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                                                    As filed with the Securities and Exchange Commission on June 13, 2007
                                                                                                                                                         File No. 333-141398

                                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                        Washington, D.C. 20549


                                                                          AMENDMENT NO 3
                                                                               TO
                                                                               Form S-1
                                                                  REGISTRATION STATEMENT
                                                                           UNDER
                                                                  THE SECURITIES ACT OF 1933



                                    ALDABRA 2 ACQUISITION CORP.
                                                              (Exact name of registrant as specified in its charter)


                            Delaware                                                    6770                                                 20-8356960
                  (State or other jurisdiction of                          (Primary Standard Industrial                                   (I.R.S. Employer
                 incorporation or organization)                            Classification Code Number)                                 Identification Number)




                                                                     c/o Terrapin Partners LLC
                                                                   540 Madison Avenue, 17th Floor
                                                                     New York, New York 10022
                                                                           (212) 710-4100
                              (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)




                                                                    Jason Weiss, Chief Executive Officer
                                                                          c/o Terrapin Partners LLC
                                                                      540 Madison Avenue, 17th Floor
                                                                         New York, New York 10022
                                                                                (212) 710-4100
                                      (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                                    Copies to:


                                 David Alan Miller, Esq.                                                              Raymond B. Check, Esq.
                                 Jeffrey M. Gallant, Esq.                                                      Cleary Gottlieb Steen & Hamilton LLP
                                     Graubard Miller                                                                    One Liberty Plaza
                                  The Chrysler Building                                                             New York, New York 10006
                                  405 Lexington Avenue                                                                     (212) 225-2000
                               New York, New York 10174                                                             (212) 255-3999 — Facsimile
                                      (212) 818-8800
                               (212) 818-8881 — Facsimile




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

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

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



                                                              CALCULATION OF REGISTRATION FEE



                                                                                                       Proposed Maximum         Proposed Maximum
                        Title of Each Class of                                 Amount being             Offering Price Per      Aggregate Offering           Amount of
                      Security being Registered                                 Registered                 Security(1)               Price(1)              Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par
  value, and one Warrant(2)                                                 34,500,000 Units                  $10.00               $345,000,000               $10,591.50
Shares of Common Stock included as part of the Units                        34,500,000 Shares                   —                       —                       —(3)
Warrants included as part of the Units                                     34,500,000 Warrants                  —                       —                       —(3)
Shares of Common Stock underlying the Warrants included in the
  Units(4)                                                                   34,500,000 Shares                $7.50                $258,750,000               $7,943.63
  Total                                                                                                                            $603,750,000             $18,535.13(5)


(1)    Estimated solely for the purpose of calculating the registration fee.
(2)    Includes 4,500,000 Units and 4,500,000 shares of Common Stock and 4,500,000 Warrants underlying such Units which may be issued on exercise of a 45-day
       option granted to the Underwriters to cover over-allotments, if any.
(3)    No fee required pursuant to Rule 457(g).
(4)    Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or
       similar transactions as a result of the anti-dilution provisions contained in the Warrants.
(5)    $13,139.60 of the filing fee has been previously paid.




      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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     The information in this preliminary 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 is not
     soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                                                                                                                    Filed pursuant to Rule 424A
                                                                                                                     SEC File No.: 333-141398
                                                 SUBJECT TO COMPLETION, JUNE 13, 2007
    PRELIMINARY PROSPECTUS
                                                                 $300,000,000




                                                              30,000,000 Units
        Aldabra 2 Acquisition Corp. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock
    exchange, asset acquisition or other similar business combination with an operating business . Our efforts in identifying a prospective
    target business will not be limited to a particular industry. We do not have any specific business combination under consideration and
    we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with
    respect to such a transaction.

        This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one share of
    our common stock and one warrant. Each warrant entitles the holder to purchase one share of our common stock at a price of $7.50.
    Each warrant will become exercisable on the later of our completion of a business combination and              , 2008 [one year from the
    date of this prospectus] , and will expire on          , 2011 [four years from the date of this prospectus] , or earlier upon redemption.

        We have granted Lazard Capital Markets LLC, the representative of the underwriters, a 45-day option to purchase up to
    4,500,000 units (over and above the 30,000,000 units referred to above) solely to cover over-allotments, if any. The over-allotment
    will be used only to cover the net syndicate short position resulting from the initial distribution.

        Nathan Leight, our chairman of the board, and Jason Weiss, our chief executive officer, secretary and director, have committed to
    purchase from us an aggregate of 3,000,000 warrants at $1.00 per warrant (for a total purchase price of $3,000,000). These purchases
    will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive
    from the purchases will be placed in the trust account described below. The ―insider warrants‖ to be purchased by these individuals
    will be identical to warrants underlying the units being offered by this prospectus except that the insider warrants (i) will be
    exercisable on a cashless basis, (ii) may be exercised whether or not a registration statement relating to the common stock issuable
    upon exercise of the warrants is effective and current and (iii) will not be redeemable by us so long as they are still held by the
    purchasers or their affiliates. The purchasers of the insider warrants have agreed that the insider warrants will not be sold or transferred
    by them (except in certain cases) until the later of       , 2008 [one year from the date of this prospectus] and 60 days after the
    consummation of our business combination.

         There is presently no public market for our units, common stock or warrants. We have applied to have the units listed on the
    American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the
    symbol AII.U on or promptly after the date of this prospectus. Assuming that the units are listed on the American Stock Exchange,
    once the securities comprising the units begin separate trading, the common stock and warrants will be listed on the American Stock
    Exchange under the symbols AII and AII.WS, respectively. We cannot assure you that our securities will be listed or will continue to
    be listed on the American Stock Exchange.

        Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 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.

                                                                                 Public           Underwriting discount           Proceeds, before
                                                                             offering price        and commissions(1)              expenses, to us
    Per unit                                                             $           10.00       $                0.70        $             9.30
    Total                                                                $     300,000,000       $          21,000,000        $      279,000,000
 (1) Of the underwriting discount and commissions, $9,000,000 ($0.30 per unit) is being deferred by the underwriters and will not be payable by us to the
     underwriters unless and until we consummate a business combination.

    $287,060,000 of the net proceeds of this offering (including the $9,000,000, or $0.30 per unit, of underwriting discounts and
commissions payable to the underwriters in this offering which are being deferred by them until we consummate a business
combination), plus the additional aggregate $3,000,000 we will receive from the purchase of the insider warrants simultaneously with
the consummation of this offering, for an aggregate of $290,060,000 (or approximately $9.67 per unit sold to the public in this
offering), will be deposited into a trust account at Wells Fargo, maintained by Continental Stock Transfer & Trust Company acting as
trustee. These funds will not be released to us until the earlier of the completion of a business combination and our liquidation (which
may not occur until        , 2009 [twenty four months from the date of this prospectus] ).

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

                                                 LAZARD CAPITAL MARKETS
                                                           PALI CAPITAL, INC.
                                                          LADENBURG THALMANN & CO. INC.
                                                                                 EARLYBIRDCAPITAL, INC.
                                                                                 , 2007
                                                  Table Of Contents


                                                                                        Page


Prospectus Summary                                                                        1
Summary Financial Data                                                                   13
Risk Factors                                                                             14
Use of Proceeds                                                                          26
Dilution                                                                                 30
Capitalization                                                                           32
Management’s Discussion and Analysis of Financial Condition and Results of Operations    33
Proposed Business                                                                        35
Management                                                                               50
Principal Stockholders                                                                   58
Certain Relationships and Related Transactions                                           60
Description of Securities                                                                61
Underwriting                                                                             66
Legal Matters                                                                            68
Experts                                                                                  68
Where You Can Find Additional Information                                                68
Index to Financial Statements                                                           F-1
  EXHIBIT 1.1
  EXHIBIT 3.1
  EXHIBIT 4.4
  EXHIBIT 5.1
  EXHIBIT 10.6
  EXHIBIT 10.7
  EXHIBIT 23.1
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                                                               PROSPECTUS SUMMARY

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

                    •   references to “we,” “us” or “our company” refer to Aldabra 2 Acquisition Corp.;

                    •   “initial stockholders” or “existing stockholders” refers to all of our stockholders prior to this offering, including
                        all of our officers and directors;

                    •   “initial shares” refers to the 8,625,000 shares of common stock that our initial stockholders originally purchased
                        from us for $25,000 in February 2007;

                    •   “insider warrants” refers to the 3,000,000 warrants we are selling privately to Nathan Leight and Jason Weiss
                        upon consummation of this offering;

                    •   the term “public stockholders” means the holders of the shares of common stock which are being sold as part of
                        the units in this public offering (whether they are purchased in the public offering or in the aftermarket), including
                        any of our existing stockholders to the extent that they purchase such shares;

                    •   the information in this prospectus assumes that the representative of the underwriters will not exercise its
                        over-allotment option; and

                    •   gives retroactive effect to a stock dividend of 0.5 shares of common stock for each outstanding share of common
                        stock on June 12, 2007.

                  You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you
             with different information. We have applied to have our securities listed on the American Stock Exchange, thereby providing
             a state blue sky exemption in every state. However, notwithstanding the foregoing, we are not making an offer of these
             securities in any jurisdiction where the offer is not permitted.

                 We are a blank check company organized under the laws of the State of Delaware on February 1, 2007. We were
             formed with the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business
             combination with an operating business. To date, our efforts have been limited to organizational activities.

                  Our efforts in identifying a prospective target business will not be limited to a particular industry, although we intend to
             focus our efforts on seeking a business combination with a portfolio company currently held by a private equity firm
             specializing in either leveraged buyouts or venture capital.

                  We do not have any specific business combination under consideration. Our officers and directors have neither
             individually identified or considered a target business nor have they had any discussions regarding possible target businesses
             amongst themselves or with our underwriters or other advisors. We have not (nor has anyone on our behalf) contacted any
             prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction.
             We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any
             candidates) with respect to a possible acquisition transaction with our company. Additionally, we have not, nor has anyone
             on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we
             engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

                  We will have until          , 2009 [twenty four months from the date of this prospectus] to consummate a business
             combination. If we are unable to consummate a business combination by such date, our corporate existence will cease by
             operation of corporate law (except for the purposes of winding up our affairs and liquidating). Our initial business
             combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of our
             net assets (all of our assets, including the funds held in the trust account, less our liabilities) at the time of such acquisition,
             although this may entail simultaneous acquisitions of several operating businesses. The fair market value of the target will be
             determined by our board of directors based upon one or more standards generally accepted by the financial

                                                                           1
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             community (which may include actual and potential sales, earnings, cash flow and/or book value). If our board is not able to
             independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an
             unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria.

                   We anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business.
             We may, however, structure a business combination to acquire less than 100% of such interests or assets of the target
             business but will not acquire less than a controlling interest (which would be at least 50% of the voting securities of the
             target business). If we acquire only a controlling interest in a target business or businesses, the portion of such business that
             we acquire must have a fair market value equal to at least 80% of our net assets. If we determine to simultaneously acquire
             several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our
             purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more
             difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face
             additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
             investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the
             operations and services or products of the acquired companies in a single operating business.

                   The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80%
             of our net assets. In order to consummate such a business combination, we may issue a significant amount of our debt or
             equity securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt or
             equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate a business
             combination. If we issue securities in order to consummate a business combination, our stockholders could end up owning a
             minority of the combined company as there is no requirement that our stockholders own a certain percentage of our company
             after our business combination. Since we have no specific business combination under consideration, we have not entered
             into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

                 Our executive offices are located at c/o Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York, New
             York 10022 and our telephone number is (212) 710-4100.


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                                                       THE OFFERING

             Securities offered                  30,000,000 units, at $10.00 per unit, each unit consisting of:

                                                 • one share of common stock; and

                                                 • one warrant.

                                                 The units will begin trading on or promptly after the date of this prospectus.
                                                 Each of the common stock and warrants may trade separately on the 90
                                                 th day after the date of this prospectus unless Lazard Capital Markets
                                                 determines that an earlier date is acceptable. In no event will Lazard Capital
                                                 Markets allow separate trading of the common stock and warrants until we
                                                 file an audited balance sheet reflecting our receipt of the gross proceeds of
                                                 this offering. We will file a Current Report on Form 8-K with the Securities
                                                 and Exchange Commission, including an audited balance sheet, promptly
                                                 upon the consummation of this offering, which is anticipated to take place
                                                 three business days from the date the units commence trading. The audited
                                                 balance sheet will reflect our receipt of the proceeds from the exercise of the
                                                 over-allotment option if the over-allotment option is exercised prior to the
                                                 filing of the Form 8-K. If the over-allotment option is exercised after our
                                                 initial filing of a Form 8-K, we will file an amendment to the Form 8-K to
                                                 provide updated financial information to reflect the exercise and
                                                 consummation of the over-allotment option. We will also include in this
                                                 Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information
                                                 indicating if Lazard Capital Markets has allowed separate trading of the
                                                 common stock and warrants prior to the 90 th day after the date of this
                                                 prospectus.

                                                 The units will continue to trade along with the common stock and warrants
                                                 after the units are separated. Holders will need to have their brokers contact
                                                 our transfer agent in order to separate the units into common stock and
                                                 warrants.

             Securities to be sold to insiders   3,000,000 insider warrants at $1.00 per warrant (for a total purchase price of
                                                 $3,000,000) will be sold to Nathan Leight and Jason Weiss pursuant to letter
                                                 agreements among us, Lazard Capital Markets and such purchasers. These
                                                 purchases will take place on a private placement basis simultaneously with
                                                 the consummation of this offering. The insider warrants will be identical to
                                                 the warrants underlying the units being offered by this prospectus except that
                                                 the insider warrants (i) will be exercisable on a cashless basis, (ii) may be
                                                 exercised whether or not a registration statement relating to the common stock
                                                 issuable upon exercise of the warrants is effective and current and (iii) will
                                                 not be redeemable by us so long as they are still held by the purchasers or
                                                 their affiliates. The purchasers have agreed, pursuant to the agreements, that
                                                 the insider warrants will not be sold or transferred by them (except to
                                                 employees of Terrapin Partners LLC, an affiliate of theirs, or to our directors
                                                 at the same cost per warrant originally paid by them) until the later of       ,
                                                 2008 [one year from the date of this prospectus] and 60 days after the
                                                 consummation of our business combination. Lazard Capital Markets has no
                                                 intention of waiving these


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                                                              restrictions. In the event of a liquidation prior to our initial business
                                                              combination, the insider warrants will expire worthless.

             Common stock:
              Number outstanding before this offering 8,625,000 shares 1

              Number to be outstanding after this
                offering                                      37,500,000 shares 2

             Warrants:

              Number outstanding before this offering 0 warrants

              Number to be sold to insiders                   3,000,000 warrants

              Number to be outstanding after this
                offering and sale to insiders                 33,000,000 warrants

              Exercisability                                  Each warrant is exercisable for one share of common stock.

              Exercise price                                  $7.50

              Exercise period                                 The warrants will become exercisable on the later of:

                                                              • the completion of a business combination with a target business, and

                                                              •          , 2008 [one year from the date of this prospectus].

                                                              However, the warrants held by public stockholders will only be exercisable if
                                                              a registration statement relating to the common stock issuable upon exercise
                                                              of the warrants is effective and current. The warrants will expire at 5:00 p.m.,
                                                              New York City time, on             , 2011 [four years from the date of this
                                                              prospectus] or earlier upon redemption.

             Redemption                                       We may redeem the outstanding warrants (excluding any insider warrants
                                                              held by the initial purchasers or their affiliates) without the prior consent of
                                                              the underwriters:

                                                              • in whole and not in part,

                                                              • at a price of $.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 sales price of our common stock equals or exceeds
                                                                  $14.25 per share for any 20 trading days within a 30 trading day period
                                                                  ending three business days before we send the notice of redemption.


                          1 This number includes an aggregate of 1,125,000 shares of common stock that are subject to forfeiture by our
                    initial stockholders 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 1,125,000 shares of common
                    stock have been forfeited by our initial stockholders.


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                                                     If the foregoing conditions are satisfied and we issue a notice of redemption,
                                                     each warrant holder can exercise his, her or its warrant prior to the scheduled
                                                     redemption date. However, the price of the common stock may fall below the
                                                     $14.25 trigger price as well as the $7.50 warrant exercise price after the
                                                     redemption notice is issued.

                                                     The redemption criteria for our warrants have been established at a price
                                                     which is intended to provide warrant holders a reasonable premium to the
                                                     initial exercise price and provide a sufficient differential between the
                                                     then-prevailing common stock price and the warrant exercise price so that if
                                                     the stock price declines as a result of our redemption call, the redemption will
                                                     not cause the stock price to drop below the exercise price of the warrants.

             Proposed American Stock Exchange
               symbols for our:
              Units                                  AII.U

              Common stock                           AII

              Warrants                               AII.WS

             Offering proceeds to be held in trust   $287,060,000 of the net proceeds of this offering plus the $3,000,000 we will
                                                     receive from the sale of the insider warrants (for an aggregate of
                                                     $290,060,000 or approximately $9.67 per unit sold to the public in this
                                                     offering) will be placed in a trust account at Wells Fargo, maintained by
                                                     Continental Stock Transfer & Trust Company, acting as trustee pursuant to an
                                                     agreement to be signed on the date of this prospectus. This amount includes
                                                     $9,000,000 of underwriting discounts and commissions payable to the
                                                     underwriters in the offering that is being deferred. The underwriters have
                                                     agreed that such amount will not be paid unless and until we consummate a
                                                     business combination. Upon the consummation of our initial business
                                                     combination, the deferred underwriting discounts and commissions shall be
                                                     released to the underwriters out of the gross proceeds of this offering held in
                                                     the trust account. Except as set forth below, these proceeds will not be
                                                     released until the earlier of the completion of a business combination and our
                                                     liquidation. Therefore, unless and until a business combination is
                                                     consummated, the proceeds 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.

                                                     Notwithstanding the foregoing, there can be released to us from the trust
                                                     account interest earned on the funds in the trust account (i) up to an aggregate
                                                     of $3,100,000 to fund expenses related to investigating and selecting a target
                                                     business and our other working capital requirements and (ii) any amounts we
                                                     may need to pay our income or other tax obligations. With these exceptions,
                                                     expenses incurred by us may be paid prior to a business combination only
                                                     from the net proceeds of this offering not held in the trust account (initially
                                                     $200,000).


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                                                        None of the warrants may be exercised until after the consummation of a
                                                        business combination and, thus, after the proceeds of the trust account have
                                                        been disbursed. Accordingly, the warrant exercise price will be paid directly
                                                        to us and not placed in the trust account.

             Anticipated expenses and funding sources   We believe that, upon consummation of this offering, the $200,000 of net
                                                        proceeds not held in the trust account, plus the up to $3,100,000 of interest
                                                        earned on the trust account balance that may be released to us as well as
                                                        amounts necessary to pay our tax obligations, will be sufficient to allow us to
                                                        operate for the next 24 months, assuming that a business combination is not
                                                        consummated during that time.

                                                        Over this time period, we will be using these funds for identifying and
                                                        evaluating prospective acquisition candidates, performing business due
                                                        diligence on prospective target businesses, traveling to and from the offices,
                                                        plants or similar locations of prospective target businesses or their
                                                        representatives or owners, reviewing corporate documents and material
                                                        agreements of prospective target businesses, selecting the target business to
                                                        acquire and structuring, negotiating and consummating the business
                                                        combination. We could use a portion of the funds not being placed in trust to
                                                        pay commitment fees for financing, fees to consultants to assist us with our
                                                        search for a target business or as a down payment or to fund a ―no-shop‖
                                                        provision (a provision in letters of intent designed to keep target businesses
                                                        from ―shopping‖ around for transactions with other companies on terms more
                                                        favorable to such target businesses) with respect to a particular proposed
                                                        business combination, although we do not have any current intention to do so.
                                                        If we entered into a letter of intent where we paid for the right to receive
                                                        exclusivity from a target business, the amount that would be used as a down
                                                        payment or to fund a ―no-shop‖ provision would be determined based on the
                                                        terms of the specific business combination and the amount of our available
                                                        funds at the time. Our forfeiture of such funds (whether as a result of our
                                                        breach or otherwise) could result in our not having sufficient funds to
                                                        continue searching for, or conducting due diligence with respect to, potential
                                                        target businesses.

