a business combination which management believes is in our best interest. Accordingly, if you purchase more than 10% of the shares sold in this offering and a proposed business combination is approved, you will not be able to seek redemption 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. This will decrease the likelihood you will accumulate sufficient shares to influence management as you can only redeem an aggregate of 10% of the shares sold in the offering. Accordingly, it is likely our existing shareholders and management will continue to exert control at least until the consummation of a business combination. In addition, our existing shareholders and their affiliates and relatives are not prohibited from purchasing additional units in this offering or in the open market. If they do, you may have even less influence on our management due to the relatively larger shareholdings of our existing shareholders and management.

We will not be required to obtain an opinion from an investment banking firm as to the fair market value of a proposed business combination if our board of directors independently determines the target business has sufficient fair market value.

The initial target business or businesses we acquire must have an aggregate fair market value equal to at least 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of such transaction. There is no limitation on our ability to raise funds privately or through loans that would allow us to acquire a target business or businesses with an aggregate fair market value in an amount considerably greater than 80% of the amount in our trust account (less the underwriters’ deferred discount and commissions, and interest earned thereon, and taxes payable) at the time of such transaction. We have not had any preliminary discussions, or made any agreements or arrangements, with respect to financing arrangements with any third party. The fair market value of such business will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value, and the price for which comparable businesses have recently been sold. If our board is not able to independently determine whether the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, with respect to the satisfaction of such criteria.

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

Although we believe the net proceeds of this offering and the private placement will be sufficient to allow us to consummate a business combination, in as much as 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 or the depletion of the available net proceeds in search of a target business, or because we become obligated to redeem for cash a significant number of shares from dissenting shareholders, we will be required to seek additional financing. We cannot assure you such financing would be available on acceptable terms, if at all. To the extent additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after a business combination.

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

Upon consummation of this offering, our existing shareholders (including all of our officers and directors) will collectively own approximately 20% of our issued and outstanding ordinary shares (not including the purchase of 1,500,000 warrants in the private placement by our sponsors, and assuming no additional purchases by our existing shareholders in the offering). These shares will be voted in accordance with the majority of the ordinary shares with respect to the approval of the extended period or a proposed business combination.

In addition, our sponsors have agreed that they, or their respective affiliates or limited partners, will enter into an agreement with a broker-dealer mutually agreed upon by our sponsors and the representatives (which such broker-dealer may be any of the underwriters or their affiliates) pursuant to which they will place limit orders to purchase up to $5,000,000 of our ordinary shares in the open market commencing the later of (i) ten business days after we file our current report on Form 6-K announcing our execution of a definitive agreement for a business combination and (ii) 60 calendar days after the end of the “restricted period” in connection with this offering under Regulation M under the Exchange Act, and ending on the business day immediately preceding the date of the meeting of shareholders at which a business combination is to be voted upon. Assuming the $5,000,000 of ordinary shares are purchased in the open market, and further assuming such open market purchases of ordinary shares occur at the initial trust amount per share of $7.87 per unit, our existing shareholders and their affiliates or limited partners, as applicable, collectively, will beneficially own 31.29% of the then issued and outstanding ordinary shares, with only 11.29% of such shares automatically voting in favor of the extended period or the business combination, as applicable, and the remaining 20% voting in accordance with the majority of the public shares. As a result of this ownership block, our current shareholders may be able to effectively influence the outcome of any other matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions. These purchases will have the effect of increasing the percentage of shares owned by our sponsors and make it more likely the shareholder vote to approve the business combination or amend or waive any provision of our amended and restated Memorandum and Articles of Association, or any other matter for which shareholder approval is sought, will be successful.

Our board of directors is divided into two classes, each of which will generally serve for a term of two years, with only one class of directors being elected in each year. It is unlikely there will be an annual meeting of shareholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, initially only a minority of the board of directors will be considered for election and our existing shareholders, because of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our existing shareholders will continue to exert control at least until the consummation of a business combination. In addition, our existing shareholders and their affiliates and relatives are not prohibited from purchasing additional units in this offering or in the open market. If they do, we cannot assure you our existing shareholders will not have considerable influence upon the vote in connection with a business combination.

Our existing shareholders paid an aggregate of $25,000, or approximately $.019 per share, for their shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.

The difference between the public offering price per share of our ordinary shares and the pro forma net tangible book value per share of our ordinary shares after this offering and the private placement constitutes the dilution to you and the other investors in this offering. The fact our existing shareholders acquired their ordinary shares at a nominal price has significantly contributed to this dilution. Assuming the offering and the private placement are completed, you and the other new investors will incur an immediate and substantial dilution of approximately 31.88% or $2.55 per share (the difference between the pro forma net tangible book value per share of $5.45, and the initial offering price of $8.00 per unit).

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

In connection with this offering as part of the units, and the private placement, we will be issuing warrants to purchase up to 6,000,000 shares (6,675,000 if the underwriters’ over-allotment option is exercised in full) of our ordinary shares. To the extent we issue ordinary shares to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such securities, when exercised, will increase the number of issued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

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

Our existing shareholders, including our sponsors, which purchased warrants in the private placement, are entitled to require us to register the resale of their ordinary shares and warrants (as well as the ordinary shares issuable upon exercise of warrants included as part of the insider warrants) at any time after the date on which their securities are released from escrow. If such existing security holders exercise their registration rights with respect to all of their securities, there will be an additional 1,293,750 ordinary shares (1,125,000 shares in the event the over-allotment option is not exercised) and 1,500,000 warrants (as well as 1,500,000 ordinary shares issuable upon exercise of the warrants) eligible for trading in the public market and we will bear the costs of registering such securities. The presence of this additional number of ordinary shares eligible for trading in the public market may have an adverse effect on the market price of our ordinary shares. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as the shareholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our ordinary shares.

There is currently no market for our securities and a market for our securities may not develop, which could adversely affect the liquidity and price of our securities.

As of the date of this prospectus there is no market for our securities. Therefore, shareholders should be aware they cannot benefit from information about prior market history as to their decisions to invest, which means they are at further risk if they invest. In addition, the price of the securities, after the offering, can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

If you are not an institutional investor, you may purchase securities in this offering only if you reside within the states in which we will apply to have the securities registered.

We have applied to register our securities, or have obtained or will seek to obtain an exemption from registration, in Colorado, Delaware, the District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Louisiana, New York, Rhode Island and Wyoming. If you are not an “institutional investor,” you must be a resident of these jurisdictions to purchase our securities in the offering. The definition of an “institutional investor” varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities. Institutional investors in every state except Idaho may purchase the units in this offering pursuant to exemptions provided to such entities under the Blue Sky laws of various states.

Investors can only resell their securities to persons who reside in jurisdictions where there are no resale restrictions or where we have registered our securities for purchase in secondary market transactions.

Under the National Securities Market Improvement Act of 1996, the states are pre-empted from regulating transactions in covered securities. We will file periodic and annual reports under the Securities Exchange Act of 1934, as amended, and our securities will be considered covered securities. Therefore, the states will be pre-empted from regulating the resales of the units, from and after the effective date, and the ordinary shares and warrants comprising the units, once they become separately transferable. However, the states retain the right to require notice filings and collect fees with regard to these transactions and have the jurisdiction to investigate and bring enforcement actions with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with the sale of securities.

Notice filings and fees are required for the secondary market transactions in the District of Columbia, Illinois, Maryland, Michigan, Montana, New Hampshire, North Dakota, Oregon, Puerto Rico, Rhode Island, Tennessee, Texas and Vermont. We have not determined in which of these jurisdictions, if any, we will submit the required filings or pay the required fees. Therefore, resale transactions by shareholders or to investors in these jurisdictions may be prohibited.

Although we are not aware of a state having used its powers to prohibit or restrict resales of securities issued by blank check companies generally, the state of Idaho views blank check companies unfavorably as de facto fraudulent and might use its powers, or threaten to use its powers, to hinder the resale of securities of blank check companies in that state. For a more complete discussion of the state securities laws and registrations affecting this offering, please see “Underwriting—State Blue Sky Information” below.

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

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

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

Companies that fall within the definition of an “investment company” set forth in Section 3 of the Investment Company Act of 1940, as amended, and the regulations thereunder, which we refer to as the 1940 Act, are subject to registration and substantive regulation under the 1940 Act. Companies that are subject to the 1940 Act that do not become registered are normally required to liquidate and are precluded from entering into transactions or enforceable contracts other than as an incident to liquidation.

The basic definition of an “investment company” in the 1940 Act and related SEC rules and interpretations includes a company (1) that is, proposes to be, or holds itself out as being engaged primarily in investing, reinvesting or trading in securities; or (2) that has more than 40% of its assets (exclusive of U.S. government securities and cash items) in “investment securities,” or (3) that is a “special situation investment company” (such as a merchant bank or private equity fund). We do not plan to operate as an investment fund or investment company, or to be engaged in the business of investing, reinvesting or trading in securities. Our plan is to acquire, hold, operate and grow for the long term one or more businesses. We do not plan to operate as a passive investor or as a merchant bank seeking dividends or gains from purchases and sales of securities.