                                                        We anticipate that we will incur approximately:

                                                        • $1,000,000 of expenses for the search for target businesses and for the
                                                           legal, accounting and other third-party expenses attendant to the due
                                                           diligence investigations, structuring and negotiating of a business
                                                           combination;

                                                        • $250,000 of expenses for the due diligence and investigation of a target
                                                           business by our officers, directors and existing stockholders;

                                                        • $200,000 of expenses in legal and accounting fees relating to our SEC
                                                           reporting obligations;


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                                            • $180,000 for the administrative fee payable to Terrapin Partners LLC
                                               ($7,500 per month for twenty four months); and

                                            • $1,670,000 for general working capital that will be used for miscellaneous
                                               expenses and reserves, including approximately $120,000 for director and
                                               officer liability insurance premiums.

                                            If we are unable to complete a business combination within 24 months from
                                            the date of this prospectus and are forced to liquidate, we will pay the costs of
                                            liquidation from our remaining assets outside of the trust account. If such
                                            funds are insufficient, Nathan Leight and Jason Weiss have agreed to advance
                                            us the funds necessary to complete such liquidation (currently anticipated to
                                            be no more than approximately $15,000) and have agreed not to seek
                                            repayment for such expenses.

             Limited payments to insiders   There will be no fees or other cash payments paid to our existing
                                            stockholders, officers, directors or their affiliates prior to, or for any services
                                            they render in order to effectuate, the consummation of a business
                                            combination (regardless of the type of transaction that it is) other than:

                                            • repayment of an aggregate of $125,000 non-interest bearing loans made by
                                                Nathan Leight, our chairman of the board, and Jason Weiss, our chief
                                                executive officer;

                                            • payment of $7,500 per month to Terrapin Partners LLC, an affiliate of
                                               Nathan Leight and Jason Weiss, for certain administrative, technology and
                                               secretarial services, as well as the use of certain limited office space,
                                               including a conference room, in New York City; and

                                            • reimbursement of out-of-pocket expenses incurred by them in connection
                                                with certain activities on our behalf, such as identifying and investigating
                                                possible business targets and business combinations.

             Certificate of Incorporation   As discussed below, there are specific provisions in our amended and restated
                                            certificate of incorporation that may not be amended prior to our
                                            consummation of a business combination, including our requirements to seek
                                            stockholder approval of such a business combination and to allow our
                                            stockholders to seek conversion of their shares if they do not approve of such
                                            a business combination. While we have been advised that such provisions
                                            limiting our ability to amend our certificate of incorporation may not be
                                            enforceable under Delaware law, we view these provisions, which are
                                            contained in Article Seventh of our amended and restated certificate of
                                            incorporation, as obligations to our stockholders and will not take any action
                                            to amend or waive these provisions.

                                            Our amended and restated certificate of incorporation also provides that we
                                            will continue in existence only until     , 2009 [twenty four months from
                                            the date of this prospectus]. If we have not completed a business
                                            combination by such date, our corporate existence will cease except for the
                                            purposes of winding up our affairs and liquidating, pursuant to Section 278 of
                                            the Delaware General Corporation Law. This has the same effect as if our
                                            board


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                                                  of directors and stockholders had formally voted to approve our dissolution
                                                  pursuant to Section 275 of the Delaware General Corporation Law.
                                                  Accordingly, limiting our corporate existence to a specified date as permitted
                                                  by Section 102(b)(5) of the Delaware General Corporation Law removes the
                                                  necessity to comply with the formal procedures set forth in Section 275
                                                  (which would have required our board of directors and stockholders to
                                                  formally vote to approve our dissolution and liquidation and to have filed a
                                                  certificate of dissolution with the Delaware Secretary of State). In connection
                                                  with any proposed business combination we submit to our stockholders for
                                                  approval, we will also submit to stockholders a proposal to amend our
                                                  amended and restated certificate of incorporation to provide for our perpetual
                                                  existence, thereby removing this limitation on our corporate life. We will only
                                                  consummate a business combination if stockholders vote both in favor of such
                                                  business combination and our amendment to provide for our perpetual
                                                  existence. Accordingly, if stockholders approved a proposed business
                                                  combination as set forth below but did not approve the proposal to provide for
                                                  our perpetual existence, we would not be able to consummate such business
                                                  combination. The approval of the proposal to amend our amended and
                                                  restated certificate of incorporation to provide for our perpetual existence
                                                  would require the affirmative vote of a majority of our outstanding shares of
                                                  common stock. We view this provision terminating our corporate life
                                                  by        , 2009 [twenty four months from the date of this prospectus] as an
                                                  obligation to our stockholders and will not take any action to amend or waive
                                                  this provision to allow us to survive for a longer period of time except in
                                                  connection with the consummation of a business combination.

             Stockholders must approve business   Pursuant to our amended and restated certificate of incorporation, we will
               combination                        seek stockholder approval before we effect any business combination, even if
                                                  the nature of the acquisition would not ordinarily require stockholder approval
                                                  under applicable state law. We view this requirement as an obligation to our
                                                  stockholders and will not take any action to amend or waive this provision in
                                                  our amended and restated certificate of incorporation. In connection with the
                                                  vote required for any business combination, all of our existing stockholders,
                                                  including all of our officers and directors, have agreed to vote the shares of
                                                  common stock owned by them immediately before this offering in accordance
                                                  with the majority of the shares of common stock voted by the public
                                                  stockholders. We will proceed with a business combination only if (i) a
                                                  majority of the shares of common stock voted by the public stockholders are
                                                  voted in favor of the business combination and (ii) public stockholders
                                                  owning less than 40% of the shares sold in this offering exercise their
                                                  conversion rights described below. Accordingly, it is our understanding and
                                                  intention in every case to structure and consummate a business combination
                                                  in which approximately 39.99% of the public stockholders may exercise their
                                                  conversion rights and the business combination will still go forward.


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             Conversion rights for stockholders voting Pursuant to our amended and restated certificate of incorporation, public
              to reject a business combination         stockholders voting against a business combination will be entitled to convert
                                                       their stock into a pro rata share of the trust account (initially approximately
                                                       $9.67 per share, or approximately $9.66 per share if the over-allotment option
                                                       is exercised), plus any interest earned on their portion of the trust account but
                                                       less any interest that has been released to us as described above to fund our
                                                       working capital requirements and pay any of our tax obligations, if the
                                                       business combination is approved and completed. We view this requirement
                                                       as an obligation to our stockholders and will not take any action to amend or
                                                       waive this provision in our amended and restated certificate of incorporation.
                                                       Our existing stockholders will not have such conversion rights with respect to
                                                       any shares of common stock owned by them, directly or indirectly, whether
                                                       included in or underlying their initial shares or purchased by them in this
                                                       offering or in the aftermarket. Public stockholders who convert their stock
                                                       into their share of the trust account will continue to have the right to exercise
                                                       any warrants they may hold.

                                                           An eligible stockholder may request conversion at any time after the mailing
                                                           to our stockholders of the proxy statement and prior to the vote taken with
                                                           respect to a proposed business combination at a meeting held for that purpose,
                                                           but the request will not be granted unless the stockholder votes against the
                                                           business combination and the business combination is approved and
                                                           completed. Additionally, we may require public stockholders, whether they
                                                           are a record holder or hold their shares in ―street name,‖ to either tender their
                                                           certificates to our transfer agent at any time through the vote on the business
                                                           combination or to deliver their shares to the transfer agent electronically using
                                                           Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
                                                           System, at the holder’s option. There is a nominal cost associated with this
                                                           tendering process and the act of certificating the shares or delivering them
                                                           through the DWAC system. The transfer agent will typically charge the
                                                           tendering broker $35 and it would be up to the broker whether or not to pass
                                                           this cost on to the converting holder.

                                                           The proxy solicitation materials that we will furnish to stockholders in
                                                           connection with the vote for any proposed business combination will indicate
                                                           whether we are requiring stockholders to satisfy such certification and
                                                           delivery requirements. Accordingly, a stockholder would have from the time
                                                           we send out our proxy statement through the vote on the business
                                                           combination to deliver his shares if he wishes to seek to exercise his
                                                           conversion rights. This time period varies depending on the specific facts of
                                                           each transaction. However, as the delivery process can be accomplished by
                                                           the stockholder, whether or not he is a record holder or his shares are held in
                                                           ―street name,‖ in a matter of hours by simply contacting the transfer agent or
                                                           his broker and requesting delivery of his shares through the DWAC System,
                                                           we believe this time period is sufficient for an average investor.


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                                                      Any request for conversion, once made, may be withdrawn at any time up to
                                                      the date of the meeting. Furthermore, if a stockholder delivered his certificate
                                                      for conversion and subsequently decided prior to the meeting not to elect
                                                      conversion, he may simply request that the transfer agent return the certificate
                                                      (physically or electronically).

                                                      If 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 twenty four months from
                                                      the date of this prospectus. If the initial business combination is not approved
                                                      or completed for any reason, then public stockholders voting against our
                                                      initial business combination who exercised their conversion rights would not
                                                      be entitled to convert their shares of common stock into a pro rata share of the
                                                      aggregate amount then on deposit in the trust account. In such case, if we
                                                      have required public stockholders to deliver their certificates prior to the
                                                      meeting, we will promptly return such certificates to the public stockholder.

                                                      Investors in this offering who do not sell, or who receive less than an
                                                      aggregate of approximately $0.33 of net sales proceeds for, the warrants
                                                      included in the units, and persons who purchase common stock in the
                                                      aftermarket at a price in excess of $9.67 per share, may have a disincentive to
                                                      exercise their conversion rights because the amount they would receive upon
                                                      conversion could be less than their original or adjusted purchase price.
                                                      Because converting stockholders will receive their proportionate share of the
                                                      deferred underwriting discounts and commissions and the underwriters will
                                                      be paid the full amount of their deferred underwriting compensation at the
                                                      time of the consummation of our initial business combination, we (and,
                                                      therefore, the non-converting stockholders) will bear the financial effect of
                                                      such payments to both the converting stockholders and the underwriters.

             Liquidation if no business combination   As described above, if we have not consummated a business combination
                                                      by        , 2009 [twenty four months from the date of this prospectus] , our
                                                      corporate existence will cease by operation of law and we will promptly
                                                      distribute only to our public stockholders (including our initial stockholders to
                                                      the extent they have purchased shares in this offering or in the aftermarket)
                                                      the amount in our trust account (including any accrued interest then remaining
                                                      in the trust account) plus any remaining net assets.

                                                      We cannot assure you that the per-share distribution from the trust account, if
                                                      we liquidate, will not be less than $9.67, plus interest then held in the trust
                                                      account, for the following reasons:

                                                      • Prior to liquidation, pursuant to Section 281 of the Delaware General
                                                         Corporation Law, we will adopt a plan that will provide for our payment,
                                                         based on facts known to us at such time, of (i) all existing claims, (ii) all
                                                         pending claims and (iii) all claims that may be potentially brought against
                                                         us within the subsequent 10 years. Accordingly, we would be required to
                                                         provide for any


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                                                       creditors known to us at that time as well as provide for any claims that we
                                                       believe could potentially be brought against us within the subsequent 10 years
                                                       prior to distributing the funds held in the trust to our public stockholders. We
                                                       cannot assure you that we will properly assess all claims that may be
                                                       potentially brought against us. As such, our stockholders could potentially be
                                                       liable for any claims of creditors to the extent of distributions received by
                                                       them (but no more).

                                                       • While we will seek 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, there
                                                          is no guarantee that they will execute such agreements. Nor is there any
                                                          guarantee that, even if such entities execute such agreements with us, they
                                                          will not seek recourse against the trust account or that a court would not
                                                          conclude that such agreements are not legally enforceable. Nathan Leight
                                                          and Jason Weiss have agreed that they will be personally liable to ensure
                                                          that 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.
                                                          However, we cannot assure you that they will be able to satisfy those
                                                          obligations, if they are required to do so. Furthermore, Messrs. Leight and
                                                          Weiss will not have any personal liability as to any claimed amounts owed
                                                          to a third party who executed a waiver (including a prospective target
                                                          business). Additionally, in the case of a prospective target business that
                                                          did not execute a waiver, such liability will be only in an amount
                                                          necessary to ensure that public stockholders receive no less than
                                                          $10.00 per share upon liquidation.

                                                       We anticipate the distribution of the funds in the trust account to our public
                                                       stockholders will occur by         , 2009 [10 business days from the date our
                                                       corporate existence ceases] , subject to our obligations under Delaware law
                                                       to provide for claims of creditors. Our existing stockholders have waived their
                                                       rights to participate in any liquidation distribution with respect to their initial
                                                       shares. We will pay the costs of liquidation from our remaining assets outside
                                                       of the trust account. If such funds are insufficient, Nathan Leight and Jason
                                                       Weiss have agreed to advance us the funds necessary to complete such
                                                       liquidation (currently anticipated to be no more than approximately $15,000)
                                                       and have agreed not to seek repayment for such expenses.

             Escrow of existing stockholders’ shares   On the date of this prospectus, all of our existing stockholders, including all
                                                       of our officers and directors, will place their initial shares into an escrow
                                                       account maintained by Continental Stock Transfer & Trust Company, acting
                                                       as escrow agent. Subject to certain limited exceptions (such as transfers (i) to
                                                       an entity’s members upon its liquidation, (ii) to relatives and trusts for estate
                                                       planning


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                                                            purposes or (iii) by private sales made at or prior to the consummation of a
                                                            business combination at prices no greater than the price at which the shares
                                                            were originally purchased, in each case where the transferee agrees to the
                                                            terms of the escrow agreement), these shares will not be transferable during
                                                            the escrow period and will not be released from escrow until one year after
                                                            the consummation of our initial business combination or earlier if, following a
                                                            business combination, (i) the last sales price of our common stock equals or
                                                            exceeds $18.00 per share for any 20 trading days within any 30-trading day
                                                            period or (ii) we consummate a subsequent liquidation, merger, stock
                                                            exchange or other similar transaction which results in all of our stockholders
                                                            having the right to exchange their shares of common stock for cash, securities
                                                            or other property.


             RISKS

                  In making your decision on whether to invest in our securities, you should take into account not only the backgrounds
             of our management team, but also 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 14 of this
             prospectus.


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                                                                   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 are presented.


                                                                                                                                      February 28, 2007
                                                                                                                             Actual              As Adjusted(1)


             Balance Sheet Data:
                 Working capital                                                                                         $       532           $    281,284,000
                 Total assets                                                                                                125,000                281,284,000
                 Total liabilities                                                                                           101,000                         —
                 Value of common stock which may be converted to cash                                                             —                 115,994,994
                 Stockholders’ equity                                                                                         24,000                165,289,006


                (1) Includes the $3,000,000 we will receive from the sale of the insider warrants. Assumes the payment of the $9,000,000 deferred underwriters’
                    discounts and commissions to the underwriters.


                   The ―as adjusted‖ information gives effect to the sale of the units we are offering, including the application of the
             related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued
             and other liabilities required to be repaid.

                  The working capital excludes $23,468 of costs related to this offering which were paid or accrued prior to February 28,
             2007. These deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders’ equity
             in the ―as adjusted‖ information.

                  The ―as adjusted‖ working capital and total assets amounts include the $281,060,000 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 total amount to be placed in trust also includes $9,000,000 (or approximately $0.30 per share) of deferred
             underwriting discounts and commissions payable to the underwriters in the offering only if we consummate a business
             combination. If a business combination is not so consummated, the trust account totaling $290,060,000 of net proceeds from
             the offering, including $3,000,000 of proceeds from the private placement of the insider warrants, and all accrued interest
             earned thereon less (i) up to $3,100,000 that may be released to us to fund our expenses and other working capital
             requirements and (ii) any amounts released to us to pay our income or other tax obligations, will be distributed solely to our
             public stockholders (subject to our obligations under Delaware law to provide for claims of creditors).

                  We will not proceed with a business combination if public stockholders owning 40% or more of the shares sold in this
             offering vote against the business combination and exercise their conversion rights. Accordingly, we may effect a business
             combination if public stockholders owning up to approximately 39.99% of the shares sold in this offering exercise their
             conversion rights. If this occurred, we would be required to convert to cash up to approximately 39.99% of the
             30,000,000 shares sold in this offering, or 11,997,000 shares of common stock, at an initial per-share conversion price of
             approximately $9.67, without taking into account interest earned on the trust account. The actual per-share conversion price
             will be equal to:

                    •   the amount in the trust account, including all accrued interest after distribution of interest income on the trust
                        account balance to us as described above, as of two business days prior to the proposed consummation of the
                        business combination,

                    •   divided by the number of shares of common stock sold in the offering.

                   Because converting stockholders will receive their proportionate share of the deferred underwriting discounts and
             commissions and the underwriters will be paid the full amount of their deferred underwriting compensation at the time of the
             consummation of our initial business combination, the Company (and, therefore, the non-converting stockholders) will bear
             the financial effect of such payments to both the converting stockholders and the underwriters.
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                                                               RISK FACTORS

              An investment in our securities involves a high degree of risk. You should consider carefully the material risks
         described below, which we believe represent all the material risks related to the offering, together with the other information
         contained in this prospectus, before making a decision to invest in our units.

                                                      Risks associated with our business

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

               We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to
         commence operations is dependent upon obtaining financing through the public offering of our securities. Since we do not
         have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objective, which
         is to acquire an operating business. We have not conducted any discussions and we have no plans, arrangements or
         understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the
         consummation of a business combination.


         If we are forced to liquidate before a business combination and distribute the trust account, our public stockholders may
         receive less than $10.00 per share and our warrants will expire worthless.

               If we are unable to complete a business combination within the prescribed time frames and are forced to liquidate our
         assets, the per-share liquidation distribution may be less than $10.00 because of the expenses of this offering, our general
         and administrative expenses and the anticipated costs of seeking a business combination. Furthermore, there will be no
         distribution with respect to our outstanding warrants which will expire worthless if we liquidate before the completion of a
         business combination.


         If we are unable to consummate a business combination, our public stockholders will be forced to wait the full 24 months
         before receiving liquidation distributions.

              We have 24 months in which to complete a business combination. We have no obligation to return funds to investors
         prior to such date unless we consummate a business combination prior thereto and only then in cases where investors have
         sought conversion of their shares. Only after the expiration of this full time period will public stockholders 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.


         We may proceed with a business combination even if public stockholders owning 39.99% of the shares sold in this
         offering exercise their conversion rights.

               We may proceed with a business combination as long as public stockholders owning less than 40% of the shares sold in
         this offering exercise their conversion rights. Accordingly, approximately 39.99% of the public stockholders may exercise
         their conversion rights and we could still consummate a proposed business combination. We have set the conversion
         percentage at 40% in order to reduce the likelihood that a small group of investors holding a block of our stock will be able
         to stop us from completing a business combination that is otherwise approved by a large majority of our public stockholders.
         While there are a few other offerings similar to ours which include conversion provisions greater than 20%, the 20%
         threshold is customary and standard for offerings similar to ours.

              Our business combination may require us to use substantially all of our cash to pay the purchase price. In such a case,
         because we will not know how many stockholders may exercise such conversion rights, we may need to arrange third party
         financing to help fund our business combination in case a larger percentage of stockholders exercise their conversion rights
         than we expect. Additionally, even if our business combination does not require us to use substantially all of our cash to pay
         the purchase price, if a significant number of stockholders exercise their conversion rights, we will have less cash available
         to use in furthering our business plans following a business combination and may need to arrange third party financing. We
         have not taken any


                                                                       14
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         steps to secure third party financing for either situation. We cannot assure you that we will be able to obtain such third party
         financing on terms favorable to us or at all.


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

               Since the net proceeds of this offering are intended to be used to complete a business combination with a target business
         that has not been identified, we may be deemed to be a ―blank check‖ company under the United States securities laws.
         However, since our securities will be listed on the American Stock Exchange, a national securities exchange, and we will
         have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current
         Report on Form 8-K, 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 completely restricting the transferability of our securities, requiring us to
         complete a business combination within 18 months of the effective date of the initial registration statement and restricting
         the use of interest earned on the funds held in the trust account. Because we are not subject to Rule 419, our units will be
         immediately tradable, we will be entitled to withdraw a certain amount of interest earned on the funds held in the trust
         account prior to the completion of a business combination and we have a longer period of time to complete such a business
         combination than we would if we were subject to such rule.


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

              Since August 2003, based upon publicly available information, approximately               similarly structured blank check
         companies have completed initial public offerings in the United States. Of these companies, only             companies have
         consummated a business combination, while               other companies have announced they have entered into a definitive
         agreement for a business combination, but have not consummated such business combination, and                 companies have
         failed to complete business combinations and have either dissolved or announced their intention to dissolve and return trust
         proceeds to their stockholders. Accordingly, there are approximately            blank check companies with more than
         $    billion in trust that are seeking to carry out a business plan similar to our business plan. Furthermore, there are a number
         of additional offerings for blank check companies that are still in the registration process but have not completed initial
         public offerings and there are likely to be more blank check companies filing registration statements for initial public
         offerings after the date of this prospectus and prior to our completion of a business combination. While some of those
         companies must complete a business combination in specific industries, a number of them may consummate a business
         combination in any industry they choose. Therefore, we may be subject to competition from these and other companies
         seeking to consummate a business plan similar to ours. Because of this competition, we cannot assure you that we will be
         able to effectuate a business combination within the required time periods.


         If the net proceeds of this offering not being held in trust are insufficient to allow us to operate for at least the next
         24 months, we may be unable to complete a business combination.

               We believe that, upon consummation of this offering, the funds available to us outside of the trust account, plus the
         interest earned on the funds held in the trust account that may be available to us, will be sufficient to allow us to operate for
         at least the next 24 months, assuming that a business combination is not consummated during that time. However, we cannot
         assure you that our estimates will be accurate. We could use a portion of the funds available to us to pay commitment fees
         for financing, fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as
         a down payment or to fund a ―no-shop‖ provision (a provision in letters of intent designed to keep target businesses from
         ―shopping‖ around for transactions with other companies on terms more favorable to such target businesses) with respect to
         a particular proposed business combination, although we do not have any current intention to do so. If we entered into a
         letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to
         forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching
         for, or conduct due diligence with respect to, a target business.


                                                                        15
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         A decline in interest rates could limit the amount available to fund our search for a target business or businesses and
         complete a business combination since we will depend on interest earned on the trust account to fund our search, to pay
         our tax obligations and to complete our initial business combination.

              Of the net proceeds of this offering, only $200,000 will be available to us initially outside the trust account to fund our
         working capital requirements. We will depend on sufficient interest being earned on the proceeds held in the trust account to
         provide us with additional working capital we will need to identify one or more target businesses and to complete our initial
         business combination, as well as to pay any tax obligations that we may owe. While we are entitled to have released to us for
         such purposes certain interest earned on the funds in the trust account, a substantial decline in interest rates may result in our
         having insufficient funds available with which to structure, negotiate or close an initial business combination. In such event,
         we would need to borrow funds from our initial stockholders to operate or may be forced to liquidate. Our initial
         stockholders are under no obligation to advance funds in such circumstances.


         If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price
         received by stockholders will be less than approximately $9.67 per share.

               Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to
         have all vendors and service providers we engage and prospective target businesses we negotiate with, execute agreements
         with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of
         our public stockholders, there is no guarantee that they will execute such agreements. Furthermore, there is no guarantee
         that, even if such entities execute such agreements with us, they will not seek recourse against the trust account. Nor is there
         any guarantee that a court would uphold the validity of such agreements. Accordingly, the proceeds held in trust could be
         subject to claims which could take priority over those of our public stockholders. If we liquidate before the completion of a
         business combination and distribute the proceeds held in trust to our public stockholders, Nathan Leight and Jason Weiss
         have agreed that they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims
         of target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or
         products sold to us. Based on representations made to us by Messrs. Leight and Weiss, we currently believe that they are
         capable of funding a shortfall in our trust account to satisfy their foreseeable indemnification obligations. However, we have
         not asked them to reserve for such an eventuality. Furthermore, our belief is based on our expectation that their
         indemnification obligations will be minimal. Accordingly, if that expectation turns out to be incorrect, we cannot assure you
         that such individuals will be able to satisfy those obligations or that the proceeds in the trust account will not be reduced by
         such claims. Furthermore, Messrs. Leight and Weiss will not have any personal liability as to any claimed amounts owed to
         a third party who executed a waiver (including a prospective target business). Additionally, in the case of a prospective
         target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that public
         stockholders receive no less than $10.00 per share upon liquidation.

               Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not
         dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our
         bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent
         any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at
         least $9.67 per share.


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

              Our amended and restated certificate of incorporation provides that we will continue in existence only until 24 months
         from the date of this prospectus. If we have not completed a business combination by such date and amended this provision
         in connection thereto, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the
         purposes of winding up our affairs and liquidating. Under Sections 280 through 282 of the Delaware General Corporation
         Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
         by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware
         General Corporation


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         Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
         which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may
         reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to
         stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such
         stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
         would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to
         our stockholders as soon as reasonably possible after the expiration of the twenty four month period and, therefore, we do
         not intend to comply with those procedures. Because we will not be complying with those procedures, we are required,
         pursuant to Section 281 of the Delaware General Corporation Law, to adopt a plan that will provide for our payment, based
         on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially
         brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to
         us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to
         distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may
         be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of
         distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third
         anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our
         stockholders amounts owed to them by us.

               If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed,
         any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
         a ―preferential transfer‖ or a ―fraudulent conveyance.‖ As a result, a bankruptcy court could seek to recover all amounts
         received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our
         public stockholders promptly after         , 2009 [twenty four months from the date of this prospectus] , this may be
         viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or
         distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our
         creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by
         paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
         claims will not be brought against us for these reasons.


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

               No warrant held by public stockholders will be exercisable and we will not be obligated to issue shares of common
         stock unless at the time such holder seeks to exercise such warrant, a registration statement relating to the common stock
         issuable upon exercise of the warrant is effective and current. Under the terms of the warrant agreement, we have agreed to
         use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon
         exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so,
         and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders
         will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus
         relating to the common stock issuable upon the exercise of the warrants is not current, the warrants held by public
         stockholders may have no value, the market for such warrants may be limited and such warrants may expire worthless.
         Notwithstanding the foregoing, the insider warrants may be exercisable for unregistered shares of common stock even if no
         registration relating to the common stock issuable upon exercise of the warrants is effective and current.


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         An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been
         registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the
         warrants.

              No warrants will be exercisable and we will not be obligated to issue shares of common stock unless the common stock
         issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of
         residence of the holder of the warrants. At the time that the warrants become exercisable (following our completion of a
         business combination), we expect to continue to be listed on a national securities exchange, which would provide an
         exemption from registration in every state. Accordingly, we believe holders in every state will be able to exercise their
         warrants as long as our prospectus relating to the common stock issuable upon exercise of the warrants is current. However,
         we cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market for the warrants may be
         limited and the holders of warrants may not be able to exercise their warrants if the common stock issuable upon such
         exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.


         Since we have not yet selected a particular industry or target business with which to complete a business combination, we
         are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.

              We may consummate a business combination with a company in any industry we choose and are not limited to any
         particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks
         of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the
         extent we complete a business combination with a financially unstable company or an entity in its development stage, we
         may be affected by numerous risks inherent in the business operations of those entities. If we complete a business
         combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently
         unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent in a particular
         industry or target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors.
         We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this
         offering than a direct investment, if an opportunity were available, in a target business.


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

               Our amended and restated certificate of incorporation authorizes the issuance of up to 85,000,000 shares of common
         stock, par value $.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. Immediately after this
         offering and the purchase of the insider warrants (assuming no exercise of the underwriters’ over-allotment option), there
         will be 14,500,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation
         for the issuance of the shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred
         stock available for issuance. Although we have no commitment as of the date of this offering, we may issue a substantial
         number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to
         complete a business combination. The issuance of additional shares of our common stock or any number of shares of our
         preferred stock:

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

               •    may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those
                    afforded to our common stock;

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


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               •    may adversely affect prevailing market prices for our common stock.

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

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

               •    acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when
                    due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a
                    waiver or renegotiation of that covenant;

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

               •    our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability
                    to obtain such financing while the debt security is outstanding.


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

              Our ability to successfully effect a business combination is dependent upon the efforts of our key personnel. The role of
         our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may
         remain with the target business in senior management or advisory positions following a business combination, it is likely that
         some or all of the management of the target business will remain in place. While we intend to closely scrutinize any
         individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove
         to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause
         us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and
         time-consuming and could lead to various regulatory issues which may adversely affect our operations.


         Our key personnel may negotiate employment or consulting agreements with a target business in connection with a
         particular business combination. These agreements may provide for them to receive compensation following a business
         combination and as a result, may cause them to have conflicts of interest in determining whether a particular business
         combination is the most advantageous.

              Our key personnel will be able to remain with the company after the consummation of a business combination only if
         they are able to negotiate employment or consulting agreements in connection with the business combination. Such
         negotiations would take place simultaneously with the negotiation of the business combination and could provide for such
         individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the
         company after the consummation of the business combination. The personal and financial interests of such individuals may
         influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals
         to remain with the company after the consummation of a business combination will not be the determining factor in our
         decision as to whether or not we will proceed with any potential business combination.


         Our officers and directors will 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 conflict of interest 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 could create a conflict of
         interest when allocating their time between our operations and their other commitments. We do not intend to have any full
         time employees prior to the consummation of a business combination. All of our executive officers are engaged in several
         other business endeavors (none of which are blank check companies) and are not obligated to devote any specific number of
         hours to our affairs. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of
         time to such affairs, it could limit their


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         ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination.
         We cannot assure you that these conflicts will be resolved in our favor. As a result, a potential target business may be
         presented to another entity prior to its presentation to us and we may miss out on a potential transaction.


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

              Our officers and directors may in the future become affiliated with entities, including other ―blank check‖ companies,
         engaged in business activities similar to those intended to be conducted by us. Additionally, our officers and directors may
         become aware of business opportunities which may be appropriate for presentation to us and 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. We cannot assure you that these conflicts will be resolved in our favor. As a result, a
         potential target business may be presented to another entity prior to its presentation to us and we may miss out on a potential
         transaction.


         All of our officers and directors own shares of our common stock issued prior to the offering and some of them will own
         warrants following this offering. These shares and warrants will not participate in liquidation distributions and,
         therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is
         appropriate for a business combination.

              All of our officers and directors own shares of our common stock that were issued prior to this offering. Additionally,
         certain of our officers and directors are purchasing insider warrants upon consummation of this offering. Such individuals
         have waived their right to receive distributions with respect to their initial shares upon our liquidation if we are unable to
         consummate a business combination. Accordingly, the shares acquired prior to this offering, as well as the insider warrants,
         and any warrants purchased by our officers or directors in this offering or in the aftermarket will be worthless if we do not
         consummate a business combination. The personal and financial interests of our directors and officers may influence their
         motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our
         directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest
         when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our
         stockholders’ best interest.


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

              We anticipate that our securities will be listed on the American Stock Exchange, a national securities exchange, upon
         consummation of this offering. We cannot assure you that our securities will continue to be listed on the American Stock
         Exchange in the future prior to a business combination. Additionally, in connection with our business combination, it is
         likely that the American Stock Exchange will require us to file a new initial listing application and meet its initial listing
         requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to
         meet those initial listing requirements at that time.

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

               •    a limited availability of market quotations for our securities;

               •    a determination that our common stock is a ―penny stock‖ which will require brokers trading in our common stock
                    to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading
                    market for our common stock;

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

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


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         We may only be able to complete one business combination with the proceeds of this offering, which will cause us to be
         solely dependent on a single business which may have a limited number of products or services.

              Our business combination must be with a business with a fair market value of at least 80% of our net assets at the time
         of such acquisition, although this may entail the simultaneous acquisitions of several operating businesses at the same time.
         By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous
         economic, competitive and regulatory developments. Further, we would 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. 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, processes or
                    services.

              This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all
         of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a
         business combination.

               Alternatively, if we determine to simultaneously acquire several businesses and such businesses are owned by different
         sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
         closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the
         business combination. With multiple business combinations, we could also face additional risks, including additional
         burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple
         sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the
         acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively
         impact our profitability and results of operations.


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

              When we seek stockholder approval of any business combination, we will offer each public stockholder (but not our
         existing stockholders) the right to have his, her or its shares of common stock converted to cash if the stockholder votes
         against the business combination and the business combination is approved and completed. Such holder must both vote
         against such business combination and then exercise his, her or its conversion rights to receive a pro rata portion of the trust
         account. Accordingly, if our business combination requires us to use substantially all of our cash to pay the purchase price,
         because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part
         of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund
         our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. Since
         we have no specific business combination under consideration, we have not taken any steps to secure third party financing.
         Therefore, we may not be able to consummate a business combination that requires us to use all of the funds held in the trust
         account as part of the purchase price, or we may end up having a leverage ratio that is not optimal for our business
         combination. This may limit our ability to effectuate the most attractive business combination available to us.


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

             We may require public stockholders who wish to convert their shares in connection with a proposed business
         combination to either tender their certificates to our transfer agent at any time prior to the vote taken


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         at the stockholder meeting relating to such business combination or to deliver their shares to the transfer agent electronically
         using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. In order to obtain a physical
         stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this
         request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from
         the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take
         significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short
         time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we
         anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for
         exercising their conversion rights and thus may be unable to convert their shares.


         Because of our limited resources and structure, we may not be able to consummate an attractive business combination.

               We expect to encounter intense competition from entities other than blank check companies having a business objective
         similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions.
         Many of these entities are well established and have extensive experience in identifying and effecting business combinations
         directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do
         and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we
         believe that there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our
         ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This
         inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.
         Furthermore, the obligation we have to seek stockholder approval of a business combination may delay the consummation of
         a transaction. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed
         favorably by certain target businesses. Any of these obligations may place us at a competitive disadvantage in successfully
         negotiating a business combination. Because only           of the        blank check companies that have gone public in the
         United States since August 2003 have either consummated a business combination or entered into a definitive agreement for
         a business combination, it may indicate that there are fewer attractive target businesses available to such entities like our
         company or that many privately held target businesses are not inclined to enter into these types of transactions with publicly
         held blank check companies like ours. If we are unable to consummate a business combination with a target business within
         the prescribed time periods, we will be forced to liquidate.


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

              Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business
         combination, because we have not yet identified any prospective target business, we cannot ascertain the capital
         requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the
         size of the business combination, the depletion of the available net proceeds in search of a target business, or the obligation
         to convert into cash a significant number of shares from dissenting stockholders, we will be required to seek additional
         financing. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that
         additional financing proves to be unavailable when needed to consummate a particular business combination, we would be
         compelled to either 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 stockholders is required to
         provide any financing to us in connection with or after a business combination.


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

               Upon consummation of our offering, our existing stockholders (including all of our officers and directors) will
         collectively own 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in
         this offering). Our board of directors is and will be divided into three classes, each of which will generally serve for a term of
         three years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of
         stockholders to elect new directors prior to the consummation of a business combination, in which case all of the current
         directors will continue in office until at least the consummation of the business combination. If there is an annual meeting, as
         a consequence of our ―staggered‖ board of directors, only a minority of the board of directors will be considered for election
         and our existing stockholders, because of their ownership position, will have considerable influence regarding the outcome.
         Accordingly, our existing stockholders will continue to exert control at least until the consummation of a business
         combination.


         Our existing stockholders paid an aggregate of $25,000, or approximately $0.003 per share, for their shares and,
         accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

               The difference between the public offering price per share and the pro forma net tangible book value per share of our
         common stock after this offering constitutes the dilution to the investors in this offering. Our existing stockholders acquired
         their initial shares of common stock at a nominal price, significantly contributing to this dilution. Upon consummation of
         this offering, you and the other new investors will incur an immediate and substantial dilution of approximately 35.2% or
         $3.52 per share (the difference between the pro forma net tangible book value per share of $6.48, and the initial offering
         price of $10.00 per unit).


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

              We will be issuing warrants to purchase 30,000,000 shares of common stock as part of the units offered by this
         prospectus and the insider warrants to purchase 3,000,000 shares of common stock. To the extent we issue shares of
         common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares
         upon exercise of these warrants and option could make us a less attractive acquisition vehicle in the eyes of a target business.
         Such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce
         the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to
         effectuate a business combination or increase the cost of acquiring 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 financing. If and to the extent these warrants are exercised, you may experience dilution to
         your holdings.


         If our existing stockholders or the purchasers of the insider warrants exercise their registration rights with respect to
         their initial shares or insider warrants and underlying securities, it may have an adverse effect on the market price of our
         common stock and the existence of these rights may make it more difficult to effect a business combination.

               Our existing stockholders are entitled to make a demand that we register the resale of their initial shares at any time
         commencing three months prior to the date on which their shares are released from escrow. Additionally, the purchasers of
         the insider warrants are entitled to demand that we register the resale of their insider warrants and underlying shares of
         common stock at any time after we consummate a business combination. If such individuals exercise their registration rights
         with respect to all of their securities, then there will be an additional 8,625,000 shares (or 7,500,000 shares if the
         over-allotment option is not exercised) of common stock and 3,000,000 warrants (as well as 3,000,000 shares of common
         stock underlying the warrants) eligible for trading in the public market. The presence of these additional shares of common
         stock trading in the public market may have an adverse effect on the market price of our common stock. In addition,


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         the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring
         the target business, as the stockholders of the target business may be discouraged from entering into a business combination
         with us or may request a higher price for their securities because of the potential effect the exercise of such rights may have
         on the trading market for our common stock.


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

                A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily,
         in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an
         investment company under the Investment Company Act of 1940. Since we will invest the proceeds held in the trust account,
         it is possible that we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our
         anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust
         may be invested by the trustee only in United States ―government securities‖ within the meaning of Section 2(a)(16) of the
         Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions
         under Rule 2a-7 promulgated under the Investment Company Act of 1940. By restricting the investment of the proceeds to
         these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the
         Investment Company Act of 1940.

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

               •    restrictions on the nature of our investments; and

               •    restrictions on the issuance of securities.

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

               •    registration as an investment company;

               •    adoption of a specific form of corporate structure; and

               •    reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and
                    other rules and regulations.

             Compliance with these additional regulatory burdens would require additional expense for which we have not allotted
         funds.


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

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

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

               •    prior offerings of those companies;

               •    our prospects for acquiring an operating business at attractive values;

               •    our capital structure;

               •    an assessment of our management and their experience in identifying operating companies;
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               •    general conditions of the securities markets at the time of the offering; and

               •    other factors as were deemed relevant.

              However, although these factors were considered, the determination of our offering price is more arbitrary than the
         pricing of securities for an operating company in a particular industry since we have no historical operations or financial
         results to compare them to.


         If we effect a business combination with a company located outside of the United States, we would be subject to a variety
         of additional risks that may negatively impact our operations.

              We may effect a business combination with a company located outside of the United States. If we did, we would be
         subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction,
         including any of the following:

               •    rules and regulations or currency conversion or corporate withholding taxes on individuals;

               •    tariffs and trade barriers;

               •    regulations related to customs and import/export matters;

               •    longer payment cycles;

               •    tax issues, such as tax law changes and variations in tax laws as compared to the United States;

               •    currency fluctuations;

               •    challenges in collecting accounts receivable;

               •    cultural and language differences; and

               •    employment regulations.

              We cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so,
         our operations might suffer.


         If we effect a business combination with a company located outside of the United States, the laws applicable to such
         company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

              If we effect a business combination with a company located outside of the United States, the laws of the country in
         which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure
         you that the target business will be able to enforce any of its material agreements or that remedies will be available in this
         new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in
         implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future
         agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a
         company located outside of the United States, it is likely that substantially all of our assets would be located outside of the
         United States and some of our officers and directors might reside outside of the United States. As a result, it may not be
         possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or
         officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties against our
         directors and officers under Federal securities laws.