For example, if we were deemed to be an investment company under the 1940 Act, we would be required to become registered under the 1940 Act (or liquidate) and our activities would be subject to a number of restrictions, including, among others:

·	corporate governance requirements and requirements regarding mergers and share exchanges;

·	restrictions on the nature of our investments;

·	restrictions on our capital structure and use of multiple classes of securities; and

·	restrictions on our use of leverage and collateral;

each of which may make it difficult for us to consummate an initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

·	registration as an investment company;

·	adoption of a specific form of corporate structure; and

·	reporting, record keeping, voting, proxy, and disclosure requirements, and other rules and regulations;

compliance with which would reduce the funds we have available outside the trust account to consummate an initial business combination.

In order not to be regulated as an investment company under the 1940 Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in an initial business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities.” Our business will be to identify and consummate a business combination and thereafter to operate the acquired business or businesses for the long term. We do not plan to buy companies with a view to resale or profit from sale of the businesses. We do not plan to buy unrelated businesses or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the 1940 Act. To this end, the proceeds held in the trust account may only be invested by the trustee in U.S. government securities and in assets that are considered “cash items” for purposes of Section 3(a)(2) of the 1940 Act. Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets that are considered “investment securities” within the meaning of Section 3(a) of the 1940 Act. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring, growing and operating a business or businesses for the long term (rather than on buying and selling companies in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the 1940 Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, our dissolution and return of the funds held in the trust account to our public shareholders as part of our plan of dissolution and liquidation. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the 1940 Act. If we were deemed to be subject to the 1940 Act, compliance with these additional regulatory burdens would require additional expense for which we have not accounted.

Our directors may not be considered “independent” under the policies of the North American Securities Administrators Association, Inc. and, therefore, may take actions or incur expenses not deemed to be independently approved or independently determined to be in our best interest.

Under the policies of the North American Securities Administrators Association, Inc., an international organization devoted to investor protection, because our directors may receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, state securities administrators could take the position such individual is not “independent.” If this were the case, they would take the position that we would not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. Additionally, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which would include persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination, in which event this reimbursement obligation would in all likelihood be negotiated with the owners of a target business. Although we believe all actions taken by our directors on our behalf will be in our best interests, whether or not they are deemed to be “independent” under the policies of the North American Securities Administrator Association, we cannot assure you this will actually be the case. If actions are taken, or expenses are incurred that are actually not in our best interests, it could have a material adverse effect on our business and operations and the price of our shares held by the public shareholders.

Because our existing shareholders’ initial equity investment was only $25,000, our offering may be disallowed by state administrators that follow the North American Securities Administrators Association, Inc. Statement of Policy on promotional or development stage companies.

Pursuant to the Statement of Policy Regarding Promoter’s Equity Investment promulgated by The North American Securities Administrators Association, Inc., an international organization devoted to investor protection, any state administrator may disallow an offering of a promotional or development stage company if the initial equity investment by a company’s promoters does not equal a certain percentage of the aggregate public offering price. Our existing shareholders’ initial investment of $25,000 is less than the required minimum amount pursuant to this policy (assuming non-exercise of the overallotment option). Accordingly, a state administrator would have the discretion to disallow our offering if it wanted to, in which case we would be prohibited from conducting this offering in that state. We cannot assure you our offering would not be disallowed pursuant to this policy.

Because of our current financial condition, our offering may be disallowed by state administrators following the North American Securities Administrators Association, Inc. Statement of Policy Regarding Unsound Financial Condition.

Pursuant to the Statement of Policy Regarding Unsound Financial Condition promulgated by North American Securities Administrators Association, Inc., any state administrator may disallow an offering if the financial statements of a company contain a footnote or the independent auditor’s report contains an explanatory paragraph regarding that company’s ability to continue as a going concern and that company has, among other things, an accumulated deficit and no revenues from operations. The report of Ziv Haft, our independent registered accounting firm, contains a going concern explanatory paragraph and we have no revenues from our operations and an accumulated deficit. Accordingly, a state administrator would have the discretion to disallow our offering if it wanted to, in which case we would be prohibited from conducting this offering in that state. We cannot assure you our offering would not be disallowed pursuant to this policy.

Since we have not currently selected a prospective target business with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of the target business’ operations.

Since we have not yet identified a prospective target, investors in this offering have no current basis to evaluate the possible merits or risks of the target business’ operations. Accordingly, we may be affected by numerous risks inherent in the business operations of those entities. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you we will properly ascertain or assess all of the significant risk factors. We also cannot assure you an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business. For a more complete discussion of our selection of a target business, see the section below entitled “Effecting a business combination—We have not identified a target business.”

Your only opportunity to evaluate and affect the investment decision regarding a potential business combination will be limited to voting for or against the business combination submitted to our shareholders for approval.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Accordingly, your only opportunity to evaluate and affect the investment decision regarding a potential business combination will be limited to voting for or against the business combination submitted to our shareholders for approval. In addition, a proposal you vote against could still be approved if a sufficient number of public shareholders vote for the proposed business combination. Alternatively, a proposal you vote for could still be rejected if a sufficient number of public shareholders vote against the proposed business combination.

Our determination of the offering price of our units and of the aggregate amount of proceeds we are raising in this offering was more arbitrary than would typically be the case if we were an operating company rather than a blank check company.

There was no public market for any of our securities prior to this offering. The public offering price of the units, the terms of the warrants, the aggregate proceeds we are raising and the amount to be placed in trust were the products of a negotiation between the underwriters and us. Factors that were considered in making these determinations included: management’s perception of the number of potential competitors that exist to acquire businesses we may find attractive, the financial resources of those potential competitors and, therefore, the potential target size of the businesses they may seek to acquire, as well as management’s belief as to the capital required to facilitate a combination with one or more viable target businesses with sufficient scale to operate as a stand-alone public entity. However, although these factors were considered, the determination of our per unit offering price and the aggregate proceeds we are raising in this offering 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 that could provide a basis for such determination. There can be no assurance management’s perceptions accurately reflect the actual facts with respect to any of the factors considered.

If we acquire several companies with the intent of merging them to achieve economies of combination, a failure to merge them smoothly may harm our financial results.

If we acquire several companies, rather than a single one, with a total value of at least 80% of the amount in our trust account (excluding $1,080,000 of deferred compensation to be held for the benefit of the underwriters) at the time of such acquisition, we would expect to achieve economies of combination by downsizing the combined management and administrative staffs into a smaller, more cost effective management team. If we are not able to achieve these economies of combination, our financial results could suffer.

Because service and enforcement of legal process against our executive officers and directors is uncertain, investors may not be able to obtain or collect upon a judgment against such individuals and we may not be able to enforce our indemnity rights against our executive officers.

Service of process upon individuals or firms which are not resident in the U.S. may be difficult to obtain within the U.S. Each of our directors and officers reside outside the U.S. Furthermore, depending on the location of our assets and the assets of our directors and officers, any judgment obtained in the U.S. against us or such persons may not be collectible within the U.S. We have appointed National Registered Agents, Inc. as our agent to receive service of process in any action against us in the U.S. None of our officers or directors has consented to service of process in the U.S. or to the jurisdiction of any U.S. Court.

If we are unable to complete a business combination and are forced to distribute the proceeds held in trust to the holders of our ordinary shares, our sponsors have agreed they will be liable to ensure the proceeds in the trust account are not reduced by the claims, if any, of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, or by any target business, and that have not executed an agreement waiving any right, title, interest or claim of any kind in or to any monies held in trust; provided, however, that such liability may not extend to claims brought under laws other than those of the U.S. or in non-U.S. courts. Accordingly, if a judgment is obtained against the trust account, we may not be able to enforce our indemnity rights against our executive officers.

There is substantial doubt as to the enforceability of civil liabilities under the Securities Act or the Exchange Act in original actions instituted in certain countries outside of the U.S. However, subject to certain time limitations and pursuant to the provisions set forth above, a foreign court may declare a foreign civil judgment enforceable.

Because all of our directors and officers reside outside of the U.S. and, after the consummation of a business combination, substantially all of our assets will be located outside of the U.S., it may be difficult for investors to enforce their legal rights against such individuals.

All of our directors and officers reside outside of the U.S. and, after the consummation of a business combination, substantially all of our assets will be located outside of the U.S. As a result, it may not be convenient or even possible for investors in the U.S. to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws or other U.S. laws.

Risks Associated with International Operations

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman Islands law.

We are a company incorporated under the laws of the Cayman Islands. In addition, all of our directors and officers are nationals or residents of jurisdictions other than the U.S. and all or a substantial portion of their assets are located outside the U.S. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs will be governed by our amended and restated Memorandum and Articles of Association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a less developed body of securities laws as compared to the U.S., and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the U.S.

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:

is given by a competent foreign court;

imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

is not in respect of taxes, a fine or a penalty; and

was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company. For a discussion of certain differences between the provisions of the Companies Law and the laws applicable to companies incorporated in the U.S. and their shareholders, see “Cayman Islands Exempted Company Considerations.”

Under Cayman Islands law, the requirements and restrictions relating to this offering contained in our amended and restated Memorandum and Articles of Association may be amended, which could reduce or eliminate the protection afforded to our shareholders by such requirements and restrictions.

Our amended and restated Memorandum and Articles of Association sets forth certain requirements and restrictions relating to this offering that shall apply to us until the consummation of a business combination. Specifically, Articles 167 through 172 of our amended and restated amended and restated Memorandum and Articles of Association will provide among other things, that:

prior to the consummation of our initial business combination, we shall submit such business combination to our shareholders for approval;

we may consummate our initial business combination if: (i) it is approved by a majority of the ordinary shares voted by the public shareholders and (ii) public shareholders owning no more than one share less than 40% of the ordinary shares included in the units sold in this offering vote against our proposed initial business combination and exercise their redemption rights on a cumulative basis with the shareholders who previously exercised their redemption rights in connection with the shareholder vote required to approve the extended period, if any.

if our initial business combination is approved and consummated, public shareholders who voted against the business combination and exercised their redemption rights will receive their pro rata share of the trust account (net of taxes (which taxes shall be paid from the trust account);

if a business combination is not consummated within the time periods specified in this prospectus, then our corporate existence will cease by operation of law and we will distribute to all of our public shareholders their pro rata share of the trust account (net of taxes, which taxes shall be paid from the trust account); and

we may not consummate any share capital exchange, share purchase, asset acquisition or similar transaction other than a business combination that meets the conditions specified in this prospectus, including the requirement that our initial business combination be with one or more operating businesses whose fair market value, either individually or collectively, is equal to at least 80.0% of our net assets held in trust (net of taxes payable and excluding the portion representing the underwriters’ deferred discount and commissions) at the time of such business combination.

Please note the above-described provisions would be amendable and any such amendment by a special resolution of shareholders could reduce or eliminate the protection afforded to our shareholders. However, we view the foregoing provisions as obligations to our shareholders and we will not take any actions to waive or amend any of these provisions.

We may be deemed a “passive foreign investment company” by U.S. authorities, which could result in material adverse U.S. tax consequences to U.S. investors.

In general, we will be classified as a PFIC for any taxable year in which either: (1) at least 75% of our gross income is passive income or (2) at least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year during which a U.S. Holder (as defined in the section of this prospectus captioned “Taxation—United States Federal Income Taxation”) held our ordinary shares or warrants, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. We cannot assure you we will not be a PFIC in the current or any future year. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation — United States Federal Income Taxation — U.S. Holders—Passive Foreign Investment Company Rules.”

An investment in this offering may involve adverse U.S. federal income tax consequences because the redemption or liquidation price per share may be greater than an investor’s initial tax basis in our ordinary shares.

While we intend to take a contrary position, there is a risk an investor’s entitlement to receive payments in excess of the investor’s initial tax basis in our ordinary shares upon exercise of the investor’s redemption right or upon our liquidation will result in constructive income to the investor, which could affect the timing and character of income recognition and result in U.S. federal income tax liability to the investor without the investor’s receipt of cash from us. Prospective investors are urged to consult their own tax advisors with respect to these tax risks, as well as the specific tax consequences to them of purchasing, holding or disposing of our ordinary shares, warrants or units.

An investor may be subject to adverse U.S. federal income tax consequences in the event the Internal Revenue Service were to disagree with the U.S. federal income tax consequences described herein.

As described in the section of this prospectus captioned “Taxation — United States Federal Income Taxation — General,” we have not sought a ruling from the IRS as to any U.S. federal income tax consequences described herein. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or our company to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, each prospective investor is urged to consult a tax advisor with respect to the specific tax consequences of the acquisition, ownership and disposition of our ordinary shares and warrants, including the applicability and effect of state, local or non-U.S. tax laws, as well as U.S. federal tax laws.

There are certain aspects of Cayman Islands law which may impair our ability to structure and effect certain business combination structures.

Cayman Islands law does not provide for “mergers” as that expression is understood under U.S. corporate law. However, there are statutory provisions under Cayman Islands law that facilitate the reconstruction and amalgamation of companies in certain circumstances commonly referred to in the Cayman Islands as a “scheme of arrangement” provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. If such reconstruction or amalgamation is presented to shareholders with the request to approve a business combination, the higher majority required to approve the business combination will, as a matter of fact, apply, as one cannot be carried without the other. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands.

In addition, Cayman Islands law provides that amendments to a company’s memorandum and articles of association require the approval of the holders of two-thirds of the outstanding ordinary shares. As result, if we were required to amend our amended and restated Memorandum and Articles of Association in order to structure a business combination, such higher percentage vote would need to be obtained. These aspects of Cayman Islands law could impair our ability to structure certain business combinations.

We may become subject to taxation in the Cayman Islands which would negatively affect our results.

Under current Cayman Islands law, we are not obligated to pay any taxes in the Cayman Islands on either income or capital gains. The Governor-in-Cabinet of Cayman Islands has granted us an exemption from the imposition of any such tax on us for twenty years from December 11, 2007. We cannot be assured that after such date we would not be subject to any such tax. If we were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be significantly and negatively affected. See “Taxation- Cayman Islands tax considerations.”

Cayman Islands anti-money laundering laws might cause us to refuse a redemption payment to shareholders.

We reserve the right to refuse to make any shareholder redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of shareholder redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

Risks Associated With Operations in China

As set forth herein, our efforts in identifying a prospective target business will not be limited to a particular country, although we intend to focus initially on companies located in China. Accordingly, we have set forth some of the primary risks we have identified in seeking to consummate a business combination with a company having its primary operations in China.

After a business combination, substantially all of our assets could be located in China and substantially all of our revenue could be derived from our operations in China. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal developments in China.

The PRC’s economic, political and social conditions, as well as government policies, could affect our business. The PRC economy differs from the economies of most developed countries in many respects. Since 1978, China's government has been, and is expected to continue, reforming its economic and political systems. These reforms have resulted in, and are expected to continue to result in, significant economic and social development in China. Many of the reforms are unprecedented or experimental and may be subject to change or readjustment due to a number of political, economic and social factors. The basic principles underlying the political and economic reforms many continue to be implemented and provide the framework for China's political and economic system. New reforms or the readjustment of previously implemented reforms could have a significant negative effect on us. Changes in China's political, economic and social conditions and governmental policies that could have a substantial impact on us include: (i) the promulgation of new laws and regulations; (ii) changes in the interpretation or enforcement of those laws and regulations; (iii) the introduction of measures to control inflation or stimulate growth; (iv) changes in the rate or method of taxation; and (v) the imposition of additional restrictions on currency conversion and remittances abroad.

Since 1978 China has been one of the world’s fastest-growing economies in terms of gross domestic product, or GDP, growth. We cannot assure you, however, that such growth will be sustained in the future. If in the future China’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate a business combination and if we make an acquisition, the ability of that target business to become profitable.

Our ability to find an attractive target business with which to consummate a business combination is based in part on the assumption that the Chinese economy will continue to grow. The PRC’s economic growth has been uneven, both geographically and among various sectors of the economy. This growth has been accompanied by imbalances in China's economy and has resulted in significant fluctuations in the general price levels, including periods of inflation. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us, depending on the industry in which we engage in a business combination. For example, our business, prospects, financial condition and results of operations may be materially adversely affected by PRC government control over capital investments or changes in tax regulations that are applicable to a potential target business and a business combination.

Rapid economic growth can lead to growth in the supply of money and rising inflation. In order to control inflation in the past, the PRC has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Imposition of similar restrictions may lead to a slowing of economic growth and decrease the interest in the services or products we may ultimately offer leading to a material and adverse impact on our profitability.

The PRC’s economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the use of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over PRC economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. In the past, the economy of China has been primarily a planned economy subject to 1- and 5-year state plans adopted by central government authorities and largely implemented by provincial and local authorities, which set production and development targets. Since 1978, increasing emphasis has been placed on decentralization and the utilization of market forces in the development of China's economy. Economic reform measures adopted by China's government may be inconsistent or ineffectual, and we may not be able to capitalize on any such reforms. Further, these measures may be adjusted or modified in ways that could result in economic liberalization measures that are inconsistent from time to time or from industry to industry or across different regions of the country. China's government has implemented policies from time to time to increase or restrain the rate of economic growth, control periods of inflation or otherwise regulate economic expansion. While we may be able to benefit from the effects of some of these policies, these policies and other measures taken by China's government to regulate the economy could also have a significant negative impact on economic conditions in China with a resulting negative impact on us. We cannot assure you China’s economic, political or legal systems will not develop in a way which becomes detrimental to our business, prospects, financial conditions and results of operations.