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                                                                         USE OF PROCEEDS

             We estimate that the net proceeds of this offering, in addition to the funds we will receive from the sale of the insider
         warrants (all of which will be deposited into the trust account), will be as set forth in the following table:


                                                                                                              Without Over-                  Over-Allotment
                                                                                                             Allotment Option                Option Exercised


         Gross proceeds
             From offering                                                                                  $     300,000,000               $    345,000,000
             From private placement                                                                                 3,000,000                      3,000,000
              Total gross proceeds                                                                                303,000,000                    348,000,000
         Offering expenses (1)
           Underwriting discount (7% of gross proceeds from offering, 4% of which
              is payable at closing and 3% of which is payable upon consummation
              of a business combination)                                                                            12,000,000 (2)                 13,800,000 (2)
           Legal fees and expenses                                                                                     305,000                        305,000
           Miscellaneous expenses                                                                                      125,590                        125,590
           Printing and engraving expenses                                                                             100,000                        100,000
           American Stock Exchange filing and listing fee                                                               80,000                         80,000
           Accounting fees and expenses                                                                                 50,000                         50,000
           SEC registration fee                                                                                         18,535                         18,535
           NASD filing fee                                                                                              60,875                         60,875
               Total offering expenses                                                                              12,740,000                     14,540,000

         Net proceeds
           Held in trust                                                                                          290,060,000                    333,260,000
           Not held in trust                                                                                          200,000                        200,000
               Total net proceeds                                                                                 290,260,000                    333,460,000

         Use of net proceeds not held in trust and amounts available from interest
           income earned on the trust account (3)(4)
         Legal, accounting and other third party expenses attendant to the search for
           target businesses and to the due diligence investigation, structuring and
           negotiation of a business combination                                                                     1,000,000                             (30.3 )%
         Due diligence of prospective target businesses by officers, directors and
           existing stockholders                                                                                        250,000                             (7.6 )%
         Legal and accounting fees relating to SEC reporting obligations                                                200,000                             (6.1 )%
         Payment of administrative fee to Terrapin Partners LLC ($7,500 per month
           for two years)                                                                                               180,000                             (5.4 )%
         Working capital to cover miscellaneous expenses, D&O insurance, general
           corporate purposes, liquidation obligations and reserves                                                  1,670,000                             (50.6 )%
               Total                                                                                                 3,300,000                             (100 )%



            (1) Approximately $84,410 of the offering expenses, including the SEC registration fee, the NASD filing fee , the non-refundable portion of the
                American Stock Exchange filing fee and a portion of the legal and audit fees, have been or will be paid from the funds we received from
                Messrs. Leight and Weiss described below. These funds will be repaid out of the proceeds of this offering available to us.

            (2) No discounts or commissions will be paid with respect to the purchase of the insider warrants. For purposes of presentation, the underwriting
                discounts are reflected as the amount payable to the underwriters upon consummation of the offering. An additional $9,000,000, or $10,350,000 if
                the over-allotment option is exercised in full, all of which will be deposited in trust following the consummation of the offering, is payable to the
                underwriters only if and when we consummate a business combination.



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            (3) The amount of proceeds not held in trust will remain constant at $200,000 even if the over-allotment option is exercised. In addition, $3,100,000 of
                interest income earned on the amounts held in the trust account will be available to us to pay for our working capital requirements. For purposes of
                presentation, the full amount available to us is shown as the total amount of net proceeds available to us immediately following the offering.

            (4) These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we
                may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination
                based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than
                fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific
                category of expenses, would be deducted from our excess working capital.


              In addition to the offering of units by this prospectus, Nathan Leight and Jason Weiss have committed to purchase the
         insider warrants (for an aggregate purchase price of $3,000,000) from us. These purchases will take place on a private
         placement basis simultaneously with the consummation of this offering. We will not pay any discounts or commissions with
         respect to the purchase of the insider warrants. All of the proceeds we receive from this purchase will be placed in the trust
         account described below.

              $287,060,000, or $330,260,000 if the over-allotment option is exercised in full, of net proceeds of this offering, plus the
         $3,000,000 we will receive from the sale of the insider warrants, will be placed in a trust account at Wells Fargo, maintained
         by Continental Stock Transfer & Trust Company, New York, New York, as trustee. This amount includes a portion of the
         underwriting discounts and commissions payable to the underwriters in this offering. The underwriters have agreed that such
         amount will not be paid unless and until we consummate a business combination and have waived their right to receive such
         payment upon our liquidation if we are unable to complete a business combination. The funds held in trust will be invested
         only in United States ―government securities‖ within the meaning of Section 2(a)(16) of the Investment Company Act of
         1940 having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7
         promulgated under the Investment Company Act of 1940, so that we are not deemed to be an investment company under the
         Investment Company Act. Except with respect to interest income that may be released to us of (i) up to $3,100,000 to fund
         expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any
         additional amounts we may need to pay our income or other tax obligations, the proceeds will not be released from the trust
         account until the earlier of the completion of a business combination or our liquidation. The proceeds held in the trust
         account may be used as consideration to pay the sellers of a target business with which we complete a business combination.
         Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target
         business.

              The payment to Terrapin Partners LLC, an affiliate of Nathan Leight, our chairman of the board, and Jason Weiss, our
         chief executive officer, of a monthly fee of $7,500 is for certain administrative, technology and secretarial services, as well
         as the use of certain limited office space, including a conference room, in New York City. This arrangement is being agreed
         to by Terrapin Partners LLC for our benefit and is not intended to provide Messrs. Leight and Weiss compensation in lieu of
         a salary. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee
         charged by Terrapin Partners LLC is at least as favorable as we could have obtained from an unaffiliated person. This
         arrangement will terminate upon completion of a business combination or the distribution of the trust account to our public
         stockholders. Other than the $7,500 per month fee, no compensation of any kind (including finder’s, consulting or other
         similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any
         services they render in order to effectuate, the consummation of the business combination (regardless of the type of
         transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by
         them in connection with activities on our behalf, such as searching for and identifying potential target businesses, performing
         business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,
         plants or similar locations of prospective target businesses to examine their operations or meet with their representatives or
         owners. Reimbursement for such expenses will be paid by us out of the funds not held in trust and currently allocated to
         ―Legal, accounting and other third-party expenses attendant to the search for target businesses and to the due diligence
         investigation, structuring and negotiation of a business combination,‖ ―Due diligence of prospective target businesses by our
         officers, directors and existing stockholders‖ and ―Working capital to cover miscellaneous expenses, D&O insurance,
         general corporate purposes, liquidation obligations and


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         reserves.‖ Since the role of present management after a business combination is uncertain, we have no ability to determine
         what remuneration, if any, will be paid to those persons after a business combination.

               Regardless of whether the over-allotment option is exercised in full, the net proceeds from this offering available to us
         out of trust for our search for a business combination will be approximately $200,000. In addition, interest earned on the
         funds held in the trust account, up to $3,100,000, may be released to us to fund our working capital requirements. We will
         also be entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations that we
         may owe. We intend to use the excess working capital (approximately $1,670,000) for director and officer liability insurance
         premiums (approximately $120,000), with the balance of $1,550,000 being held in reserve in the event due diligence, legal,
         accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for
         reimbursement of any out-of-pocket expenses incurred by our existing stockholders in connection with activities on our
         behalf as described below. We believe these funds will be sufficient to cover the foregoing expenses and reimbursement
         costs. We could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants
         to assist us with our search for a target business or as a down payment or to fund a ―no-shop‖ provision (a provision in letters
         of intent designed to keep target businesses from ―shopping‖ around for transactions with other companies on terms more
         favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any
         current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target
         business, the amount that would be used as a down payment or to fund a ―no-shop‖ provision would be determined based on
         the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds
         (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or
         conducting due diligence with respect to, potential target businesses.

              The allocation of the net proceeds available to us outside of the trust account, along with the available interest earned on
         the funds held in the trust account, represents our best estimate of the intended uses of these funds. In the event that our
         assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above described categories.

               We will likely use substantially all of the net proceeds of this offering, including the funds held in the trust account, to
         acquire a target business and to pay our expenses relating thereto. Additionally, while we are not obligated to engage any of
         the underwriters to assist us with locating a target business following this offering, we are not restricted from doing so. If we
         did, we may pay a fee to them for their services for assisting us in locating a target business. To the extent that our capital
         stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account
         which are not used to consummate a business combination will be disbursed to the combined company and will, along with
         any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such
         working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,
         for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be
         used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business
         combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

              To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our
         remaining assets outside of the trust account. If such funds are insufficient, Nathan Leight and Jason Weiss have agreed to
         advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately
         $15,000) and have agreed not to seek repayment of such expenses.

              Nathan Leight, our chairman of the board, and Jason Weiss, our chief executive officer, has each advanced to us
         $62,500 (for a total of $125,000) which was used to pay a portion of the expenses of this offering referenced in the line items
         above for SEC registration fee, NASD filing fee, the non-refundable portion of the American Stock Exchange listing fee, and
         a portion of the legal and audit fees and expenses. The loans will be payable without interest on the earlier of February 27,
         2008 or the consummation of this


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         offering. The loans will be repaid out of the proceeds of this offering available to us for payment of offering expenses.

              We believe that, upon consummation of this offering, we will have sufficient available funds (which includes amounts
         that may be released to us from the trust account) to operate for the next 24 months, assuming that a business combination is
         not consummated during that time.

              A public stockholder will be entitled to receive funds from the trust account (including interest earned on his, her or its
         portion of the trust account) only in the event of our liquidation or if that public stockholder converts such shares into cash in
         connection with a business combination which the public stockholder voted against and which we consummate. In no other
         circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

              Upon the consummation of our initial business combination, the underwriters will be entitled to receive the portion of
         the proceeds held in the trust account attributable to the underwriters’ discounts and commissions held in the trust account.


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                                                                             DILUTION

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

               At February 28, 2007, our net tangible book value was $532, or approximately $0.00 per share of common stock. After
         giving effect to the sale of 30,000,000 shares of common stock included in the units we are offering by this prospectus, and
         the deduction of underwriting discounts and estimated expenses of this offering, and the sale of the insider warrants, our pro
         forma net tangible book value at February 28, 2007 would have been $165,289,006 or $6.48 per share, representing an
         immediate increase in net tangible book value of $6.48 per share to the existing stockholders and an immediate dilution of
         $3.52 per share or 35.2% to new investors not exercising their conversion rights. For purposes of presentation, our pro forma
         net tangible book value after this offering is approximately $115,994,994 less than it otherwise would have been because if
         we effect a business combination, the conversion rights of the public stockholders (but not our existing stockholders) may
         result in the conversion into cash of up to approximately 39.99% of the aggregate number of the shares sold in this offering
         at a per-share conversion price equal to the amount in the trust account (a portion of which is made up of $9,000,000 in
         deferred underwriting discounts and commissions) as of two business days prior to the consummation of the proposed
         business combination, inclusive of any interest, divided by the number of shares sold in this offering.

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


         Public offering price                                                                                                                     $ 10.00
           Net tangible book value before this offering                                                                             $ 0.00
           Increase attributable to new investors and private sales                                                                   6.48
         Pro forma net tangible book value after this offering                                                                                           6.48
         Dilution to new investors                                                                                                                 $     3.52


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


                                                                                                                                                    Average
                                                              Shares Purchased                               Total Consideration                     Price
                                                           Number            Percentage                    Amount             Percentage           Per Share


         Existing stockholders                               7,500,000 (1)                20.0 % $              25,000                  0.01 % $ 0.003
         New investors                                      30,000,000                    80.0 % $         300,000,000                 99.99 % $ 10.00
                                                            37,500,000                   100.0 % $         300,025,000                 100.0 %



            (1) Assumes the over-allotment option has not been exercised and an aggregate of 1,125,000 shares of common stock have been forfeited by our initial
                stockholders as a result thereof.



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


         Numerator:
            Net tangible book value before this offering                                                                             $              532
            Net proceeds from this offering and private placement                                                                           290,260,000
            Offering costs paid in advance and excluded from net tangible book value before this offering                                        23,468
            Less: deferred underwriters’ discounts and commissions payable on consummation of a
               business combination                                                                                                          (9,000,000 )
            Less: Proceeds held in trust subject to conversion to cash ($290,060,000 × 39.99%)                                             (115,994,994 )
                                                                                                                                     $      165,289,006

         Denominator:
             Shares of common stock outstanding prior to this offering                                                                         7,500,000 (1)
             Shares of common stock included in the units offered                                                                             30,000,000
             Less: Shares subject to conversion (30,000,000 x 39.99%)                                                                        (11,997,000 )
                                                                                                                                              25,503,000



            (1) Assumes the over-allotment option has not been exercised and an aggregate of 1,125,000 shares of common stock have been forfeited by our initial
                stockholders as a result thereof.



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                                                                         CAPITALIZATION


              The following table sets forth our capitalization at February 28, 2007 and as adjusted to give effect to the sale of our
         units and the insider warrants and the application of the estimated net proceeds derived from the sale of such securities:


                                                                                                                              February 28, 2007
                                                                                                                     Actual              As Adjusted (1)


         Notes payable to certain existing stockholders                                                           $ 100,000            $                —
         Common stock, $.0001 par value, -0- and 11,997,000 shares which are subject to
           possible conversion, shares at conversion value                                                                    —             115,994,994
         Stockholders’ equity:
           Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued or
             outstanding                                                                                                      —                         —
           Common stock, $.0001 par value, 85,000,000 shares authorized;
             8,625,000 shares issued and outstanding, actual; 25,503,000 shares issued and
             outstanding (excluding 11,997,000 shares subject to possible conversion), as
             adjusted                                                                                                     863                     2,550 (2)
           Additional paid-in capital                                                                                  24,137               165,287,456
           Deficit accumulated during the development stage                                                            (1,000 )                  (1,000 )
               Total stockholders’ equity:                                                                             24,000               165,289,006
               Total capitalization                                                                               $ 124,000            $    281,284,000



            (1) Includes the $3,000,000 we will receive from the sale of the insider warrants.

            (2) Assumes the over-allotment option has not been exercised and an aggregate of 1,125,000 shares of common stock have been forfeited by our initial
                stockholders as a result thereof.


              If we consummate a business combination, the conversion rights afforded to our public stockholders (but not our
         existing stockholders) may result in the conversion into cash of up to approximately 39.99% of the aggregate number of
         shares sold in this offering at a per-share conversion price equal to the amount in the trust account (a portion of which is
         made up of $9,000,000 in deferred underwriting discounts and commissions), inclusive of any interest thereon not previously
         released to us for working capital requirements and tax obligations, as of two business days prior to the proposed
         consummation of a business combination, divided by the number of shares sold in this offering. Because converting
         stockholders will receive their proportionate share of the deferred underwriting discounts and commissions and the
         underwriters will be paid the full amount of their deferred underwriting compensation at the time of the consummation of
         our initial business combination, the Company (and, therefore, the non-converting stockholders) will bear the financial effect
         of such payments to both the converting stockholders and the underwriters.


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


              We were formed on February 1, 2007 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition
         or other similar business combination with an operating business. We intend to utilize cash derived from the proceeds of this
         offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The
         issuance of additional shares of our capital stock:

               •    may significantly reduce the equity interest of our stockholders;

               •    may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those
                    afforded to our common stock;

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

               •    may adversely affect prevailing market prices for our common stock.

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

               •    default and foreclosure on our assets if our operating revenues after a business combination are 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 contains covenants that require the maintenance of certain financial ratios or reserves
                    and we breach any such covenant without a waiver or renegotiation of that covenant;

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

               •    our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our
                    ability to obtain additional financing while such security is outstanding.

             We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has
         been to prepare for our proposed fundraising through an offering of our equity securities.

               We estimate that the net proceeds from the sale of the units, after deducting offering expenses of approximately
         $740,000 and underwriting discounts of approximately $21,000,000, or $24,150,000 if the over-allotment option is exercised
         in full, will be approximately $278,260,000, or $320,110,000 if the underwriters’ over-allotment option is exercised in full.
         However, the underwriters have agreed that $0.30 per unit of the underwriting discounts and commissions will be deferred
         and will not be payable unless and until we consummate a business combination. Accordingly, $287,060,000, or
         $330,260,000 if the over-allotment option is exercised in full, plus the $3,000,000 we will receive from the sale of the insider
         warrants, will be held in trust and the remaining $200,000 in either event, will not be held in trust. We intend to use
         substantially all of the net proceeds of this offering, including the funds held in the trust account (excluding deferred
         underwriting discounts and commissions), to acquire a target business and to pay our expenses relating thereto. To the extent
         that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining proceeds
         held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the
         operations of the target business. Such working capital funds could be used in a variety of ways including continuing or
         expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing
         or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior
         to the completion of our business combination if the funds available to us outside of the trust account were insufficient to
         cover such expenses.

              We believe that, upon consummation of this offering, the $200,000 of net proceeds not held in the trust account, plus
         the up to $3,100,000 of interest earned on the trust account balance that may be released to us as well as amounts necessary
         for our tax obligations, will be sufficient to allow us to operate for at least the
33
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         next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we will
         be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on
         prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or
         their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses,
         selecting the target business to acquire and structuring, negotiating and consummating the business combination. We
         anticipate that we will incur approximately:

               •    $1,000,000 of expenses for the search for target businesses and for the legal, accounting and other third-party
                    expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;

               •    $250,000 of expenses for the due diligence and investigation of a target business by our officers, directors and
                    existing stockholders;

               •    $200,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

               •    $180,000 for the administrative fee payable to Terrapin Partners LLC ($7,500 per month for twenty four months);
                    and

               •    $1,670,000 for general working capital that will be used for miscellaneous expenses and reserves, including
                    approximately $120,000 for director and officer liability insurance premiums.

              We do not believe we will need to raise additional funds following this offering in order to meet the expenditures
         required for operating our business. However, we may need to raise additional funds through a private offering of debt or
         equity securities if such funds are required to consummate a business combination that is presented to us, although we have
         not entered into any such arrangement and have no current intention of doing so.

             We are obligated, commencing on the date of this prospectus, to pay to Terrapin Partners LLC, an affiliate of Nathan
         Leight and Jason Weiss, a monthly fee of $7,500 for general and administrative services.

               As of the date of this prospectus, Nathan Leight and Jason Weiss have advanced an aggregate of $125,000 to us, on a
         non-interest bearing basis, for payment of offering expenses on our behalf. The loans will be payable without interest on the
         earlier of February 27, 2008 or the consummation of this offering. The loans will be repaid out of the proceeds of this
         offering not being placed in trust.

               Nathan Leight and Jason Weiss have committed to purchase an aggregate of 3,000,000 warrants at $1.00 per warrant
         (for a total purchase price of $3,000,000) from us. These purchases will take place on a private placement basis
         simultaneously with the consummation of this offering.


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                                                            PROPOSED BUSINESS


         Introduction

              We are a recently organized Delaware blank check company incorporated on February 1, 2007 in order to serve as a
         vehicle for the acquisition of an operating business. We intend to focus our efforts on seeking a business combination with a
         portfolio company currently held by a private equity firm specializing in either leveraged buyouts or venture capital. We
         believe these types of companies represent attractive acquisition targets for the following reasons:

               •    Substantial Capital Has Been Invested by Private Equity Firms in Recent Years. According to Standard & Poor’s
                    Leveraged Buyout Review, U.S. leveraged buyout volumes have increased from $40.5 billion in 2000 to
                    $233.0 billion in 2006, a compound annual growth rate of 33.9%. Furthermore, according to Thomson Financial,
                    $442.1 billion of venture capital has been raised by private companies from 2000 to 2006. Therefore, we believe
                    that there should be a significant number of businesses available for sale from private equity firms in the coming
                    years.

               •    Private Equity Firms Have An Ongoing Need for Investment Realizations. Because most private equity funds are
                    limited life investment vehicles, they continuously seek liquidity events for their portfolio companies.