If we acquire a target business through contractual arrangements with one or more operating businesses in China, such contracts may not be as effective in providing operational control as direct ownership of such businesses.

The government of the PRC has restricted or limited foreign ownership of certain kinds of assets and companies operating in certain industries. The industry groups that are restricted are wide ranging, including certain aspects of telecommunications, advertising, food production and heavy equipment manufacturers, for example. In addition, there can be restrictions on the foreign ownership of businesses that are determined from time to time to be in “important industries” that may affect the national economic security or having “famous Chinese brand names” or “well established Chinese brand names.” Subject to the review and approval requirements of the Ministry of Commerce and other relevant agencies as discussed elsewhere for acquisitions of assets and companies in the PRC and subject to the various percentage ownership limitations that exist from time to time, acquisitions involving foreign investors and parties in the various restricted categories of assets and industries may nonetheless sometimes be consummated using contractual arrangements with permitted Chinese parties. To the extent such agreements are employed, they may be for control of specific assets such as intellectual property or control of blocks of the equity ownership interests of a company which may provide exceptions to the merger and acquisition regulations mentioned above since these types of arrangements typically do not involve a change of equity ownership in PRC operating company. The agreements would be designed to provide our company with the economic benefits of and control over the subject assets or equity interests similar to the rights of full ownership, while leaving the technical ownership in the hands of Chinese parties who would be our nominees and, therefore, may exempt the transaction from the merger and acquisition regulations, including the application process required thereunder. However, there has been limited implementation guidance provided with respect to the merger and acquisition regulations. There can be no assurance the relevant government agencies would not apply them to a business combination effected through contractual arrangements. If such an agency determines such an application should have made, consequences may include levying fines, revoking business and other licenses, requiring restructure of ownership or operations and requiring discontinuation of any portion of all of the acquired business. These agreements likely also would provide for increased ownership or full ownership and control by us when and if permitted under PRC law and regulation. If we choose to effect a business combination that employs the use of these types of control arrangements, we may have difficulty in enforcing our rights. Therefore, these contractual arrangements may not be as effective in providing us with the same economic benefits, accounting consolidation or control over a target business as would direct ownership. For example, if the target business or any other entity fails to perform its obligations under these contractual arrangements, we may have to incur substantial costs and expend substantial resources to enforce such arrangements, and rely on legal remedies under Chinese law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be sufficient to off-set the cost of enforcement and may adversely affect the benefits we expect to receive from the business combination.

Because Chinese law would govern almost all of any target business’ current material agreements, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.

We believe it is highly likely Chinese law governs almost all of any target business’ current material agreements, some or many of which could be with Chinese governmental agencies. We cannot assure you the target business will be able to enforce any of its material agreements or whether remedies will be available outside of the PRC. China has a civil law system, which means decided court cases do not have binding legal effect on future decisions. Since 1979, many new laws and regulations covering general economic matters have been promulgated in China. Despite this activity to develop the legal system, China’s system of laws is not yet complete. Even where adequate law exists in China, enforcement of existing laws or judicial interpretation of contracts based on existing law can vary widely in consistency and sophistication depending on the locale of the enforcement action and may be otherwise uncertain and sporadic, making it difficult to obtain swift and equitable enforcement, or to obtain enforcement of a judgment by a court of another jurisdiction. The relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of any litigation. Further, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes. Moreover, government policies and internal rules promulgated by governmental agencies may not be published in time, or at all.

As a result, we may be (i) in violation of new rules and policies without having any knowledge of their existence or (ii) unable to adequately protect their respective rights, preferences or privileges (whether contractual, legislative or otherwise). The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our business, prospects, financial condition, and results of operations.

Our ability to bring suit against any entity or individuals in China may be limited by several factors. Such entities will likely be organized under the laws of the PRC, their directors and officers are likely to reside outside of the U.S., and substantially all of their assets will be located outside of the U.S. As a result, it may not be possible for us to effect service of process within the U.S. upon such entities or their directors and officers or to enforce against such entities or their directors’ and officers’ judgments obtain in U.S. or other courts. In addition, China generally does not recognize foreign court judgments, and the objectivity, transparency and sophistication of domestic PRC courts can vary widely. Despite progress in the reform of the Chinese court system, judicial corruption and local protectionism towards domestic parties in litigation is a continuing issue. Finally, even though the Supreme People’s Court promulgates official interpretations of regulations based on selected adjudicated precedents, under China’s civil law system, prior court decisions are not as systematically binding as precedents as in common law jurisdictions such as the U.S., and the outcome of litigation can be subject to a high degree of public policy interpretation by, or political influence exercised over, judges. Any or all of these factors could materially and adversely affect our results of operations and future operating prospects.

If relations between the U.S. and the PRC deteriorate, potential target businesses or their goods or services could become less attractive.

The relationship between the U.S. and the PRC is subject to sudden fluctuation and periodic tension. For instance, if the U.S. imposes quotas on Chinese imports, such import quotas may adversely affect political relations between the two countries and result in retaliatory countermeasures by the PRC in industries that may affect our ultimate target business. Relations may also be compromised if the U.S. becomes a more vocal advocate of Taiwan or proceeds to sell certain military weapons and technology to Taiwan. Changes in political conditions in the PRC and changes in the state of Sino-U.S. relations are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive.

As a result of merger and acquisition regulations implemented on September 8, 2006 relating to acquisitions of assets and equity interests of Chinese companies by foreign persons, it is expected that acquisitions will take longer and be subject to economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.

On September 8, 2006, the Ministry of Commerce, together with several other government agencies, implemented a comprehensive set of regulations governing the approval process by which a Chinese company may participate in an acquisition of its assets or its equity interests and by which a Chinese company may obtain public trading of its securities on a securities exchange outside the PRC. Although there was a complex series of regulations in place prior to September 8, 2006 for approval of Chinese enterprises that were administered by a combination of provincial and centralized agencies, the new regulations have largely centralized and expanded the approval process to the Ministry of Commerce (MOFCOM), the State Administration of Industry and Commerce (SAIC), the State Administration of Foreign Exchange (SAFE) or its branch offices, the State Asset Supervision and Administration Commission (SASAC), and the China Securities Regulatory Commission (CSRC). Depending on the structure of the transaction, these regulations will require the Chinese parties to make a series of applications and supplemental applications to the aforementioned agencies, some of which must be made within strict time limits and depending on approvals from one or the other of the aforementioned agencies. The application process has been supplemented to require the presentation of economic data concerning a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which will permit the government to assess the economics of a transaction in addition to the compliance with legal requirements. If obtained, approvals will have expiration dates by which a transaction must be completed. Also, completed transactions must be reported to MOFCOM and some of the other agencies within a short period after closing or be subject to an unwinding of the transaction. It is expected that compliance with the regulations will be more time consuming than in the past, will be more costly for the Chinese parties and will permit the government much more extensive evaluation and control over the terms of the transaction. Therefore, acquisitions in China may not be able to be completed because the terms of the transaction may not satisfy aspects of the approval process and may not be completed, even if approved, if they are not consummated within the time permitted by the approvals granted.

Because the September 8, 2006 PRC merger and acquisition regulations permit various government agencies to have scrutiny over the economics of an acquisition transaction and require consideration in a transaction to be paid within stated time limits, we may not be able to negotiate a transaction that is acceptable to our shareholders or sufficiently protect their interests in a transaction.

The regulations have introduced aspects of economic and substantive analysis of the target business and the acquirer and the terms of the transaction by MOFCOM and the other governing agencies through submissions of an appraisal report, an evaluation report and the acquisition agreement, all of which form part of the application for approval, depending on the structure of the transaction. The regulations also prohibit a transaction at an acquisition price obviously lower than the appraised value of the Chinese business or assets. The regulations require that in certain transaction structures, the consideration must be paid within strict time periods, generally not in excess of a year. Because the Chinese authorities have been concerned with offshore transactions which converted domestic companies into foreign investment enterprises (FIEs) in order to take advantage of certain benefits, including reduced taxation, in China, the new regulations require new foreign sourced capital of not less than 25% of the domestic company’s post-acquisition capital in order to obtain FIE treatment. Accordingly, if a sufficient amount of foreign capital is not infused into the domestic company, it will not be eligible to obtain FIE treatment. In asset transactions there must be no harm of third parties and the public interest in the allocation of assets and liabilities being assumed or acquired. These aspects of the regulations will limit our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction structures involving trusts, nominees and similar entities are restricted. Therefore, we may not be able to negotiate a transaction with terms that will satisfy our investors and protect our shareholders interests in an acquisition of a Chinese business or assets.

The PRC merger and acquisition regulations of September 8, 2006 have introduced industry protection and anti-trust aspects to the acquisition of Chinese companies and assets which may limit our ability to effect an acquisition.

Under the PRC merger and acquisition regulations, acquisitions of Chinese domestic companies relating to “important industries” that may affect the national economic security or result in the transfer of “actual control” of companies having “famous Chinese brand names” or “well established Chinese brand names” must be reported and approved by the relevant agencies. The merger and acquisition regulations also provide for antitrust review requirements for certain large transactions or transactions involving large companies and roll-up transactions with the same effect in the relevant Chinese market. In addition, certain mergers and acquisitions among foreign companies occurring outside of the PRC could also be subject to antitrust review in China which is similar to U.S. anti-trust law concepts. Exemptions may be sought from the MOFCOM and SAIC. Notwithstanding the September 8, 2006, regulations, there is a draft anti-monopoly law being considered which may replace or supplement the above provisions. Any transaction that we contemplate will have to comply with these regulations and may require additional approval or abandonment if we are not able to satisfy the requirements of the governmental authorities. When we evaluate a potential transaction, we will consider the need to comply with these regulations which may result in our modifying or not pursuing a particular transaction.

The Ministry of Information Industry (MII) issued regulations that regulate and limit ownership and investment in internet and other value-added telecommunications businesses in China which may limit the type of businesses we will be able to acquire.

China’s information technology industry is heavily regulated by the Ministry of Information Industry, or MII. The MII has broad discretion and authority to regulate all aspects of the telecommunications and information technology industry in China, including granting licenses for telecommunications services, setting network equipment specifications and technical standards and drafting laws and regulations and promulgating rules related to the information technology industry. Any new regulations and changes in the presently extensive regulations may adversely affect us or any entity based in China we may acquire and the results of their respective operations.

The MII promulgated new rules in July 2006 which impose significant new requirements on foreign-invested internet and telecom service businesses and signal a policy shift toward greater scrutiny of companies operating in this area. The "Notice Regarding Strengthening Administration of Foreign Investment in Operation of Value-added Telecommunication Businesses" which became publicly available in late July 2006 presents significant issues for foreign-invested internet and other companies offering value-added telecom services. To date, these companies have relied on contractual mechanisms to conduct business through onshore affiliates that hold the value-added telecommunications, or VAT, license which is in turn required to conduct internet content-related business in China. This notice marks greater scrutiny of such arrangements. Since this notice was promulgated only relatively recently, the precise scope of its implementation remains unclear. However, the notice, by its terms, imposes significant new requirements on internet-related companies in China:

New applications for VAT licenses from companies which fail to comply with the new rules can be denied by MII.

Onshore entities which hold VAT licenses, or their shareholders, must also own related domain names and trademarks.

Firms which are deemed not in compliance with the new rules may have their ICP licenses revoked and withdrawn.

Companies seeking to list on overseas exchanges must obtain pre-approval from MII.

In the event we enter into a business combination with a Chinese entity that has failed or in the future fails to comply with the new MII rules could materially and adversely restrict or otherwise affect such companies’ businesses or its ability to go public and list on securities exchanges outside of China, which may diminish the value of our investment in them.

China has specific rules and regulations governing foreign investment enterprises.

China has adopted a broad range of laws, administrative rules and regulations that govern the conduct and operations of companies in China that receive capital from foreign investors (known as foreign investment enterprises or FIE’s). These laws, rules and regulations provide some incentives to encourage the flow of investment into China, but they also subject foreign investment enterprises to a set of restrictions that may not always apply to domestic companies in China. For example, foreign investment companies are prohibited or restricted from engaging in certain industries. While China has committed to loosen the restrictions on foreign investors in many industries after its entry into the WTO, many investment restrictions may still place any company we acquire at a disadvantage relative to PRC domestic companies and may adversely affect their competitive position. Moreover, as China’s legal system develops, the promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investment enterprises.

Exchange controls that exist in the PRC may limit our ability to utilize our cash flow effectively following a business combination.

Following a business combination with a PRC target company, we will be subject to the PRC’s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. Currently, (FIEs are required to apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.” Following a business combination, we will likely be an FIE as a result of our ownership structure. With such registration certificates, which need to be renewed annually, FIEs are allowed to open foreign currency accounts including a “basic account” and “capital account.” Currency conversion within the scope of the “basic account,” such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the SAFE. However, conversion of currency in the “capital account,” including capital items such as direct investment, loans and securities, still require approval of the SAFE. We cannot assure you the PRC regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges may limit our ability to use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.

Currency Related Risks

Any devaluation of currencies used in the PRC could negatively impact our target business' results of operations and any appreciation thereof could cause the cost of a target business as measured in dollars to increase.

Because our objective is to complete a business combination with a target business having its primary operating facilities located in the PRC, and because substantially all revenues and income would be received in a foreign currency such as Renminbi, or RMB, the main currency used in the PRC, the dollar equivalent of our net assets and distributions, if any, would be adversely affected by reductions in the value of the Renminbi. The value of the Renminbi fluctuates and is affected by, among other things, changes in the PRC's political and economic conditions. The conversion of Renminbi into foreign currencies such as the U.S. dollar has been generally based on rates set by the People's Bank of China. These rates are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets. The official exchange rate had remained stable over the past several years. However, China recently adopted a floating rate with respect to the Renminbi, with a 0.5% fluctuation. This floating exchange rate, and any appreciation of the Renminbi that may result from such rate, could cause the cost of a target business as measured in dollars to increase.

Changes in the PRC's currency policies may cause a target business' ability to succeed in the international markets to be diminished.

Until recently, China “pegged” its currency to the U.S. dollar. This meant that each unit of Chinese currency had a set ratio for which it could be exchanged for U.S. currency, as opposed to having a floating value like other countries' currencies. Many countries argued that this system of keeping the Chinese currency low when compared to other countries gave Chinese companies an unfair price advantage over foreign companies. Due to mounting pressure from other countries, the Chinese government recently announced that it is pegging the exchange rate of the Renminbi against a number of currencies, rather than just the U.S. dollar. As a result of this policy reform, target companies may be adversely affected since the competitive advantages that existed as a result of the former policies will cease. We cannot assure you that a target business with which we consummate a business combination will be able to compete effectively with the new policies in place.

Fluctuations in the value of the Renminbi relative to foreign currencies could affect our operating results.

Following a business combination, our payroll and other costs of non-U.S. operations will be payable in foreign currencies, primarily Renminbi. To the extent future revenue is denominated in non- U.S. currencies, we would be subject to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on our business, financial condition and operating results. The value of Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. As our operations will be primarily in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent we need to convert U.S. dollars into Chinese Renminbi for our operations (for instance, where we have been paid in U.S. dollars for our goods or services), appreciation of this currency against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for other business purposes (for instance, if the providers of goods or services located outside of China that we do business with require payment in U.S. dollars) and the U.S. dollar appreciates against this currency, the U.S. dollar equivalent of the Renminbi we convert would be reduced. The Chinese government recently announced that it is pegging the exchange rate of the Renminbi against a number of currencies, rather than just the U.S. dollar. Fluctuations in the Renminbi exchange rate could adversely affect our ability to find an attractive target business with which to consummate a business combination and to operate our business after a business combination.

If the PRC enacts regulations in our target business’ proposed industry segments which forbid or restrict foreign investment, our ability to consummate a business combination could be severely impaired.

Many of the rules and regulations companies face in China are not explicitly communicated. If new laws or regulations forbid foreign investment in industries in which we want to complete a business combination, they could severely limit the candidate pool of potential target businesses. Additionally, if the relevant Chinese authorities find us or the target business with which we ultimately complete a business combination to be in violation of any existing or future Chinese laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:

· revoking our business and other licenses;

· requiring that we restructure our ownership or operations; and

· requiring that we discontinue any portion or all of our business.

Because any target business in China with which we attempt to complete a business combination will be required to provide our shareholders with financial statements prepared in accordance with or reconciled to U.S. or international generally accepted accounting principles, the number of prospective target businesses may be limited.

In accordance with requirements of U.S. federal securities laws, in order to seek shareholder approval of a business combination, a proposed target business will be required to have certain financial statements which are prepared in accordance with, or which are reconciled to, either U.S. generally accepted accounting principles, or GAAP, or international generally accepted accounting principles, or IFRS. Accounting, financial and other reporting standards in China are not equivalent to those in the U.S. and certain Western European countries. Accordingly, less information may be available to investors. The financial statements of PRC portfolio companies generally will be prepared in accordance with PRC generally accepted accounting principles, which differ in certain important respects from both U.S. and international generally accepted accounting principles. To the extent a proposed target business does not have financial statements which have been prepared with, or which can be reconciled to, GAAP or IFRS, we will not be able to acquire that proposed target business. This may limit the pool of potential target businesses which we may acquire.

If our management following a business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws which could lead to various regulatory issues.

Following a business combination, our management will likely resign from their positions as officers of the company and the management of the target business at the time of the business combination will remain in place. We cannot assure you management of the target business will be familiar with U.S. securities laws. If new management is unfamiliar with our laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

If certain exemptions within the PRC regarding withholding taxes are removed, we may be required to deduct Chinese corporate withholding taxes from dividends we may pay to our shareholders following a business combination.