               •    Higher Levels of Leverage Used to Fund Leveraged Buyouts Increase the Need to Divest Non-Core
                    Assets. According to Standard & Poor’s Leveraged Buyout Review, the average Debt to EBITDA (adjusted for
                    prospective cost savings or synergies) multiples of leveraged buyout loans has increased from 4.2x in 2000 to 5.4x
                    in 2006 and 5.7x in the fourth quarter of 2006. Given the higher debt levels, private equity firms are encouraged to
                    quickly sell non-core assets, which we believe will create attractive acquisition targets for us.

              Accordingly, our principal strategy in sourcing our business combination will be to search for an attractive company
         held by such an investment fund.

             Our efforts to identify a prospective target business will not be limited to a particular industry. We intend to focus on
         companies with positive operating cash flow that are well-positioned to capitalize on one of the following two investment
         themes:

               •    Changing Socio-Economics and Demographics. We intend to focus on portfolio companies that are well
                    positioned to capitalize on certain emerging socio-economic and demographic trends. While many socio-economic
                    and demographic trends have been well researched and documented, such as the aging of the population and the
                    growing ethnic base of specific minorities, we believe that few companies have actually altered their strategy to
                    specifically prepare for such trends. If we acquire such a company, we intend to accelerate the steps needed to
                    position the company to better exploit the socio-economic and demographic changes impacting its business.

               •    Intellectual Property, Proprietary Business Practices and/or Other Intangible Assets. We intend to focus on
                    companies that have potentially underexploited or not fully-developed intellectual property, proprietary business
                    practices and/or other intangible assets. Such businesses generally have fewer tangible assets and are generally
                    more dependent on the implementation of technology. We believe that such companies can be acquired for
                    attractive valuations. If we acquire such a company, we intend to focus on applying new technologies or business
                    models to leverage or more fully develop its intangible assets, and thereby increase growth and improve
                    profitability.

             While we may or may not consummate our business combination with a company owned by a private equity firm (or a
         company with the investment themes discussed above), we believe this focus will allow us to find attractive acquisition
         candidates.


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               We believe that private equity firms will find the opportunity to sell to us attractive for the following reasons:

               •    Attractive Route to Liquidity. We may present an easier and less risky route to liquidity for their portfolio
                    companies than going through an initial public offering.

               •    Ability to Retain Upside in the Business. Our ability to issue shares of our common stock in a business
                    combination provides a unique and attractive way for a private equity firm selling a portfolio company to retain an
                    equity stake in the ongoing business.

               •    Track Record of Aldabra 2 Management Team. Nathan Leight and Jason Weiss served as the Chairman and
                    CEO, respectively, of Aldabra Acquisition Corporation which recently completed a merger with Great Lakes
                    Dredge & Dock Corporation, a portfolio company of Madison Dearborn Partners. We believe many private equity
                    firms will view the consummation of that merger (and the fact that the securities of Aldabra Acquisition
                    Corporation have appreciated markedly since then) as a positive factor in considering whether or not to sell a
                    portfolio company to us.


         Summary of Aldabra Acquisition Corporation Merger with Great Lakes Dredge & Dock Corporation

              In February 2005, Aldabra Acquisition Corporation, a blank check company founded by Nathan Leight and Jason
         Weiss with an objective to acquire an operating business owned by a private equity or venture capital fund (the same
         objective as ours), consummated its initial public offering, raising $55.2 million. On December 27, 2006, Aldabra
         Acquisition Corporation completed a merger with Great Lakes Dredge & Dock Corporation (―Great Lakes‖), a Madison
         Dearborn Partners, LLC portfolio company. Great Lakes, with more than 180 specialized vessels, is the largest provider of
         dredging services in North America and the only U.S. dredging company with significant international operations. Great
         Lakes also owns an 85% interest in North American Site Developers, Inc., one of the largest U.S. providers of commercial
         and industrial demolition services, and a 50% interest in a marine sand mining operation in New Jersey which supplies sand
         and aggregate used for road and building construction. In the merger, Aldabra Acquisition Corporation issued approximately
         29 million shares of its common stock to Great Lakes’ stockholders and assumed approximately $250 million of Great
         Lakes’ debt. As a result of the merger, Great Lakes is now owned approximately 28% by Aldabra Acquisition Corporation’s
         former stockholders, 67% by Madison Dearborn Partners and 5% by Great Lakes’ management. The funds held in Aldabra
         Acquisition Corporation’s trust account were used to pay down Great Lakes’ existing term bank debt by approximately
         $50 million. Great Lakes common stock and warrants currently trade on the Nasdaq Global Market under the symbols
         GLDD and GLDDW, respectively. Nathan Leight and Jason Weiss currently serve as directors of Great Lakes.


         Effecting a business combination

               General

              We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite
         period of time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock,
         debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of this
         offering are intended to be applied generally toward effecting a business combination as described in this prospectus, the
         proceeds are not otherwise being designated for any more specific purposes. Accordingly, investors in this offering are
         investing without first having an opportunity to evaluate the specific merits or risks of any one or more business
         combinations. A business combination may involve the acquisition of, or merger with, a company which does not need
         substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may
         deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss
         of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to
         consummate a business combination with a company that may be financially unstable or in its early stages of development or
         growth. While we may seek to effect simultaneous business combinations with more than one target business, we will
         probably have the ability, as a result of our limited resources, to effect only a single business combination.


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               We have not identified a target business or target industry

              To date, we have not selected any target business or target industry on which to concentrate our search for a business
         combination. Our officers and directors have neither individually identified or considered a target business nor have they had
         any discussions regarding possible target businesses amongst themselves or with our underwriters or other advisors. None of
         our officers, directors, promoters and other affiliates has engaged in discussions on our behalf with representatives of other
         companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other similar business
         combination with us, nor have we, nor any of our agents or affiliates, been approached by any candidates (or representatives
         of any candidates) with respect to a possible acquisition transaction with us. Additionally, we have not, nor has anyone on
         our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we
         engaged or retained any agent or other representative to identify or locate such an acquisition candidate. We have also not
         conducted any research with respect to identifying the number and characteristics of the potential acquisition candidates. As
         a result, we cannot assure you that we will be able to locate a target business or that we will be able to engage in a business
         combination with a target business on favorable terms.

               Subject to the limitations that a target business have a fair market value of at least 80% of our net assets at the time of
         the acquisition, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a
         prospective acquisition candidate. We have not established any other specific attributes or criteria (financial or otherwise) for
         prospective target businesses. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or
         risks of the target business with which we may ultimately complete a business combination. To the extent we effect a
         business combination with a financially unstable company or an entity in its early stage of development or growth, including
         entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and
         operations of financially unstable and early stage or potential emerging growth companies. Although our management will
         endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or
         assess all significant risk factors.

               Sources of target businesses

               While we have not yet identified any acquisition candidates, we believe based on our management’s business
         knowledge and past experience that there are numerous acquisition candidates that we intend to target. We anticipate that
         target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
         venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the
         financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being
         solicited by us through calls, mailings or advertisements. These sources may also introduce us to target businesses they think
         we may be interested in on an unsolicited basis, since many of these sources will have read this prospectus and know what
         types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention
         target business candidates that they become aware of through their business contacts as a result of formal or informal
         inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently
         anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any
         formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee,
         consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
         Our management has experience in evaluating transactions but will retain advisors as they deem necessary to assist them in
         their due diligence efforts. In no event, however, will any of our existing officers, directors, stockholders or special advisors,
         or any entity with which they are affiliated, be paid, from us or a target business, any finder’s fee, consulting fee or other
         compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination
         (regardless of the type of transaction that it is). If we determine to enter into a business combination with a target business
         that is affiliated with our officers, directors, special advisors or stockholders, we would do so only if we obtained an opinion
         from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a
         financial point of view. However, as of the date of this prospectus, there are no affiliated entities that we would consider as a
         business combination target.


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         We will not acquire an entity with which any of our officers or directors, through their other business activities, is currently
         having acquisition or investment discussions. Additionally, we have not contacted any of the prospective target businesses
         that Aldabra Acquisition Corporation contacted in connection with its search for a business combination and do not intend to
         do so unless the operations, profits or prospects of such target business improved significantly and we were made aware of
         such change. At this time, we do not anticipate this happening. We also do not anticipate acquiring an entity with which our
         officers or directors, through their other business activities, had acquisition or investment discussions, nor do we anticipate
         acquiring an entity that is either a portfolio company of, or has otherwise received a financial investment from, an
         investment banking firm (or an affiliate thereof) that is affiliated with our management. However, if we determined to
         acquire an entity affiliated with our officers, directors, special advisors, initial stockholders or their affiliates, we are required
         to obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated
         shareholders from a financial point of view.

               Selection of a target business and structuring of a business combination

               Subject to the requirement that our initial business combination must be with a target business with a fair market value
         that is at least 80% of our net assets at the time of such acquisition, our management will have virtually unrestricted
         flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes or
         criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our
         management may consider a variety of factors, including one or more of the following:

               •    financial condition and results of operation;

               •    growth potential;

               •    experience and skill of management and availability of additional personnel;

               •    capital requirements;

               •    competitive position;

               •    barriers to entry;

               •    stage of development of the products, processes or services;

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

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

               •    regulatory environment of the industry; and

               •    costs associated with effecting the business combination.

               These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business
         combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by
         our management in effecting a business combination consistent with our business objective. In evaluating a prospective
         target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with
         incumbent management and inspection of facilities, as well as review of financial and other information which is made
         available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we
         may engage, although we have no current intention to engage any such third parties. We intend to have all prospective target
         businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
         trust account. If any prospective target business refused to execute such agreement, it is unlikely we would continue
         negotiations with such target business. However, in no event will we enter into a definitive agreement for a business
         combination with a target business unless such entity executes a waiver agreement.

               The time and costs required to select and evaluate a target business and to structure and complete the business
         combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the
         identification and evaluation of a prospective target business with which a business combination is not ultimately completed
         will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.
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              Additionally, while we are not obligated to engage any of the underwriters to assist us with locating a target business
         following this offering, we are not restricted from doing so. If we did, we may pay a fee to them for their services for
         assisting us in locating a target business.

               Fair market value of target business

                The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of our
         net assets at the time of such acquisition, although we may acquire a target business whose fair market value significantly
         exceeds 80% of our net assets. We anticipate structuring a business combination to acquire 100% of the equity interests or
         assets of the target business. We may, however, structure a business combination to acquire less than 100% of such interests
         or assets of the target business but will not acquire less than a controlling interest (which would be at least 50% of the voting
         securities of the target business). If we acquire only a controlling interest in a target business or businesses, the portion of
         such business that we acquire must have a fair market value equal to at least 80% of our net assets. In order to consummate
         such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses
         and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific
         business combination under consideration, we have not entered into any such fund raising arrangement and have no current
         intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or
         more standards generally accepted by the financial community (such as actual and potential sales, earnings and cash flow
         and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market
         value, we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of
         such criteria. Since any opinion, if obtained, would merely state that fair market value meets the 80% of net assets threshold,
         it is not anticipated that copies of such opinion would be distributed to our stockholders, although copies will be provided to
         stockholders who request it. We will not be required to obtain an opinion from an investment banking firm as to the fair
         market value if our board of directors independently determines that the target business complies with the 80% threshold.

               Lack of business diversification

              Our business combination must be with a target business or businesses that collectively satisfy the minimum valuation
         standard at the time of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions
         of several operating businesses at the same time. Therefore, at least initially, the prospects for our success may be entirely
         dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete
         several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable
         that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of
         losses. By consummating a business combination with only a single entity, our lack of diversification may:

               •    subject us to numerous economic, competitive and regulatory developments, any or all of which may have a
                    substantial adverse impact upon the particular industry in which we may operate subsequent to a business
                    combination, and

               •    result in our dependency upon the performance of a single operating business or the development or market
                    acceptance of a single or limited number of products, processes or services.

              If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we
         will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the
         other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination.
         With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to
         possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks
         associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single
         operating business.


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               Limited ability to evaluate the target business’ management

               Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of
         effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to
         be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or
         abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business
         following a business combination cannot presently be stated with any certainty. While it is possible that some of our key
         personnel will remain associated in senior management or advisory positions with us following a business combination, it is
         unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they
         would only be able to remain with the company after the consummation of a business combination if they are able to
         negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take
         place simultaneously with the negotiation of the business combination and could provide for them to receive compensation
         in the form of cash payments and/or our securities for services they would render to the company after the consummation of
         the business combination. While the personal and financial interests of our key personnel may influence their motivation in
         identifying and selecting a target business, their ability to remain with the company after the consummation of a business
         combination will not be the determining factor in our decision as to whether or not we will proceed with any potential
         business combination. Additionally, we cannot assure you that our officers and directors will have significant experience or
         knowledge relating to the operations of the particular target business.

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

               Opportunity for stockholder approval of business combination

               Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even
         if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In
         connection with any such transaction, we will also submit to our stockholders for approval a proposal to amend our amended
         and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation
         of such business combination. Any vote to extend our corporate life to continue perpetually following the consummation of a
         business combination will be taken only if the business combination is approved. We will only consummate a business
         combination if stockholders vote both in favor of such business combination and our amendment to extend our corporate
         life.

              In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with
         proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended, which, among
         other matters, will include a description of the operations of the target business and audited historical financial statements of
         the business.

               In connection with the vote required for any business combination, all of our existing stockholders, including all of our
         officers and directors, have agreed to vote their respective initial shares in accordance with the majority of the shares of
         common stock voted by the public stockholders. This voting arrangement shall not apply to shares included in units
         purchased in this offering or purchased following this offering in the open market by any of our existing stockholders,
         officers and directors. Accordingly, they may vote these shares on a proposed business combination any way they choose.
         We will proceed with the business combination only if a majority of the shares of common stock voted by the public
         stockholders are voted in favor of the business combination and public stockholders owning less than 40% of the shares sold
         in this offering both exercise their conversion rights and vote against the business combination.

               Conversion rights

              At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right
         to have such stockholder’s shares of common stock converted to cash if the stockholder votes against the business
         combination and the business combination is approved and completed. Our existing


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         stockholders will not have such conversion rights with respect to any shares of common stock owned by them, directly or
         indirectly, whether included in or underlying their initial shares or purchased by them in this offering or in the aftermarket.
         The actual per-share conversion price will be equal to the amount in the trust account, inclusive of any interest (calculated as
         of two business days prior to the consummation of the proposed business combination), divided by the number of shares sold
         in this offering. Without taking into account any interest earned on the trust account, the initial per-share conversion price
         would be approximately $9.67.

               An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement
         and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the
         request will not be granted unless the stockholder votes against the business combination and the business combination is
         approved and completed. Additionally, we may require public stockholders, whether they are a record holder or hold their
         shares in ―street name,‖ to either tender their certificates to our transfer agent at any time through the vote on the business
         combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC
         (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy solicitation materials that we will furnish to
         stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring
         stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time
         we send out our proxy statement through the vote on the business combination to tender his shares if he wishes to seek to
         exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as the
         delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in ―street
         name,‖ in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares
         through the DWAC System, we believe this time period is sufficient for an average investor. However, because we do not
         have any control over this process, it may take significantly longer than we anticipated. Traditionally, in order to perfect
         conversion rights in connection with a blank check company’s business combination, a holder could simply vote against a
         proposed business combination and check a box on the proxy card indicating such holder was seeking to convert. After the
         business combination was approved, the company would contact such stockholder to arrange for him to deliver his
         certificate to verify ownership. As a result, the stockholder then had an ―option window‖ after the consummation of the
         business combination during which he could monitor the price of the stock in the market. If the price rose above the
         conversion price, he could sell his shares in the open market before actually delivering his shares to the company for
         cancellation. Thus, the conversion right, to which stockholders were aware they needed to commit before the stockholder
         meeting, would become a ―put‖ right surviving past the consummation of the business combination until the converting
         holder delivered his certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a
         converting holder’s election to convert is irrevocable once the business combination is approved. There is a nominal cost
         associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the
         DWAC system. The transfer agent will typically charge the tendering broker $35 and it would be up to the broker whether or
         not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require
         holders seeking to exercise conversion rights to tender their shares prior to the meeting — the need to deliver shares is a
         requirement of conversion regardless of the timing of when such delivery must be effectuated. Accordingly, this would not
         result in any increased cost to shareholders when compared to the traditional process.

              Any request for conversion, once made, may be withdrawn at any time up to the vote taken with respect to the proposed
         business combination. Furthermore, if a stockholder delivered his certificate for conversion and subsequently decided prior
         to the meeting not to elect conversion, he may simply request that the transfer agent return the certificate (physically or
         electronically). It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect
         conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their
         stock into their share of the trust account still have the right to exercise any warrants they still hold.

               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 twenty four months


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         from the date of this prospectus. If the initial business combination is not approved or completed for any reason, then public
         stockholders voting against our initial business combination who exercised their conversion rights would not be entitled to
         convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In
         such case, if we have required public stockholders to tender their certificates prior to the meeting, we will promptly return
         such certificates to the tendering public stockholder. Public stockholders would be entitled to receive their pro rata share of
         the aggregate amount on deposit in the trust account only in the event that the initial business combination they voted against
         was duly approved and subsequently completed, or in connection with our liquidation.

              We will not complete any business combination if public stockholders, owning 40% or more of the shares sold in this
         offering, both exercise their conversion rights and vote against the business combination. Accordingly, it is our
         understanding and intention in every case to structure and consummate a business combination in which public stockholders
         owning 39.99% of the shares sold in this offering may exercise their conversion rights and the business combination will still
         go forward. We have set the conversion percentage at 40% in order to reduce the likelihood that a small group of investors
         holding a block of our stock will be able to stop us from completing a business combination that is otherwise approved by a
         large majority of our public stockholders.

              Investors in this offering who do not sell, or who receive less than an aggregate of approximately $0.33 of net sales
         proceeds for, the warrants included in the units, or persons who purchase common stock in the aftermarket at a price in
         excess of $9.67 per share, may have a disincentive to exercise their conversion rights because the amount they would receive
         upon conversion could be less than their original or adjusted purchase price.

               Liquidation if no business combination

              Our amended and restated certificate of incorporation provides that we will continue in existence only until         , 2009
         [twenty four months from the date of this prospectus]. This provision may not be amended except in connection with the
         consummation of a business combination. If we have not completed a business combination by such date, our corporate
         existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the
         Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally
         voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation Law. Accordingly, limiting
         our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law
         removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board
         of directors and stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of
         dissolution with the Delaware Secretary of State). We view this provision terminating our corporate life by         , 2009
         [twenty four months from the date of this prospectus] as an obligation to our stockholders and will not take any action to
         amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation
         of a business combination.

               If we are unable to complete a business combination by           , 2009 [twenty four months from the date of this
         prospectus], we will distribute to all of our public stockholders, in proportion to their respective equity interests, an
         aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets (subject to
         our obligations under Delaware law to provide for claims of creditors as described below). We anticipate notifying the
         trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than
         10 business days to effectuate such distribution. Our initial stockholders have waived their rights to participate in any
         liquidation distribution with respect to their initial shares. There will be no distribution from the trust account with respect to
         our warrants, which will expire worthless. We will pay the costs of liquidation from our remaining assets outside of the trust
         account. If such funds are insufficient, Nathan Leight and Jason Weiss have agreed to advance us the funds necessary to
         complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek
         repayment of such expenses.