According to the PRC’s applicable income tax laws, regulations, notices and decisions related to foreign investment enterprises and their investors, the Applicable Foreign Enterprises Tax Law, income such as dividends and profits distribution from the PRC derived from a foreign enterprise which has no establishment in the PRC is subject to a 20% withholding tax, unless the relevant income is specifically exempted from tax under the Applicable Foreign Enterprises Tax Law. Currently, profits derived by a shareholder, such as through dividends, from an FIE is exempted. However, if the foregoing exemption is removed in the future following a business combination, we may be required to deduct certain amounts from dividends we may pay to our shareholders to pay corporate withholding taxes.

In the event our operating company is located in China, we will be subject to restrictions on dividend payments following consummation a business combination.

After we consummate a business combination, we may rely on dividends and other distributions from our operating company to provide us with cash flow and to meet our other obligations. Current regulations in China would permit our operating company in China to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our operating company in China will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. In addition, if our operating company in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

The legal authorities in China are in the process of evaluating tax and fee benefits provided to foreign investors and companies to encourage development within the country such that these benefits may be lessened or removed with the consequence that expenses may rise impacting margins and net income.

The legal authorities are evaluating tax and fee benefits that have been available to foreign investors and companies operating in China and tax holidays for new enterprises. It is anticipated, in the near term, there are going to be changes that substantially reduce or eliminate many, if not all, the tax and other governmental fee advantages that heretofore have been available to foreign entities and newly created entities whether or not such new entities are foreign. The goal is to institute greater equalization of tax and government fee treatment of all corporate and similar entities in China. China is being encouraged to create this more equal treatment because of its WTO obligations and public opinion within China. There may be phase-ins of various taxes and fees for entities that currently benefit from either no or lower tax rates and fees compared to wholly Chinese companies and entities, but there can be no assurance of this. Even if there are phase-in periods, the length of such periods is not known. Overall, it is expected that the cost of operating in China will increase for those companies and entities that have had various tax and fee advantages in the past.

According to the PRC's applicable income tax laws, regulations, notices and decisions related to foreign investment enterprises and their investors, or (the Applicable Foreign Enterprises Tax Law, income such as dividends and profits distribution from the PRC derived from a foreign enterprise which has no establishment in the PRC is subject to a 20% withholding tax, unless the relevant income is specifically exempted from tax under the Applicable Foreign Enterprises Tax Law. Currently, profits derived by a shareholder, such as through dividends from a foreign investment enterprise, or FIE, are exempted. However, if the foregoing exemption is removed in the future following a business combination, we may be required to deduct certain amounts from dividends we may pay to our shareholders to pay corporate withholding taxes.

Recent regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that may limit or adversely effect our ability to acquire PRC companies.

Regulations were issued on January 24, 2005, on April 8, 2005 and on November 21, 2005, by the SAFE, that will require approvals from, and registrations with, PRC government authorities in connection with direct or indirect offshore investment activities by PRC residents and PRC corporate entities; however, there has been a recent announcement that such regulations may be partially reversed. The SAFE regulations retroactively require approval and registration of direct or indirect investments previously made by PRC residents in offshore companies. In the event that a PRC shareholder with a direct or indirect stake in an offshore parent company fails to obtain the required SAFE approval and make the required registration, the PRC subsidiaries of such offshore parent company may be fined, sanctioned or otherwise prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. Further, failure to comply with the various SAFE approval and registration requirements described above, as currently drafted, could result in liability under PRC law for foreign exchange evasion. More recently, however, new regulations have been drafted that would partially reverse the policy that requires Chinese companies to obtain permission from SAFE to own overseas corporate entities.

As a result of the lack of implementing rules, the uncertainty as to when the new draft regulations will take effect, and uncertainty concerning the reconciliation of the new regulations with other approval requirements, it remains unclear how these existing regulations, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. We are committed to complying with the relevant rules. As a result of the foregoing, we cannot assure you that we or the owners of the target business we intend to acquire, as the case may be, will be able to complete the necessary approval, filings and registrations for a proposed business combination. This may restrict our ability to implement our business combination strategy and adversely affect our operations.

There is government regulation of stock options issued by companies that list outside China.

On March 28, 2007, the State Administration of Foreign Exchange (SAFE) promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Companies, or the Stock Option Rule. Under the Stock Option Rule, PRC citizens who are granted stock options by an overseas publicly-listed company are required, through a PRC agent or PRC subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. As a result, any company we acquire will, in all likelihood, together with the PRC employees of such companies who have been granted stock options, be subject to the Stock Option Rule. Failure to comply with these regulations could result in fines and legal sanctions. In addition, since there is not yet a clear regulation on how and whether PRC employees can exercise stock options granted by overseas private companies, it is uncertain how SAFE or other government authorities will interpret or administrate such regulations. Accordingly, it is not possible to predict how any such exercises by option holders will affect such companies’ business or operations. For example, such companies could be subject to more stringent review and approval processes with respect to their foreign exchange activities in general, such as remittance of dividends and foreign-currency-denominated borrowings, which may materially and adversely affect their results of operations and financial condition.

Epidemics or other public health risks may impact our operating results and future performance.

Adverse public health epidemics can disrupt businesses and national economies. For example, between December 2002 and July 2003, China and certain other countries experienced an outbreak of SARS. Since 2005, there have been reports on the occurrences of avian flu in various parts of China, including a number of confirmed human cases. Any prolonged outbreak of avian flu, SARS or other adverse public health developments in China could cause government authorities to impose restrictions on shipments of products outside China and/or sales and marketing efforts by such companies and their distributors, or to require such companies to suspend for extended periods, or close, manufacturing or other facilities. Any such adverse public health development could severely disrupt the business and operations of any company we acquire.

Risks Associated with the Technology Sector

As mentioned elsewhere herein, our primary interest is in seeking a business combination with a company in the technology sector, although we may seek a business combination with a company in any industry. Below are some of the risks that we may face if we consummate a business combination in the technology industry.

The technology sector is highly competitive and we may not be able to compete effectively which could adversely affect our revenues and profitability following a business combination.

The technology industry is rapidly evolving and intensely competitive. We expect competition to continue and intensify in the future. Many of the competitors we expect to face following a business combination may have significantly greater financial, technical, marketing and other resources than we do. Many of our potential competitors have a significantly broader market presence and greater experience than we have. These advantages will allow them to expend considerably more of their resources in an attempt to generate revenue, and may allow them to use their greater resources more effectively than we can. Accordingly, these competitors may be able to take advantage of market opportunities and withstand market downturns better than we can. We believe the competition we would face would be based primarily on the following factors:

·	timely introduction of new technologies; and

·	product positioning.

Some of these competitors may also offer a wider range of services than we can and have greater name recognition and a larger client base. These competitors may be able to respond more quickly to new or changing opportunities, technologies and client requirements. They may also be able to undertake more extensive promotional activities, offer more attractive terms to clients, and adopt more aggressive pricing policies. If we are unable to compete effectively, it could harm our future business prospects.

We may not recoup the cost of developing new products.

	Without Over-Allotment Option		Over-Allotment Option Exercised
Gross proceeds
Gross proceeds from units offered to the public	$	36,000,000	$	41,400,000
Gross proceeds from warrants offered in the private placement	$	1,500,000	$	1,500,000

Offering expenses (1)
Underwriting discount (2)	$	1,440,000	$	1,656,000
Deferred underwriting compensation (3)	$	1,080,000	$	1,242,000
Legal fees and expenses (including blue sky services and expenses)	$	275,000	$	275,000
Printing and engraving expenses	$	50,000	$	50,000
Accounting fees and expenses	$	50,000	$	50,000
SEC registration fee	$	3,141	$	3,141
FINRA registration fee	$	8,492	$	8,492
Miscellaneous expenses	$	13,367	$	13,367

Net Proceeds
Held in trust for our benefit	$	34,330,000	$	39,352,000
Not held in trust	$	250,000	$	250,000
Total net proceeds	$	34,580,000	$	39,602,000


Adjustments
Deferred underwriting compensation to be held in trust	$	1,080,000	$	1,242,000

Total held in trust - $7.87 per unit	$	35,410,000	$	40,594,000

Use of net proceeds not held in trust ($250,000) and up to a maximum of $1,250,000 of after tax interest earned on the trust account that may be released to us (4)
Legal, accounting and other expenses attendant to the structuring and negotiation of a business combination (5)	$	120,000		8	%
Due diligence, identification and research of prospective target businesses and reimbursement of out of pocket expenses of management	$	300,000		20	%
Payment to Infinity - CSVC Partners, Ltd. for administrative services and support ($7,500 per month for 2 years) (6)	$	180,000		12	%
Legal and accounting fees relating to SEC reporting obligations	$	150,000		10	%
Working capital to cover miscellaneous expenses, D&O insurance and reserves	$	750,000		50	%
Total	$	1,500,000		100	%

Public offering price				$	8.00
Net tangible book value before this offering	$	(0.26	)
Increase attributable to new investors		5.71
Pro forma net tangible book value after this offering					5.45
Dilution to new investors				$	2.55

	Shares Purchased (1)					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			Per Share

Existing shareholders		1,125,000		20	%	$	25,000		0.07	%	$	0.022
New investors (2)		4,500,000		80	%	$	36,000,000		99.93	%	$	8.00
Total		5,625,000		100	%	$	36,025,000		100	%

Numerator:
Net tangible book value before the offering and private placement	$	(291,950	)
Net proceeds from this offering and the private placement		35,012,000
Offering costs excluded from tangible book value before this offering and the private placement		305,000
Less: Proceeds held in trust subject to redemption for cash at $7.87 per share (1)		(14,163,992	)
	$	20,861,058
Denominator:
Ordinary shares outstanding prior to the offering		1,125,000⁽²	⁾
Ordinary shares included in the units offered		4,500,000
Less: Shares subject to redemption		(1,799,999	)
		3,825,001

	November 30, 2007
	Actual			As Adjusted (1)

Notes payable(2)	$	49,750		$	—
Ordinary shares, $0.0001 par value, -0- and 1,799,999 shares which are subject to possible redemption, shares at redemption value (3)	$	—		$	14,163,992
Shareholders’ equity:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding	$	—		$	—
Ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 1,293,750 shares issued and outstanding; 5,625,000 shares issued and outstanding (excluding 1,799,999 shares subject to possible redemption), as adjusted (4)	$	129		$	563
Additional paid-in capital (4)	$	24,871		$	20,860,495
Deficit accumulated during the development stage	$	(11,950	)	$

Total shareholders’ equity	$	13,050		$	20,861,058

Total capitalization	$	62,800		$	35,025,050

·	delays in shipping;

·	cancellation of orders;

·	additional warranty and insurance expense;

·	delays in the collection of receivables;

·	product returns;

·	increased risk of litigation and liability exposure;

·	loss of market acceptance of our products;

·	diversion of research and development resources from new product development; and

·	inventory write-downs.

·	changes in foreign programs and policies;

·	changes in foreign regulatory, duty, tax or other requirements;

·	local product requirements;

·	longer-term receivables than are typical in the U.S.;

·	fluctuations in foreign currency exchange rates;

·	less protection of intellectual property in some countries outside of the U.S.;

·	trade protection measures and import and export regulations and requirements;

·	work force instability;

·	political and economic instability; and

·	complex tax and cash management issues.

·	include provisions that allow the government agency to terminate the contract without penalty under some circumstances;

·	be subject to purchasing decisions of agencies that are subject to political influence;

·	include bonding requirements;

·	contain onerous procurement procedures; and

·	be subject to cancellation or reduction if government funding becomes unavailable or is cut back.

	2001		2002		2003		2004		2005		CAGR (2001- 2005)
Real GDP (in billions of RMB) ⁽¹⁾		5,419		5,911		6,504		7,160		7,869		9.8	%
Real GDP per capita (in RMB) ⁽¹⁾		4,246		4,602		5,033		5,508		6,018		9.1	%
Disposable income per capita (in US$) ⁽¹⁾		490		546		603		682		759		11.5	%

	2006		2007		2008		2009		2010		CAGR (2006- 2010)
Real GDP (in billions of RMB) ⁽¹⁾		8,619		9,306		10,034		10,787		11,570		7.6	%
Real GDP per capita (in RMB) ⁽¹⁾		6,554		7,034		7,538		8,070		8,618		7.1	%
Disposable income per capita (in US$) ⁽¹⁾		854		964		1,050		1,130		1,220		9.3	%

	Terms of Our Offering	Terms Under a Rule 419 Offering

Escrow of offering proceeds	$35,410,000 of the net offering proceeds and private placement proceeds (including up to $1,080,000 of deferred underwriting discount and commissions payable to the underwriters upon consummation of a business combination) will be deposited into a trust account at American Stock Transfer & Trust Company maintained by [ ].	$28,800,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	The $35,410,000 of net offering proceeds and the private placement proceeds held in trust will only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of one hundred and eighty days or less or money market funds meeting certain criteria.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the U.S.

Limitation on fair value or net assets of target business	The initial target business or businesses that we acquire must have an aggregate fair market value equal to at least 80% of the amount in our trust account (less the deferred underwriting discount and commissions and taxes payable) at the time of such transaction.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The units shall commence trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units shall begin to trade separately on the tenth business day (or as soon as practicable thereafter) following the earlier of (i) the expiration or termination of the underwriters’ over-allotment option or (ii) its exercise in full, subject in each case to our having filed a Current Report on Form 6-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the private placement, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised on the date of this prospectus, and having issued a press release announcing when such separate trading will begin.	No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the later of the completion of a business combination or one year from the date of this prospectus and, accordingly, will only be exercised after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will give our shareholders the opportunity to vote on the extended period, if any, and our proposed initial business combination. In connection with seeking shareholder approval, we will send each shareholder a proxy statement containing information required by the SEC. A shareholder following the procedures described in this prospectus is given the right to redeem his or her shares for $7.87 per share (plus a portion of the interest earned on the trust account, but net of (i) taxes payable on interest earned and (ii) up to $1,250,000 of interest income released to us to fund our working capital). However, a shareholder who does not follow these procedures or a shareholder who does not take any action would not be entitled to the return of any funds. Interest will be payable to public shareholders redeeming in connection with such vote pro rata, net of amounts previously released to us and taxes payable.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a shareholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45^thbusiness day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

Business combination deadline	A business combination must occur within 24 months after the date of this prospectus, or 36 months in the event the extended period is approved. If a business combination does not occur in such timeframe, we will liquidate and return the amounts in trust to our public shareholders.	If a business combination has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.

Release of funds	The proceeds held in the trust account will not be released until the earlier of the date of the vote to approve the extended period, the date of consummation of our initial business combination or upon our failure to complete a business combination within the allotted time except that to the extent the trust account earns interest we are permitted from time to time to receive disbursements of that interest for the purposes of (i) paying taxes and (ii) funding working capital up to $1,250,000.	The proceeds held in the trust account, including all of the interest earned thereon (after taxes payable) would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within 18 months. See “Risk Factors—Risks associated with our business—You will not be entitled to protections normally afforded to investors of blank check companies.” In the event a business combination was not consummated within 18 months, proceeds held in the trust account would be returned within 5 business days of such date.

Interest earned on funds in trust	Up to $1,250,000 of the interest earned on the trust account may be released to us to fund our working capital requirements. In addition, interest earned may be disbursed for the purpose of paying taxes.	The interest earned on proceeds held in trust (after taxes payable) would be held for the sole benefit of investors, and we would be unable to access such interest for working capital purposes.

Name	Age	Position
Amir Gal-Or	45	Co-Chief Executive Officer, Co-President and Co-Chairman
Avishai Silvershatz	50	Co-Chief Executive Officer, Co-President and Co-Chairman
Ariel Poppel	54	Chief Financial Officer
Wang Wei	41	Director
Julia Li	41	Director

			Approximate Percentage of Outstanding Ordinary shares
Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership (2)		Before the Offering			After the Offering (3)

Infinity I-China Fund (Cayman), L.P. (4)		573,325		44.32	%		8.86	%
Infinity I-China Fund (Israel), L.P. (4)		391,812		30.28	%		6.1	%
Infinity I-China Fund (Israel 2), L.P. (4)		328,613		25.40	%		5.04	%
Amir Gal-Or, Co-Chief Executive Officer, Co-President and Co-Chairman (4)		1,293,750		100	%		20	%
Avishai Silvershatz, Co-Chief Executive Officer, Co-President and Co-Chairman (4)		1,293,750		100	%		20	%
Ariel Poppel, Chief Financial Officer		0		—			—
Wang Wei, Director		0		—			—
Julia Li, Director		0		—			—

All directors and executive officers as a group (5 individuals)		1,293,750		100	%		20	%

Name	Number of Shares	Relationship to Us (1)
Infinity I-China Fund (Cayman), L.P.	573,325	Sponsor
Infinity I-China Fund (Israel), L.P.	391,812	Sponsor
Infinity I-China Fund (Israel 2), L.P.	328,613	Sponsor

	Cayman Islands		Delaware

	Shareholder Meetings

·	Held at a time and place as designated in the amended and restated Memorandum and Articles of Association	·	May be held at such time or place as designated in the certificate of incorporation or the by-laws, or if not so designated, as determined by the board of directors

·	May be held within or without the Cayman Islands	·	May be held within or without Delaware

·	Notice:	·	Notice:

	· Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting		· Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any

	· Acopy of the notice of any meeting shall be given personally or sent by mail as designated in the amended and restated Memorandum and Articles of Association		· Written notice shall be given not less than 10 nor more than 60 days before the meeting

	Shareholders’ Voting Rights

l	Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote if permitted by the amended and restated Memorandum and Articles of Association	l	Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote

l	Any person authorized to vote may authorize another person or persons to act for him by proxy if permitted by the amended and restated Memorandum and Articles of Association		Any person authorized to vote may authorize another person or persons to act for him by proxy

·	Quorum is as designated in the amended and restated Memorandum and Articles of Association.	·	For stock corporations, certificate of incorporation or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum

·	The amended and restated Memorandum and Articles of Association may provide for cumulative voting in the election of directors	·	For non-stock companies, certificate of incorporation or by-laws may specify the number of members to constitute a quorum. In the absence of this, one-third of the members shall constitute a quorum

		·	The certificate of incorporation may provide for cumulative voting

Directors

·	Board must consist of at least one member	·	Board must consist of at least one member

·	Maximum number of directors can be changed by an amendment to the amended and restated Memorandum and Articles of Association.	·	Number of board members shall be fixed by the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate

·	If the board is authorized to change the number of directors actually appointed, provided that the number still falls within the maximum and the minimum number of directors as set out in the Memorandum and Articles of Association, it can do so provided that it complies with the procedure set out in the Memorandum and Articles of Association.