             If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and
         without taking into account interest, if any, earned on the trust account, the initial per-share


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         liquidation price would be approximately $9.67. The proceeds deposited in the trust account could, however, become subject
         to the claims of our creditors (which could include vendors and service providers we have engaged to assist us in any way in
         connection with our search for a target business and that are owed money by us, as well as target businesses themselves)
         which could have higher priority than the claims of our public stockholders. Messrs. Leight and Weiss have personally
         agreed, pursuant to agreements with us and Lazard Capital Markets that, if we liquidate prior to the consummation of a
         business combination, they will be personally liable to pay debts and obligations to target businesses or vendors or other
         entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds
         of this offering not held in the trust account, but only if, and to the extent, the claims reduce the amounts in the trust account.
         We cannot assure you, however, that they would be able to satisfy those obligations. Furthermore, Messrs. Leight and Weiss
         will not have any personal liability as to any claimed amounts owed to a third party (including target businesses) who
         executed a waiver. If a claim was made that resulted in Messrs. Leight and Weiss having personal liability and they refused
         to satisfy their obligations, we would have a fiduciary obligation to bring an action against them to enforce our
         indemnification rights and would accordingly bring such an action against them. Accordingly, the actual per-share
         liquidation price could be less than approximately $9.67, plus interest, due to claims of creditors. Additionally, in the case of
         a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that
         public stockholders receive no less than $10.00 per share upon liquidation. Furthermore, if we are forced to file a bankruptcy
         case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could
         be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third
         parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we
         cannot assure you we will be able to return to our public stockholders at least approximately $9.67 per share.

              Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our
         corporate existence and our liquidation or if they seek to convert their respective shares into cash upon a business
         combination which the stockholder voted against and which is completed by us. In no other circumstances will a stockholder
         have any right or interest of any kind to or in the trust account.

               Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a
         corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain
         procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable
         provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought
         against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional
         150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with
         respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
         distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the
         dissolution. However, as stated above, it is our intention to make liquidating distributions to our stockholders as soon as
         reasonably possible after           , 2009 [twenty four months from the date of this prospectus] and, therefore, we do not
         intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of
         distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third
         anniversary of such date. Because we will not be complying with Section 280, Section 281(b) of the Delaware General
         Corporation Law requires us to adopt a plan that will provide for our payment, based on facts known to us at such time, of
         (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the
         subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or
         those that we believe could be potentially brought against us within the subsequent 10 years prior to our distributing the
         funds in the trust account to our public stockholders. However, because we are a blank check company, rather than an
         operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
         likely claims to arise would be from our vendors and service providers (such as accountants, lawyers, investment bankers,
         etc.) and potential target businesses. As described above, pursuant to the obligation contained in our underwriting agreement,
         we will seek to have all vendors, service providers and prospective target businesses execute agreements with us waiving
         any right, title, interest or claim of any


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         kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against us will be
         limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore
         believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to
         distribute the funds in the trust account to our public stockholders. Nevertheless, we cannot assure you of this fact as there is
         no guarantee that vendors, service providers and prospective target businesses will execute such agreements. Nor is there any
         guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. A court
         could also conclude that such agreements are not legally enforceable. As a result, if we liquidate, the per-share distribution
         from the trust account could be less than approximately $9.67 due to claims or potential claims of creditors.

               If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed,
         any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
         a ―preferential transfer‖ or a ―fraudulent conveyance.‖ As a result, a bankruptcy court could seek to recover all amounts
         received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our
         public stockholders promptly after         , 2009 [twenty four months from the date of this prospectus] , this may be
         viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or
         distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our
         creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by
         paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
         claims will not be brought against us for these reasons.

               Competition

               In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities
         having a business objective similar to ours. There are approximately            blank check companies that have completed
         initial public offerings in the United States with more than $     billion in trust that are seeking to carry out a business plan
         similar to our business plan. Furthermore, there are a number of additional offerings for blank check companies that are still
         in the registration process but have not completed initial public offerings and there are likely to be more blank check
         companies filing registration statements for initial public offerings after the date of this prospectus and prior to our
         completion of a business combination. Additionally, we may be subject to competition from entities other than blank check
         companies having a business objective similar to ours, including venture capital firms, leverage buyout firms and operating
         businesses looking to expand their operations through the acquisition of a target business. Many of these entities are well
         established and have extensive experience identifying and effecting business combinations directly or through affiliates.
         Many of these competitors possess greater technical, human and other resources than us and our financial resources will be
         relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous
         potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring
         certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation
         gives others an advantage in pursuing the acquisition of a target business. Further, the following may not be viewed
         favorably by certain target businesses:

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

               •    our obligation to convert into cash shares of common stock held by our public stockholders to such holders that
                    both vote against the business combination and exercise their conversion rights may reduce the resources available
                    to us for a business combination; and

               •    our outstanding warrants, and the potential future dilution they represent.

             Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.
         Our management believes, however, that our status as a public entity and potential access to the United States public equity
         markets may give us a competitive advantage over privately-held entities having a


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         similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

              If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors
         of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability
         to compete effectively.

         Facilities

              We maintain our executive offices at c/o Terrapin Partners LLC, 540 Madison Avenue, 17 th Floor, New York, New
         York 10022. Terrapin Partners has agreed to provide us with certain administrative, technology and secretarial services, as
         well as the use of certain limited office space, including a conference room, at this location pursuant to a letter agreement
         between us and Terrapin Partners. The cost for the foregoing services to be provided to us by Terrapin Partners is $7,500 per
         month. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged
         by Terrapin Partners is at least as favorable as we could have obtained from an unaffiliated person. We consider our current
         office space adequate for our current operations.

         Employees

              We have two executive officers. These individuals are not obligated to devote any specific number of hours to our
         matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in
         any time period will vary based on whether a target business has been selected for the business combination and the stage of
         the business combination process the company is in. Accordingly, once management locates a suitable target business to
         acquire, they will spend more time investigating such target business and negotiating and processing the business
         combination (and consequently devote more time to our affairs) than they would prior to locating a suitable target business.
         We presently expect each of our executive officers to devote an average of approximately 10 hours per week to our business.
         We do not intend to have any full time employees prior to the consummation of a business combination, although Terrapin
         Partners has indicated to us that it will make available to us, as part of the administrative services to be provided to us in
         consideration of the $7,500 per month administrative fee, the services of two of its employees to assist us in our search for a
         target business. These individuals will not be required to devote any specific number of hours to our matters.

         Periodic Reporting and Audited Financial Statements

              We have registered our units, common stock and warrants under the Securities Exchange Act of 1934, as amended, and
         have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In
         accordance with the requirements of the Securities Exchange Act of 1934, our annual reports will contain financial
         statements audited and reported on by our independent registered public accountants.

              We will provide stockholders with audited financial statements of the prospective target business as part of the proxy
         solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial
         statements will need to be prepared in accordance with United States generally accepted accounting principles. We cannot
         assure you that any particular target business identified by us as a potential acquisition candidate will have financial
         statements prepared in accordance with United States generally accepted accounting principles or that the potential target
         business will be able to prepare its financial statements in accordance with United States generally accepted accounting
         principles. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.
         While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

         Comparison to offerings of blank check companies

              The following table compares and contrasts the terms of our offering and the terms of an offering of blank check
         companies under Rule 419 promulgated by the SEC assuming that the gross proceeds, underwriting discounts and
         underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriters will not exercise their
         over-allotment option. None of the terms of a Rule 419 offering will apply to this offering.


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                                                                                                      Terms
                                                          Terms of                                   Under a
                                                            Our                                      Rule 419
                                                          Offering                                   Offering


         Escrow of offering proceeds       $287,060,000 of the net offering          $251,100,000 of the offering proceeds
                                           proceeds plus the $3,000,000 we will      would be required to be deposited into
                                           receive from the sale of the insider      either an escrow account with an
                                           warrants will be deposited into a trust   insured depositary institution or in a
                                           account at Wells Fargo, maintained        separate bank account established by
                                           by Continental Stock Transfer &           a broker-dealer in which the
                                           Trust Company, acting as trustee.         broker-dealer acts as trustee for
                                                                                     persons having the beneficial interests
                                                                                     in the account.
         Investment of net proceeds        The $287,060,000 of net offering          Proceeds could be invested only in
                                           proceeds plus the $3,000,000 we will      specified securities such as a money
                                           receive from the sale of the insider      market fund meeting conditions of the
                                           warrants held in trust will only be       Investment Company Act of 1940 or
                                           invested in United States                 in securities that are direct obligations
                                           ―government securities‖ within the        of, or obligations guaranteed as to
                                           meaning of Section 2(a)(16) of the        principal or interest by, the United
                                           Investment Company Act of 1940            States.
                                           with a maturity of 180 days or less or
                                           in money market funds meeting
                                           certain conditions under Rule 2a-7
                                           promulgated under the Investment
                                           Company Act of 1940 .
         Limitation on Fair Value or Net   The initial target business that we       We would be restricted from
           Assets of Target Business       acquire must have a fair market value     acquiring a target business unless the
                                           equal to at least 80% of our net assets   fair value of such business or net
                                           at the time of such acquisition.          assets to be acquired represent at least
                                                                                     80% of the maximum offering
                                                                                     proceeds.


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                                                                                                  Terms
                                                        Terms of                                 Under a
                                                          Our                                    Rule 419
                                                        Offering                                 Offering


         Trading of securities issued   The units may commence trading on         No trading of the units or the
                                        or promptly after the date of this        underlying common stock and
                                        prospectus. The common stock and          warrants would be permitted until the
                                        warrants comprising the units will        completion of a business
                                        begin to trade separately on the 90th     combination. During this period, the
                                        day after the date of this prospectus     securities would be held in the escrow
                                        unless Lazard Capital Markets             or trust account.
                                        informs us of its decision to allow
                                        earlier separate trading, provided we
                                        have filed with the SEC a Current
                                        Report on Form 8-K, which includes
                                        an audited balance sheet reflecting
                                        our receipt of the proceeds of this
                                        offering, including any proceeds we
                                        receive from the exercise of the
                                        over-allotment option, if such option
                                        is exercised prior to the filing of the
                                        Current Report on Form 8-K. If the
                                        over-allotment option is exercised
                                        after our initial filing of a Form 8-K,
                                        we will file an amendment to the
                                        Form 8-K to provide updated
                                        financial information to reflect the
                                        exercise and consummation of the
                                        over-allotment option. We will also
                                        include in this Form 8-K, an
                                        amendment thereto, or in a
                                        subsequent Form 8-K, information
                                        indicating if Lazard Capital Markets
                                        has allowed separate trading of the
                                        common stock and warrants prior to
                                        the 90th day after the date of this
                                        prospectus.
         Exercise of the warrants       The warrants cannot be exercised          The warrants could be exercised prior
                                        until the later of the completion of a    to the completion of a business
                                        business combination and one year         combination, but securities received
                                        from the date of this prospectus and,     and cash paid in connection with the
                                        accordingly, will be exercised only       exercise would be deposited in the
                                        after the trust account has been          escrow or trust account.
                                        terminated and distributed.

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                                                                                                      Terms
                                                          Terms of                                   Under a
                                                            Our                                      Rule 419
                                                          Offering                                   Offering


         Election to remain an investor   We will give our stockholders the          A prospectus containing information
                                          opportunity to vote on the business        required by the SEC would be sent to
                                          combination. In connection with            each investor. Each investor would be
                                          seeking stockholder approval, we will      given the opportunity to notify the
                                          send each stockholder a proxy              company, in writing, within a period
                                          statement containing information           of no less than 20 business days and
                                          required by the SEC. A stockholder         no more than 45 business days from
                                          following the procedures described in      the effective date of the post-effective
                                          this prospectus is given the right to      amendment, to decide whether he or
                                          convert his or her shares into his or      she elects to remain a stockholder of
                                          her pro rata share of the trust account.   the company or require the return of
                                          However, a stockholder who does not        his or her investment. If the company
                                          follow these procedures or a               has not received the notification by
                                          stockholder who does not take any          the end of the 45th business day,
                                          action would not be entitled to the        funds and interest or dividends, if any,
                                          return of any funds.                       held in the trust or escrow account
                                                                                     would automatically be returned to
                                                                                     the stockholder. 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    Pursuant to our amended and restated       If an acquisition has not been
                                          certificate of incorporation, our          consummated within 18 months after
                                          corporate existence will cease 24          the effective date of the initial
                                          months from the date of this               registration statement, funds held in
                                          prospectus except for the purposes of      the trust or escrow account would be
                                          winding up our affairs and we will         returned to investors.
                                          liquidate. However, if we complete a
                                          business combination within this time
                                          period, we will amend this provision
                                          to allow for our perpetual existence
                                          following such business combination.

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                                                                                                           Terms
                                                              Terms of                                    Under a
                                                                Our                                       Rule 419
                                                              Offering                                    Offering


         Interest earned on the funds in the   There can be released to us, from time     All interest earned on the funds in the
           trust account                       to time, interest earned on the funds in   trust account will be held in trust for
                                               the trust account (i) up to an             the benefit of public stockholders
                                               aggregate of $3,100,000 to fund            until the earlier of the completion of a
                                               expenses related to investigating and      business combination and our
                                               selecting a target business and our        liquidation upon failure to effect a
                                               other working capital requirements         business combination within the
                                               and (ii) any amounts necessary to pay      allotted time.
                                               our tax obligations. The remaining
                                               interest earned on the funds in the
                                               trust account will not be released until
                                               the earlier of the completion of a
                                               business combination and our
                                               liquidation upon failure to effect a
                                               business combination within the
                                               allotted time.
         Release of funds                      Except for (i) up to $3,100,000 we         The proceeds held in the escrow
                                               may need to fund expenses related to       account would not be released until
                                               investigating and selecting a target       the earlier of the completion of a
                                               business and our other working             business combination or the failure to
                                               capital requirements and (ii) any          effect a business combination within
                                               amounts that we may need to pay our        the allotted time.
                                               tax obligations that may be released to
                                               us from the interest earned on the
                                               trust account balance, the proceeds
                                               held in the trust account will not be
                                               released until the earlier of the
                                               completion of a business combination
                                               and our liquidation upon failure to
                                               effect a business combination within
                                               the allotted time.

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                                                                MANAGEMENT


         Directors and Executive Officers

               Our current directors and executive officers are as follows:


         Nam
         e                                                         Age                                  Position


         Nathan Leight                                              47        Chairman of the Board
         Jason Weiss                                                37        Chief Executive Officer, Secretary and Director
         Jonathan W. Berger                                         47        Director
         Richard H. Rogel                                           57        Director
         Carl A. Albert                                             65        Director

              Nathan Leight has served as our chairman of the board since our inception. Mr. Leight is the co-founder and a
         managing member of Terrapin Partners LLC (including its affiliates), a co-founder and a managing member and the chief
         investment officer of Terrapin Asset Management, LLC (including its affiliates), and a co-founder and a managing member
         and the chief investment officer of TWF Management Company, LLC (including its affiliates). Terrapin Partners,
         established in August 1998, is a private investment management firm focusing on private equity investing. Terrapin Asset
         Management, established in March 2002, focuses primarily on the management of multi-manager hedge fund portfolios and
         as of April 30, 2007, managed, or provided sub-advisory services for, more than $500 million of assets. TWF Management
         Company, established in December 2004, focuses on the management of a water industry-focused hedge fund (The Water
         Fund, LP), and as of April 30, 2007 managed approximately $50 million. From November 2004 to December 2006,
         Mr. Leight was the chairman of the board of Aldabra Acquisition Corporation, a blank check company formed to acquire an
         operating business. In December 2006, Aldabra Acquisition Corporation completed a merger with Great Lakes Dredge &
         Dock Corp. Mr. Leight has continued to serve as a director of Great Lakes since December 2006. From September 1998 to
         March 1999, Mr. Leight served as the interim chief executive officer of e-STEEL LLC, an industry-specific
         business-to-business software enterprise, and from January 2000 to May 2002, he served as interim chief executive officer of
         VastVideo, Inc., a provider of special interest video content and related technology to web sites and interactive television
         operators. Both e-STEEL and VastVideo were Terrapin portfolio companies. From February 1995 to August 1998,
         Mr. Leight was employed by Gabriel Capital LP, a hedge fund with assets exceeding $1 billion specializing in investing in
         bankruptcies, under-valued securities, emerging markets, and merger arbitrage, and from February 1995 to August 1997 he
         served as its chief investment officer. From December 1991 to February 1995, Mr. Leight served as a managing director of
         Dillon Read & Co., a private investment firm, where he oversaw the firm’s proprietary trading department which invested
         primarily in risk arbitrage and bankruptcy/distressed companies. Mr. Leight received a B.A. from Harvard College (cum
         laude). Mr. Leight is the cousin of Jonathan W. Berger.

              Jason Weiss has served as our chief executive officer, secretary and a member of our board of directors since our
         inception. Mr. Weiss is the co-founder and a managing member of Terrapin Partners (including its affiliates), a co-founder
         and a managing member of Terrapin Asset Management (including its affiliates), and a co-founder and a managing member
         of TWF Management Company. From November 2004 to December 2006, Mr. Weiss was the chief executive officer,
         secretary and director of Aldabra Acquisition Corporation and has continued to serve as a director of Great Lakes (Aldabra’s
         merger partner as described above) since December 2006. From March 1999 to December 1999, Mr. Weiss served as the
         chief executive officer of PaperExchange.com, Inc., an industry-specific business-to-business software enterprise and a
         Terrapin portfolio company, and from December 1999 to March 2000 he served as executive vice president of strategy. He
         also served as a managing member of e-STEEL LLC from September 1998 to March 1999. Mr. Weiss also served as a
         managing member of Terrapin’s portfolio company, American Classic Sanitation, LLC, a construction site and special event
         services business specializing in portable toilets, temporary fencing, and sink rentals, from August 1998 to December 2000
         and from January 2004 to March 2004. He also served as its chief executive officer from August 1998 to December 1999
         and as a consultant from August 1998 to January 2004. From November 1997 to August 1998, Mr. Weiss was a private
         consultant for several companies. From April 1997 to November 1997, Mr. Weiss was the president of Pacific EyeNet, Inc.,
         a privately held physician practice


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         management organization. From June 1996 to April 1997, he was an associate with EGS Securities Corp., an investment
         banking and private equity boutique focused primarily on the health care sector, and from November 1994 to December
         1995, he was an associate with Booz Allen & Hamilton, a management consulting firm. Mr. Weiss received a B.A. from the
         University of Michigan (with Highest Distinction) and a J.D. (cum laude) from Harvard Law School.

               Jonathan W. Berger has served as a member of our board of directors since our inception. Mr. Berger has been
         associated with Navigant Consulting, Inc., a New York Stock Exchange-listed consulting firm, since December 2001, and is
         the managing director and co-practice area leader for the corporate finance practice. He has also been president of Navigant
         Capital Advisors, LLC, Navigant Consulting, Inc.’s registered broker-dealer, since October 2003. From November 2004 to
         December 2006, Mr. Berger was a director of Aldabra Acquisition Corporation and has continued to serve as a director since
         its acquisition of Great Lakes Dredge & Dock Holdings Corp in December 2006. From January 2000 to March 2001,
         Mr. Berger was president of DotPlanet.com, an Internet services provider. From August 1983 to December 1999, Mr. Berger
         was employed by KPMG, LLP, an independent public accounting firm, and served as a partner from August 1991 to
         December 1999 where he was in charge of the corporate finance practice for three of those years. Mr. Berger received a B.S.
         from Cornell University and an M.B.A. from Emory University. Mr. Berger is a certified public accountant. Mr. Berger is
         the cousin of Nathan D. Leight.

               Richard H. Rogel has been a member of our board of directors since our inception. Since 1997, Mr. Rogel has been a
         private investor. Mr. Rogel served as chairman of the board of CoolSavings, Inc., a provider of interactive marketing
         services to advertisers, their agencies, and publishers, from 1996 to December 2005, serving as its chairman of the board
         from July 2001 to December 2005 and as the chairman of its audit committee from 1998 to December 2005. In 1982,
         Mr. Rogel founded Preferred Provider Organization of Michigan, Inc., a preferred provider organization for health care
         delivery, and served as its Chairman from its inception until it was sold in 1997. Mr. Rogel has been a director of Origen
         Financial, Inc., a Nasdaq Global Market listed real estate investment trust, since August 2003. Mr. Rogel is the chairman of
         The Michigan Difference, a $2.5 billion endowment campaign for the University of Michigan. He is also on the University
         of Michigan President Advisory Board and is the past president of the University of Michigan Alumni Association. He has
         self-funded over 200 scholarships for the University of Michigan. He serves on the Board of Trustees of the Progressive
         Policy Institute and the Board of Directors of the Gore Range Natural Science School. Mr. Rogel received a B.B.A. from the
         University of Michigan.