Fiduciary Duties

·	In summary, Directors and officers owe the following fiduciary duties:	·	Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.

·	Duty to act in good faith in what the directors believe to be in the best interests of the company as a whole;	·	Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.

·	Duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;	·	Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the ‘‘business judgment rule.”

·	Directors should not improperly fetter the exercise of future discretion

·	Duty to exercise powers fairly as between different sections of shareholders;

·	Duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

·	Duty to exercise independent judgment

·	In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as “a reasonably diligent person having both:

·	the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and

·	the general knowledge, skill and experience that that director has”.

·	As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of his position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated Articles of Association or alternatively by shareholder approval at general meetings.

Shareholders’ Derivative Actions

·	Generally speaking, the company is the proper plaintiff in any action. Derivative actions brought by one or more of the registered shareholders may only be brought with the leave of the Grand Court where the following circumstances apply:	·	In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.

·	Those who control the company have refused a request by the shareholders to move the company to bring the action;	·	Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.

·	Those who control the company have refused to do so for improper reasons such that they are perpetrating a “fraud on the minority” (this is a legal concept and is different to “fraud” in the sense of dishonesty);	·	Such action shall not be dismissed or compromised without the approval of the Chancery Court.

·	A company is acting or proposing to act illegally or beyond the scope of its authority;	·	If we were a Delaware corporation, a shareholder that redeemed his, her or its ordinary shares, or whose ordinary shares were canceled in connection with our dissolution, would not be able to bring a derivative action against us after the shares have been redeemed or canceled.

·	The act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained;

·	The individual rights of the plaintiff shareholder have been infringed or are about to be infringed;

·	Once a shareholder has relinquished his, her or its shares (whether by redemption or otherwise), it is generally the case that they could no longer bring a derivative action as they would no longer be a registered shareholder.

	•	an individual who is a citizen or resident of the U.S.;

	•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the U.S., any state thereof or the District of Columbia;

	•	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	•	a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Underwriters	Number of Units
Morgan Joseph & Co. Inc.

Legend Merchant Group

Total		4,500,000

	Per Unit		Without Option		With Option
Public offering price	$	8.00	$	36,000,000	$	41,400,000
Discount (1)	$	0.32	$	1,440,000	$	1,656,000
Deferred discount (2)	$	0.24	$	1,080,000	$	1,242,000
Proceeds before expenses (3)	$	7.44	$	33,480,000	$	38,502,000

	Page

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

Tel-Aviv, Israel	/s/ Ziv Haft

December 31, 2007	Certified Public Accountants (Isr.)

	BDO member firm

	November 30, 2007

ASSETS

Current Assets:
Shareholder subscription receiveable	$	25,000
Total current assets		25,000

Deferred offering costs (Note 3)		305,000

Total assets	$	330,000

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Accrued expenses	$	267,200
Loans from related party (Note 4)		49,750
Total current liabilities	$	316,950

Commitments (Note 5)

Shareholders’ Equity: (Notes 6, 7 and 8)
Ordinary shares – $.0001 par value; 20,000,000 authorized; 1,293,750 issued and outstanding	$	129
Additional paid-in capital		24,871
Deficit accumulated during the development stage	$	(11,950	)

Total shareholders’ equity		13,050

Total liabilities and shareholders’ equity	$	330,000

	For the period from November 9 ,2007 (inception) to November 30 ,2007

Professional expenses	$	11,950

Net loss for the period	$	11,950

Weighted average number of shares outstanding, basic and diluted		1,293,750

Net loss per share, basic and diluted	$	—

	Ordinary Shares
	Shares		Amount		Additional Paid in Capital		Deficit Accumulated During the Development Stage			Total

Issuance of Ordinary Shares to initial shareholders on November 9, 2007 (inception) $0.0001 per share		1,293,750	$	129	$	24,871	$	-		$	25,000

Net loss for the period		-		-		-		(11,950	)		(11,950	)

Balance as of November 30, 2007		1,293,750	$	129	$	24,871	$	(11,950	)	$	13,050

	For the period from November 9, 2007 (inception) to November 30, 2007

Cash flows from operating activities:

Net loss	$	(11,950	)

Net cash used in operating activities	$	(11,950	)

Cash flows from financing activities:

Proceeds from loans from related party		49,750
Payment of deferred offering costs		(37,800	)

Net cash provided by financing activities	$	11,950

Increase in cash	$	—
Cash at the beginning of the period		—

Cash at the end of the period	$	—
Supplemental schedule of non-cash financing activity:
Issuance of ordinary shares	$	25,000
Accrual of offering costs	$	267,200

Prospectus Summary			1
Summary Financial Data			17
Risk Factors			18
Use of Proceeds			56
Dilution			59
Capitalization			61
Management’s Discussion and Analysis of Financial Condition and Results of Operations			62
Proposed Business			65
Management			83
Principal Shareholders			89
Certain Relationships and Related Transactions			92
Description of Securities			95
Cayman Islands Company Considerations			100
Shares Eligible for Future Sale			103
Taxation			107
Note on Enforceability of Civil Liabilities			114
Legal Matters			119
Experts			119
Where You Can Find Additional Information			119
Index to Financial Statements			F-1

Shareholders		Number of Shares
Infinity I-China Fund (Cayman), L.P.		573,325
Infinity I-China Fund (Israel), L.P.		391,812
Infinity I-China Fund (Israel 2), L.P.		328,613

Exhibit No.		Description

1.1		Form of Underwriting Agreement.
3.1		Memorandum and Articles of Association.
3.2		Amended and Restated Memorandum and Articles of Association. *
4.1		Specimen Unit Certificate. *
4.2		Specimen Ordinary Share Certificate. *
4.3		Specimen Warrant Certificate. *
4.4		Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant.
4.5		Form of Unit Option Purchase Agreement between the Registrant and the Underwriters.
5.1		Opinion of Ellenoff Grossman & Schole LLP. *
10.1.1		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P. and Infinity I-China Fund (Israel 2), L.P.
10.1.2		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Amir Gal-Or.
10.1.3		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Avishai Silvershatz.
10.1.4		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Ariel Poppel.
10.1.5		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Wang Wei.
10.1.6		Form of Letter Agreement among the Registrant, Morgan Joseph & Co. Inc., Legend Merchant Group and Julia Li.
10.2		Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.
10.3		Form of Securities Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Initial Securityholders.
10.4		Form of Registration Rights Agreement among the Registrant and the Initial Securityholders.
10.5		Lease/Office Services Agreement by and between the Registrant and Infinity-CSVC Partners, Ltd. *
10.6		Subscription Agreement between the Registrant and Sponsors.

10.8		Right of First Refusal Agreement by and among Infinity I-China Fund Partners, Ltd., Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P. and Infinity I-China Fund (Israel 2), L.P. *
23.1		Consent of Ziv Haft.
23.2		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1). *
99.1		Code of Ethics. *

	INFINITY I-CHINA ACQUISITION CORPORATION

	By:	/s/ Amir Gal-Or
		Name: Amir Gal-Or Title: Co-Chief Executive Officer, Co-President and Co-Chairman (Co-Principal Executive Officer)

	By:	/s/ Avishai Silvershatz
		Name: Avishai Silvershatz Title: Co-Chief Executive Officer, Co-President and Co-Chairman (Co-Principal Executive Officer)

Name	Position	Date

/s/ Amir Gal-Or	Co-Chief Executive Officer, Co-President and Co-Chairman	March 4, 2008
Amir Gal-Or	(Co-Principal Executive Officer)

/s/ Avishai Silvershatz	Co-Chief Executive Officer, Co-President and Co-Chairman	March 4, 2008
Avishai Silvershatz
		March 4, 2008
/s/ Ariel Poppel	Chief Financial Officer
Ariel Poppel	(Principal Financial and Accounting Officer)

/s/ Wang Wei	Director	March 4, 2008
Wang Wei

/s/ Julia Li	Director	March 4, 2008
Julia Li