              Carl A. Albert has served as a member of our board of directors since our inception. Since April 2000, Mr. Albert has
         served as the chairman of the board and chief executive officer of Fairchild Venture Capital Corporation, a private
         investment firm. From September 1990 to April 2000, Mr. Albert was the majority owner, chairman of the board and chief
         executive officer of Fairchild Aerospace Corporation and Fairchild Dornier Corporation, and Chairman of the Supervisory
         Board of Dornier Luftfahrt, GmbH, all aircraft manufacturing companies. From 1989 to 1990, Mr. Albert was a private
         investor. After providing start up venture capital, Mr. Albert served from 1981 to 1988 as chairman of the board and chief
         executive officer of Wings West Airlines, a California based regional airline that completed an initial public offering in 1983
         and was acquired by AMR Corporation, parent of American Airlines, in 1988. Following the acquisition Mr. Albert served
         as President until 1989. Prior to this, Mr. Albert was an attorney, specializing in business, real estate and corporate law.
         Mr. Albert received a B.A. from the University of California at Los Angeles and an L.L.B. from the University of California
         at Los Angeles School of Law.

              Our board of directors is divided into three classes with only one class of directors being elected in each year and each
         class serving a three-year term. The term of office of the first class of directors, consisting of Carl A. Albert, will expire at
         our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Richard H. Rogel
         and Jonathan W. Berger, will expire at the second annual meeting. The term of the third class of directors, consisting of
         Nathan Leight and Jason Weiss, will expire at the third annual meeting.


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         Special Advisors

              We may seek guidance and advice from the following special advisors. We have no formal arrangements or agreements
         with these advisors to provide services to us and accordingly, they have no fiduciary obligations to present business
         opportunities to us, although they have a beneficial interest in the shares of common stock held by Terrapin Partners Venture
         Partnership as a result of their ownership interest in such entity. These special advisors will simply provide advice,
         introductions to potential targets, and assistance to us, at our request, only if they are able to do so. Nevertheless, we believe
         with their business background and extensive contacts, they will be helpful to our search for a target business and our
         consummation of a business combination.

              Sheli Z. Rosenberg is an Adjunct Professor at Northwestern University’s J. L. Kellogg Graduate School of Business.
         Ms. Rosenberg was vice chairman of Equity Group Investments, LLC from January 2000 to October 2002, and from 1994 to
         January 2000, she served as president, chief executive officer and a director of Equity Group Investments, LLC. At the time
         of her retirement from Equity Group Investments, it was a privately held real estate investment firm whose approximately
         $10 billion in annual revenues was generated from 27 privately held companies, direct controlling interests in 15 publicly
         traded corporations, and an approximately 600 property real estate portfolio. Ms. Rosenberg is currently on the board of
         directors of CVS Corporation (NYSE:CVS), Avis Budget Group, Inc. (NYSE:CAR), Equity Lifestyle Properties, Inc.
         (NYSE:ELS), Equity Residential (NYSE:EQR), and Ventas, Inc. (NYSE:VTR).

               Peter R. Deutsch has been an attorney in private practice since January 2005. Mr. Deutsch was a member of the United
         States House of Representatives from January 1993 until January 2005 representing the 20th Congressional District of
         Florida. He served on the House Energy and Commerce Committee from January 1994 until January 2005. He was the
         Ranking Democrat on the Oversight and Investigations Subcommittee during the 104th, 107th and 108th Congresses.
         Mr. Deutsch was the Ranking Democrat in the investigations of Enron Corporation, Martha Stewart Living Omnimedia Inc.,
         Bridgestone/Firestone Tires and the conflict of interest abuses at the National Institute of Health. He was also a member of
         the subcommittees on Telecommunications and the Internet, the Environment and Hazardous Materials and Consumer Trade
         and Protection. Prior to serving in Congress, Mr. Deutsch served in the Florida House of Representatives from November
         1982 until November 1992 where he served on the Veterans Affairs Committee, the Health Care Committee, the Criminal
         Justice Committee, and as Chairman of the Insurance Committee. Mr. Deutsch has been a director of Great Lakes since its
         merger with Aldabra Acquisition Corporation and served as a director of Aldabra Acquisition Corporation from its inception
         until its merger with Great Lakes. Mr. Deutsch received a B.S. from Swarthmore College and a J.D. from Yale University
         Law School.

              These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the
         target business, and structuring, negotiating and consummating its acquisition. We believe that the skills and expertise of
         these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transactional
         expertise should enable them to successfully identify and effect an acquisition.

         Prior Involvement of Principals in Blank Check Companies

               Each of Nathan Leight, Jason Weiss and Jonathan W. Berger have been involved in another blank check company.
         Aldabra Acquisition Corporation, a blank check company with an objective to acquire an operating business, consummated
         its initial public offering on February 24, 2005, raising total gross proceeds of $55.2 million at an offering price of $6.00 per
         unit (SEC File No. 333-121610). Aldabra’s units, common stock and warrants traded on the Over The Counter
         Bulletin Board under the symbols ALBAU, ALBA and ALBAW, respectively. Prior to Aldabra’s merger described below,
         Aldabra’s units, common stock and warrants traded from a low of $6.00 per unit to a high of $8.75 per unit, from a low of
         $5.10 per share to a high of $6.00 per share, and from a low of $0.35 per warrant to a high of $1.38 per warrant, respectively.
         Following Aldabra’s merger, its units ceased trading while its common stock and warrants began trading on the Nasdaq
         Global Market under the symbols GLDD and GLDDW, respectively, and have traded from a low of $6.35 per share to a
         high of $9.30 per share, and from a low of $1.45 per warrant to a high of $4.21 per warrant, respectively.


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              In December 2006, Aldabra consummated a merger with Great Lakes Dredge & Dock Corporation. Pursuant to the
         Agreement and Plan of Merger, Aldabra issued approximately 29 million shares of its common stock to Great Lakes’
         stockholders in the merger and Aldabra changed its name to Great Lakes Dredge & Dock Corporation. No Aldabra
         stockholder exercised conversion rights or voted against the merger at the special meeting of its stockholders. The funds held
         in Aldabra’s trust account were used to pay down Great Lakes’ existing term bank debt by approximately $50 million. In
         December 2006, Aldabra deregistered its original securities with the Securities and Exchange Commission.

              From its inception until its acquisition of Great Lakes, Mr. Leight was the chairman of the board of Aldabra, Mr. Weiss
         was the chief executive officer, secretary and a director of Aldabra, and Mr. Berger was a director of Aldabra. None of such
         individuals received any salary for their services to Aldabra. However, Terrapin Partners received a $7,500 per month fee
         from Aldabra for certain administrative, technology and secretarial services, as well as the use of certain limited office space,
         including a conference room, in New York City, from its inception until December 2006 (aggregating a total of $160,446).
         Prior to Aldabra’s initial public offering, (i) Messrs. Leight and Weiss had each purchased an aggregate of 851,850 shares of
         common stock (at approximately $0.0125 per share), (ii) trusts for the benefit of the families of Messrs. Leight and Weiss
         had each purchased an aggregate of 92,150 shares of common stock (at approximately $0.0125 per share), (iii) Terrapin
         Partners Employee Partnership (of which Messrs. Leight and Weiss are the sole owners and General Partners of Terrapin
         Partners LLC, Terrapin Partners Employee Partnership’s general partner) had purchased 52,000 shares of common stock (at
         approximately $0.0125 per share) and (iv) Jonathan W. Berger had purchased an aggregate of 20,000 shares of common
         stock (at approximately $0.0125 per share). Subsequent to Aldabra’s initial public offering, Messrs. Leight, Weiss and
         Berger (and/or their respective family trusts or IRAs) purchased in the open market 16,000, 22,900 and 400 shares of
         Aldabra common stock, respectively, at an average price of $5.55, $5.52 and $5.76 per share, respectively. Additionally,
         Mr. Leight purchased 7,000 units at $6.44 per unit. Additionally, Terrapin Partners LLC purchased 1,572,000 warrants in the
         open market (at an average purchase price of $0.65 per warrant) and Mr. Leight (or his affiliates) acquired 14,000 warrants
         as part of the 7,000 units purchased by him in the open market (as described above). The current market value of each of
         Messrs. Leight’s, Weiss’ and Berger’s holdings (including their respective affiliates) in Adabra Acquisition Corporation, as
         of May 17, 2007, is $8,513,750, $8,460,375 and $178,500, respectively, not including Messrs. Leight’s and Weiss’ equal
         interests in the holdings of the Terrapin Partners Employee Partnership which had a value of $455,000 and Terrapin Partners
         LLC which had a value of $5,895,000.

              The following table sets forth the foregoing information relating to the holdings of such individuals (and their
         respective affiliates) and entities in Aldabra Acquisition Corporation:


                                                                                                                              Realized
                                                                                                          Current            Return on
                                                                                       Total              Market            Investment
         Name of
         Individual                                                                  Investment            Value             To Date


         Nathan Leight                                                           $       145,680      $   8,513,750                    —
         Jason Weiss                                                             $       138,208      $   8,460,375                    —
         Jonathan W. Berger                                                      $         2,554      $     178,500                    —
         Terrapin Partners Employee Partnership                                  $           650      $     455,000                    —
         Terrapin Partners LLC                                                   $     1,021,800      $   5,895,000                    —

              Since the acquisition of Great Lakes, each of Messrs. Leight and Weiss has continued to serve as directors. As such,
         they may receive fees for their services as directors, though as of the date of this prospectus they have not received any
         compensation.

         Executive Compensation

              No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this
         prospectus through the acquisition of a target business, we will pay Terrapin Partners LLC, an affiliate of Nathan Leight and
         Jason Weiss, a fee of $7,500 per month for providing us with certain administrative, technology and secretarial services, as
         well as the use of certain limited office space, including


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         a conference room, in New York City. However, this arrangement is solely for our benefit and is not intended to provide
         Messrs. Leight and Weiss compensation in lieu of a salary. Other than the $7,500 per month administrative fee, no
         compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing
         stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to
         effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any actual
         out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses,
         performing due diligence on suitable business combinations and travel expenses, meals and lodging incurred in visiting
         potential target businesses. There is no limit on the amount of these actual out-of-pocket expenses and there will be no
         review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may
         seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

         Director Independence

              The American Stock Exchange requires that a majority of our board must be composed of ―independent directors,‖
         which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other
         individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the
         director’s exercise of independent judgment in carrying out the responsibilities of a director.

              We have determined that, upon consummation of this offering, each of Jonathan W. Berger, Richard H. Rogel and Carl
         A. Albert will be an independent director as defined under the American Stock Exchange’s listing standards, constituting a
         majority of our board. Our independent directors will have regularly scheduled meetings at which only independent directors
         are present.

             Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties.
         Any affiliated transactions must be approved by a majority of our independent and disinterested directors.

         Audit Committee

              Effective upon consummation of this offering, we will establish an audit committee of the board of directors, which will
         consist of Jonathan W. Berger, as chairman, Richard H. Rogel and Carl A. Albert, each of whom is an independent director
         under the American Stock Exchange’s listing standards. The audit committee’s duties, which are specified in our Audit
         Committee Charter, include, but are not limited to:

               • reviewing and discussing with management and the independent auditor the annual audited financial statements, and
                 recommending to the board whether the audited financial statements should be included in our Form 10-K;

               • discussing with management and the independent auditor significant financial reporting issues and judgments made
                 in connection with the preparation of our financial statements;

               • discussing with management major risk assessment and risk management policies;

               • monitoring the independence of the independent auditor;

               • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the
                 audit partner responsible for reviewing the audit as required by law;

               • reviewing and approving all related-party transactions;

               • inquiring and discussing with management our compliance with applicable laws and regulations;

               • pre-approving all audit services and permitted non-audit services to be performed by our independent auditor,
                 including the fees and terms of the services to be performed;

               • appointing or replacing the independent auditor;


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               • determining the compensation and oversight of the work of the independent auditor (including resolution of
                 disagreements between management and the independent auditor regarding financial reporting) for the purpose of
                 preparing or issuing an audit report or related work; and

               • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting,
                 internal accounting controls or reports which raise material issues regarding our financial statements or accounting
                 policies.

         Financial Experts on Audit Committee

              The audit committee will at all times be composed exclusively of ―independent directors‖ who are ―financially literate‖
         as defined under the American Stock Exchange listing standards. The American Stock Exchange listing standards define
         ―financially literate‖ as being able to read and understand fundamental financial statements, including a company’s balance
         sheet, income statement and cash flow statement.

              In addition, we must certify to the American Stock Exchange that the committee has, and will continue to have, at least
         one member who has past employment experience in finance or accounting, requisite professional certification in
         accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board
         of directors has determined that Jonathan W. Berger satisfies the American Stock Exchange’s definition of financial
         sophistication and also qualifies as an ―audit committee financial expert,‖ as defined under rules and regulations of the SEC.

         Nominating Committee

              Effective upon consummation of this offering, we will establish a nominating committee of the board of directors,
         which will consist of Jonathan W. Berger, as chairman, and Richard H. Rogel, each of whom is an independent director
         under the American Stock Exchange’s listing standards. The nominating committee is responsible for overseeing the
         selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons
         identified by its members, management, shareholders, investment bankers and others.

               Guidelines for Selecting Director Nominees

               The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide
         that persons to be nominated:

               • should have demonstrated notable or significant achievements in business, education or public service;

               • should possess the requisite intelligence, education and experience to make a significant contribution to the board of
                 directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

               • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the
                 interests of the stockholders.

              The Nominating Committee will consider a number of qualifications relating to management and leadership experience,
         background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.
         The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet
         specific board needs that arise from time to time. The nominating committee does not distinguish among nominees
         recommended by shareholders and other persons.

         Code of Ethics

              Effective upon consummation of this offering, we will adopt a code of ethics that applies to all of our executive
         officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of
         our business.


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         Conflicts of Interest

               Potential investors should be aware of the following potential conflicts of interest:

               • None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may
                 have conflicts of interest in allocating their time among various business activities.

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

               • Our officers and directors may in the future become affiliated with entities, including other blank check companies,
                 engaged in business activities similar to those intended to be conducted by our company.

               • The initial shares owned by our officers and directors will be released from escrow only if a business combination is
                 successfully completed, and the insider warrants purchased by our officers and directors and any warrants which
                 they may purchase in this offering or in the aftermarket will expire worthless if a business combination is not
                 consummated. Additionally, our officers and directors will not receive liquidation distributions with respect to any
                 of their initial shares. Furthermore, the purchasers of the insider warrants have agreed that such securities will not be
                 sold or transferred by them until after we have completed a business combination. For the foregoing reasons, our
                 board may have a conflict of interest in determining whether a particular target business is appropriate to effect a
                 business combination with.

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

               • Our special advisors have no fiduciary obligations to us. Therefore, they have no obligation to present business
                 opportunities to us at all and will only do so if they believe it will not violate their other fiduciary obligations.

              In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to
         present business opportunities to a corporation if:

               • the corporation could financially undertake the opportunity;

               • the opportunity is within the corporation’s line of business; and

               • it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of
                 the corporation.

               Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations
         relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of
         interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We
         cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

              In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our
         officers has agreed, until the earliest of a business combination, our liquidation or such time as he or she ceases to be an
         officer, to present to our company for our consideration, prior to presentation to any other entity, any business opportunity
         which may reasonably be required to be presented to us under Delaware law, subject to any pre-existing fiduciary or
         contractual obligations he might have. We have not established any procedures to ensure that our officers observe these
         requirements.

              Each of Nathan Leight and Jason Weiss has a pre-existing fiduciary obligation to Great Lakes as each is a director of
         such entity. Additionally, each of these individuals has a pre-existing fiduciary obligation to Terrapin Partners which is a
         private investment management firm focusing on private equity investing. Accordingly, due to these affiliations, each may
         have a fiduciary obligation to present potential business


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         opportunities to such entities in addition to presenting them to us which could cause additional conflicts of interest.

              In connection with the vote required for any business combination, all of our existing stockholders, including all of our
         officers and directors, have agreed to vote their respective initial shares in accordance with the vote of the public
         stockholders owning a majority of the shares of our common stock sold in this offering. In addition, they have agreed to
         waive their respective rights to participate in any liquidation distribution with respect to those shares of common stock
         acquired by them prior to this offering. Any common stock acquired by existing stockholders in the offering or aftermarket
         will be considered part of the holdings of the public stockholders. Except with respect to the conversion rights afforded to
         public stockholders, these existing stockholders will have the same rights as other public stockholders with respect to such
         shares, including voting rights in connection with a potential business combination. Accordingly, they may vote such shares
         on a proposed business combination any way they choose.

               To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an
         entity which is affiliated with any of our existing stockholders, including an entity that is either a portfolio company of, or
         has otherwise received a financial investment from, an investment banking firm (or an affiliate thereof) that is affiliated with
         our management, unless we obtain an opinion from an independent investment banking firm that the business combination is
         fair to our unaffiliated stockholders from a financial point of view. We currently do not anticipate entering into a business
         combination with an entity affiliated with any of our existing stockholders. We will also not acquire an entity with which our
         management, through their other business activities, is currently having acquisition or investment discussions. Furthermore,
         in no event will any of our existing officers, directors, stockholders or advisors, or any entity with which they are affiliated,
         be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,
         the consummation of a business combination.


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                                                                PRINCIPAL STOCKHOLDERS


              The following table sets forth information regarding the beneficial ownership of our common stock as of June 13, 2007
         and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming none of the
         individuals listed purchase units in this offering), by:

                 • each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

                 • each of our officers and directors; and

                 • all our officers and directors as a group.

              Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with
         respect to all shares of common stock beneficially owned by them.


                                                                           Prior to Offering                                   After Offering (2)
                                                                  Amount and              Approximate              Amount and                    Approximate
                                                                   Nature of               Percentage               Nature of                     Percentage
                                                                   Beneficial            of Outstanding             Beneficial                  of Outstanding
         Name and
         Address of
         Beneficial
         Owner (1)                                                Ownership               Common Stock              Ownership                    Common Stock


         Nathan Leight                                               8,512,500 (3)                    98.7 %           7,402,173 (3)(4)                     19.7 %
         Jason Weiss                                                 8,512,500 (3)                    98.7 %           7,402,173 (3)(4)                     19.7 %
         Jonathan W. Berger (5)                                         37,500                             *              32,609                               *
         Richard H. Rogel                                               37,500                             *              32,609                               *
         Carl A. Albert (6)                                             37,500                             *              32,609                               *
         Sanjay Arora                                                  517,500 (7)                     6.0 %             450,000 (7)                         1.2 %
         All directors and executive officers as a
           group (five individuals)                                  8,625,000                      100.0 %            7,500,000 (4)                        20.0 %


             *      Less than 1%.

            (1) Unless otherwise indicated, the business address of each of the individuals is c/o Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New
                York, New York 10022.

            (2) Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 1,125,000 shares of common stock held by our
                initial stockholders.

            (3) Represents (i) 8,261,250 shares of common stock held by the Terrapin Partners Venture Partnership and (ii) 251,250 shares of common stock held
                by the Terrapin Partners Employee Partnership. Messrs. Leight and Weiss are the general partners of the Terrapin Partners Venture Partnership and
                they and/or their family trusts are the owners of the Terrapin Partners Venture Partnership. Terrapin Partners LLC is the general partner of the
                Terrapin Partners Employee Partnership and Messrs. Leight and Weiss are the co-managers of Terrapin Partners LLC. Accordingly, all shares held
                by the Terrapin Partners Venture Partnership and the Terrapin Partners Employee Partnership are deemed to be beneficially owned by them.
                Terrapin Partners Venture Partnership has allocated 517,500 shares to Sanjay Arora, an employee of Terrapin Partners LLC, and 10,000 shares to
                each of Sheli Rosenberg and Peter R. Deutsch, our special advisors. The remaining shares held by Terrapin Partners Venture Partnership have been
                allocated to Messrs. Leight and Weiss (or their affiliates). Mr. Arora’s shares vest over time commencing from the consummation of our initial
                public offering for as long as Mr. Arora remains employed by Terrapin Partners LLC. The shares allocated to Messrs. Leight and Weiss (or their
                affiliates) and Ms. Rosenberg and Mr. Deutsch have no vesting requirements and have already vested in full in the individuals or entities. Terrapin
                Partners Employee Partnership has allocated certain of its shares to employees and affiliates of Terrapin Partners LLC. These shares vest in full in
                the employees and affiliates when the shares are released from escrow, as described below, provided such individuals are still employed by or
                affiliated with Terrapin Partners LLC at such time.

            (4) Does not include 1,500,000 shares of common stock issuable upon exercise of insider warrants that are not exercisable and will not become
                exercisable within 60 days.

            (5) The business address of Mr. Berger is c/o Navigant Consulting, Inc., 100 Colony Square, Suite 1900, 1175 Peachtree Street, N.E., Atlanta, Georgia
                30361.

            (6) The business address of Mr. Albert is 10940 Bellagio Road, Suite A, Los Angeles, California 90077-3203.
(7) Represents shares allocated by Terrapin Partners Venture Partnership to Mr. Arora. The shares vest over time commencing from the consummation
    of our initial public offering, for so long as Mr. Arora remains employed by Terrapin Partners LLC. To the extent such shares do not vest, they will
    revert back to Terrapin Partners Venture Partnership.



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              Immediately after this offering, our existing stockholders, which include all of our officers and directors, collectively,
         will beneficially own 20% of the then issued and outstanding shares of our common stock (assuming none of them purchase
         any units offered by this prospectus). None of our existing stockholders, officers and directors has indicated to us that he
         intends to purchase our securities in the offering. Because of the ownership block held by our existing stockholders, such
         individuals may be able to effectively exercise control over all matters requiring approval by our stockholders, including the
         election of directors and approval of significant corporate transactions other than approval of our initial business
         combination.

              If the underwriters do not exercise all or a portion of the over-allotment option, our initial stockholders will be required
         to forfeit up to an aggregate of 1,125,000 shares of common stock. Our initial stockholders will be required to forfeit only a
         number of shares necessary to maintain their collective 20% ownership interest in our common stock after giving effect to
         the offering and the exercise, if any, of the underwriters’ over-allotment option.

               All of the initial shares outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock
         Transfer & Trust Company, as escrow agent, until one year after the consummation of our initial business combination. The
         initial shares may be released from escrow earlier than this date if, within the first year after we consummate a business
         combination:

               • the last sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within any
                 30-trading day period; or

               • we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of
                 our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

              During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to an
         entity’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes or (iii) by private sales made at
         or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally
         purchased, in each case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as
         our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash
         dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed
         in escrow. If we are unable to effect a business combination and liquidate, none of our existing stockholders will receive any
         portion of the liquidation proceeds with respect to their initial shares.

               Nathan Leight and Jason Weiss have committed to purchase the insider warrants (for a total purchase price of
         $3,000,000) from us. These purchases will take place on a private placement basis simultaneously with the consummation of
         this offering. The insider warrants will be identical to warrants underlying the units being offered by this prospectus except
         that the insider warrants (i) will be exercisable on a cashless basis, (ii) may be exercised whether or not a registration
         statement relating to the common stock issuable upon exercise of the warrants is effective and current and (iii) will not be
         redeemable by us so long as they are still held by the purchasers or their affiliates. The purchasers have agreed that the
         insider warrants will not be sold or transferred by them (except to employees of Terrapin Partners LLC or to our directors at
         the same cost per warrant originally paid by them) until the later of         , 2008 [one year from the date of this
         prospectus] and 60 days after the consummation of our initial business combination.

               Messrs. Leight and Weiss are our ―promoters,‖ as that term is defined under the Federal securities laws.


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                                                                  CERTAIN TRANSACTIONS


              In February 2007, we issued 5,750,000 shares of our common stock to the individuals set forth below for $25,000 in
         cash, at a purchase price of approximately $0.004 share, as follows:


                                                                        Number of
         Nam
         e                                                                Shares                                      Relationship to Us


         Nathan Leight (1)                                                5,507,500          Chairman of the Board
         Jason Weiss (1)                                                  5,507,500          Chief Executive Officer, Secretary and Director
         Jonathan W. Berger                                                  25,000          Director
         Richard H. Rogel                                                    25,000          Director
         Carl A. Albert                                                      25,000          Director
         Terrapin Partners Employee Partnership                             167,500          Stockholder


            (1) These shares are held by the Terrapin Partners Venture Partnership. Messrs. Leight and Weiss are the general partners of the Terrapin Partners
                Venture Partnership and they and/or their family trusts are the owners of the Terrapin Partners Venture Partnership.


              Effective June 12, 2007, our board of directors authorized a stock dividend of 0.5 shares of common stock for each
         outstanding share of common stock, effectively lowering the purchase price to approximately $0.003 per share.

              If the underwriters do not exercise all or a portion of their over-allotment option, our initial stockholders have agreed to
         forfeit up to an aggregate of 1,125,000 shares of common stock in proportion to the portion of the over-allotment option that
         was not exercised. If such shares are forfeited, we would record the aggregate fair value of the shares forfeited and
         reacquired to treasury stock and a corresponding credit to additional paid-in capital based on the difference between the fair
         market value of the shares of common stock forfeited and the price paid to us for such forfeited shares (which would be an
         aggregate total of approximately $3,000 for all 1,125,000 shares). Upon receipt, such forfeited shares would then be
         immediately cancelled which would result in the retirement of the treasury stock and a corresponding charge to additional
         paid-in capital.

              If the underwriters determine the size of the offering should be further increased or decreased, a stock dividend or a
         contribution back to capital, as applicable, would be effectuated in order to maintain our existing stockholders’ ownership at
         a percentage of the number of shares to be sold in this offering.

              The holders of the majority of these shares will be entitled to make up to two demands that we register these shares
         pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the majority of these shares
         may elect to exercise these registration rights at any time commencing three months prior to the date on which these shares
         of common stock are released from escrow. In addition, these stockholders have certain ―piggy-back‖ registration rights with
         respect to registration statements filed subsequent to the date on which these shares of common stock are released from
         escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

               Nathan Leight and Jason Weiss have committed, pursuant to written subscription agreements with us and Lazard
         Capital Markets, to purchase the 3,000,000 insider warrants (for a total purchase price of $3,000,000) from us. These
         purchases will take place on a private placement basis simultaneously with the consummation of this offering. The purchase
         price for the insider warrants will be delivered to Graubard Miller, our counsel in connection with this offering, who will
         also be acting solely as escrow agent in connection with the private sale of insider warrants, at least 24 hours prior to the date
         of this prospectus to hold in an account until we consummate this offering. Graubard Miller will deposit the purchase price
         into the trust account simultaneously with the consummation of the offering. The insider warrants will be identical to
         warrants underlying the units being offered by this prospectus except that the insider warrants (i) will be exercisable on a
         cashless basis, (ii) may be exercised whether or not a registration statement relating to the common stock issuable upon
         exercise of the warrants is effective and current and (iii) will not be redeemable by us so long as they are still held by the
         purchasers or their affiliates. The purchasers have agreed that the insider warrants will not be sold or transferred by them
         (except to employees of Terrapin Partners LLC or to our directors at the same cost per


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         warrant originally paid by them) until the later of      , 2008 [one year from the date of this prospectus] and 60 days after
         the consummation of our business combination. The holders of the majority of these insider warrants (or underlying shares)
         will be entitled to demand that we register these securities pursuant to an agreement to be signed prior to or on the date of
         this prospectus. The holders of the majority of these securities may elect to exercise these registration rights with respect to
         such securities at any time after we consummate a business combination. In addition, these holders have certain
         ―piggy-back‖ registration rights with respect to registration statements filed subsequent to such date. We will bear the
         expenses incurred in connection with the filing of any such registration statements.

              Terrapin Partners LLC, an affiliate of Nathan Leight and Jason Weiss, has agreed that, commencing on the effective
         date of this prospectus through the acquisition of a target business, it will make available to us certain administrative,
         technology and secretarial services, as well as the use of certain limited office space, including a conference room, in New
         York City, as we may require from time to time. We have agreed to pay Terrapin Partners LLC $7,500 per month for these
         services. Messrs. Leight and Weiss are each a managing member and 50% owner of Terrapin Partners LLC. Accordingly,
         they will benefit from the transaction to the extent of their interest in Terrapin Partners LLC. However, this arrangement is
         solely for our benefit and is not intended to provide Messrs. Leight and Weiss compensation in lieu of a salary. We believe,
         based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by Terrapin
         Partners LLC is at least as favorable as we could have obtained from an unaffiliated person. However, as our directors may
         not be deemed ―independent,‖ we did not have the benefit of disinterested directors approving this transaction.

             As of the date of this prospectus, Nathan Leight and Jason Weiss have advanced to us an aggregate of $125,000 to
         cover expenses related to this offering. The loans will be payable without interest on the earlier of February 27, 2008 or the
         consummation of this offering. We intend to repay these loans from the proceeds of this offering not being placed in trust.

              We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in
         connection with certain activities on our behalf such as identifying and investigating possible target businesses and business
         combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by
         our board or a court of competent jurisdiction if such reimbursement is challenged.

               Other than the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers
         and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation,
         will be paid to any of our existing stockholders, officers or directors who owned our common stock prior to this offering, or
         to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction
         that it is).

              All ongoing and future transactions between us and any of our officers and directors or their respective affiliates,
         including loans by our officers and directors, will be on terms believed by us to be no less favorable to us than are available
         from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a
         majority of our uninterested ―independent‖ directors (to the extent we have any) or the members of our board who do not
         have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal
         counsel. We will not enter into any such transaction unless our disinterested ―independent‖ directors (or, if there are no
         ―independent‖ directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us
         than those that would be available to us with respect to such a transaction from unaffiliated third parties.

                                                       DESCRIPTION OF SECURITIES


         General

              We are authorized to issue 85,000,000 shares of common stock, par value $.0001, and 1,000,000 shares of preferred
         stock, par value $.0001. As of the date of this prospectus, 8,625,000 shares of common stock are outstanding, held by five
         stockholders of record. No shares of preferred stock are currently outstanding.


                                                                         61
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         Units

               Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one
         share of common stock. The common stock and warrants will begin to trade separately on the 90th day after the date of this
         prospectus unless Lazard Capital Markets informs us of its decision to allow earlier separate trading, provided that in no
         event may the common stock and warrants be traded separately until we have filed with the SEC a Current Report on
         Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a
         Current Report on Form 8-K which includes this audited balance sheet promptly upon the consummation of this offering.
         The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the
         over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our
         initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect
         the exercise of the over-allotment option. We will also include in this Form 8-K, an amendment thereto, or in a subsequent
         Form 8-K information indicating if Lazard Capital Markets has allowed separate trading of the common stock and warrants
         prior to the 90th day after the date of this prospectus.

         Common stock

              Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In
         connection with the vote required for any business combination, all of our existing stockholders, including all of our officers
         and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering
         in accordance with the majority of the shares of our common stock voted by our public stockholders. This voting
         arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the
         open market by any of our existing stockholders, officers and directors. Our existing stockholders, officers and directors will
         vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come
         before a vote of our stockholders.

               We will proceed with the business combination only if a majority of the shares of common stock voted by the public
         stockholders are voted in favor of the business combination and public stockholders owning less than 40% of the shares sold
         in this offering both exercise their conversion rights discussed below and vote against the business combination.

              Our board of directors is divided into three classes, each of which will generally serve for a term of three years with
         only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors,
         with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the
         directors.

               Pursuant to our amended and restated certificate of incorporation, if we do not consummate a business combination
         by        , 2009 [twenty four months from the date of this prospectus] , our corporate existence will cease except for the
         purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to a business combination, our public
         stockholders are entitled to share ratably in the trust fund, including any interest, and any net assets remaining available for
         distribution to them after payment of liabilities. Our existing stockholders have agreed to waive their rights to share in any
         distribution with respect to their initial shares.

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

         Preferred stock

              Our certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such
         designation, rights and preferences as may be determined from time to time by our board of


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         directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is
         empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other
         rights which could adversely affect the voting power or other rights of the holders of common stock. However, the
         underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any
         manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We
         may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be
         utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend
         to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

         Warrants

              No warrants are currently outstanding. Each warrant entitles the registered holder to purchase one share of our common
         stock at a price of $7.50 per share, subject to adjustment as discussed below, at any time commencing on the later of:

               • the completion of a business combination; and

               • one year from the date of this prospectus.

              However, the warrants will be exercisable only if a registration statement relating to the common stock issuable upon
         exercise of the warrants is effective and current. The warrants will expire four years from the date of this prospectus at
         5:00 p.m., New York City time.

               We may call the warrants for redemption (excluding any insider warrants held by Nathan Leight or Jason Weiss or their
         affiliates), without the prior consent of the underwriters,

               • in whole and not in part,

               • at a price of $.01 per warrant at any time after the warrants become exercisable,

               • upon not less than 30 days’ prior written notice of redemption to each warrant holder, and

               • if, and only if, the reported last sale price of the common stock equals or exceeds $14.25 per share, for any 20
                 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to
                 warrant holders.

              The right to exercise will be forfeited unless they are exercised prior to the date specified in the notice of redemption.
         On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption
         price for such holder’s warrant upon surrender of such warrant.

              The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a
         reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing common
         stock price and the warrant exercise price so that if the stock price declines as a result of our redemption call, the redemption
         will not cause the stock price to drop below the exercise price of the warrants.

              We have agreed that the insider warrants may be exercised on a ―cashless basis‖ and will not be redeemable by us so
         long as they are held by the initial purchasers or their affiliates. The reason that we have agreed to this is because it is not
         known at this time whether they will be affiliated with us following a business combination. If they are, their ability to sell
         our securities in the open market will be significantly limited. If they remain insiders, we will have policies in place that
         prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time, an
         insider cannot trade in our securities if he is in possession of material non-public information. Accordingly, unlike public
         stockholders who could exercise their warrants and sell the shares of common stock received upon such exercise freely in the
         open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
         securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis or restrict our ability
         to redeem such warrants is appropriate.


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

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

              The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices
         of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as
         indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the
         number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock
         and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of
         common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all
         matters to be voted on by stockholders.

               No warrants held by public stockholders will be exercisable and we will not be obligated to issue shares of common
         stock unless at the time a holder seeks to exercise such warrant, a registration statement relating to the common stock
         issuable upon exercise of the warrants is effective and current and the common stock has been registered or qualified or
         deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the
         warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus
         relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot
         assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the common stock
         issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle
         any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not
         current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the
         warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value,
         the market for the warrants may be limited and the warrants may expire worthless.

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

         Dividends

              We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the
         completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and
         earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.
         The payment of any dividends subsequent to a business combination will be within the discretion of our then board of
         directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations
         and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

         Our Transfer Agent and Warrant Agent

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

         American Stock Exchange Listing

              There is presently no public market for our units, common stock or warrants. We anticipate that the units will be listed
         on the American Stock Exchange under the symbol AII.U on or promptly after the date of this prospectus. Once the
         securities comprising the units begin separate trading, we anticipate that the common


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         stock and warrants will be listed on the American Stock Exchange under the symbols AII and AII.WS, respectively.

         Shares Eligible for Future Sale

              Immediately after this offering, we will have 37,500,000 shares of common stock outstanding, or 43,125,000 shares if
         the over-allotment option is exercised in full. Of these shares, the 30,000,000 shares sold in this offering, or
         34,500,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration
         under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the
         Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were issued in private
         transactions not involving a public offering. None of those shares would be eligible for sale under Rule 144 prior to
         February 1, 2008. However, as described below, the Securities and Exchange Commission has taken the position that these
         securities would not be eligible for transfer under Rule 144. Furthermore, all of those shares have been placed in escrow and
         will not be transferable for a period of one year from the consummation of our initial business combination and will be
         released prior to that date only if, following a business combination, (i) the last sales price of our common stock equals or
         exceeds $18.00 per share for any 20 trading days within any 30-trading day period or (ii) we consummate a subsequent
         liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to
         exchange their shares of common stock for cash, securities or other property.

               Rule 144

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

               • 1% of the number of shares of common stock then outstanding, which will equal 375,000 shares immediately after
                 this offering (or 431,250 if the over-allotment option is exercised in full); and

               • the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a
                 notice on Form 144 with respect to the sale.

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

               Rule 144(k)

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

               SEC Position on Rule 144 Sales

              The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company
         and their transferees, both before and after a business combination act as ―underwriters‖ under the Securities Act when
         reselling the securities of a blank check company acquired prior to the consummation of its initial public offering.
         Accordingly, the Securities and Exchange Commission believes that those securities can be resold only through a registered
         offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the
         requirements of Rule 144.

               Registration Rights

               The holders of our initial shares issued and outstanding on the date of this prospectus, as well as the holders of the
         insider warrants (and underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior
         to or on the effective date of this offering. The holders of the majority of these securities are entitled to make up to two
         demands that we register such securities. The holders of the majority


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         of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the date on
         which these shares of common stock are to be released from escrow. The holders of a majority of the insider warrants (or
         underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination.
         In addition, the holders have certain ―piggy-back‖ registration rights with respect to registration statements filed subsequent
         to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any
         such registration statements.


                                                               UNDERWRITING

              In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of
         the underwriters named below, and each of the underwriters, for which Lazard Capital Markets is acting as representative,
         has individually agreed to purchase on a firm commitment basis the number of units set forth opposite their respective name
         below:


                                                        Underwriters                                                    Number of Units


         Lazard Capital Markets LLC
         Pali Capital, Inc.
         Ladenburg Thalmann & Co. Inc.
         EarlyBirdCapital, Inc.
         Total


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

         Pricing of Securities

              We have been advised by the representative that the underwriters propose to offer the units to the public at the offering
         price set forth on the cover page of this prospectus. They may allow some dealers concessions not in excess of $      per unit
         and the dealers may reallow a concession not in excess of $     per unit to other dealers.

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

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

               • prior offerings of those companies;

               • our prospects for acquiring an operating business at attractive values;

               • our capital structure;

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

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

               • other factors as were deemed relevant.

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

     We have granted to the representative of the underwriters an option, exercisable during the 45-day period commencing
on the date of this prospectus, to purchase from us at the offering price, less underwriting


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         discounts, up to an aggregate of 4,500,000 additional units for the sole purpose of covering over-allotments, if any. The
         over-allotment option will only be used to cover the net syndicate short position resulting from the initial distribution. The
         representative of the underwriters may exercise the over-allotment option if the underwriters sell more units than the total
         number set forth in the table above.


         Commissions and Discounts

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


                                                                                                Per Unit             Without Option              With Option


         Public offering price                                                                 $ 10.00           $      300,000,000          $     345,000,000
         Discount (1)                                                                          $ 0.70            $       21,000,000          $      24,150,000
         Proceeds before expenses (2)                                                          $ 9.30            $      279,000,000          $     320,850,000


            (1) $9,000,000 (or $10,350,000 if the over-allotment option is exercised in full) of the underwriting discounts will not be payable unless and until we
                complete a business combination. The underwriters have waived their right to receive such payment upon our liquidation if we are unable to
                complete a business combination

            (2) The offering expenses are estimated at $740,000.


               No discounts or commissions will be paid on the sale of the insider warrants.

             Lazard Frères & Co. LLC referred this transaction to Lazard Capital Markets and will receive a referral fee from Lazard
         Capital Markets in connection therewith.


         Regulatory Restrictions on Purchase of Securities

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

               • Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of preventing or retarding
                 a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00.

               • Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units
                 by selling more of our units than are set forth on the cover page of this prospectus. If the underwriters create a short
                 position during the offering, the representative may engage in syndicate covering transactions by purchasing our
                 units in the open market. The representative may also elect to reduce any short position by exercising all or part of
                 the over-allotment option.

               • Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units
                 originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover
                 syndicate short positions.

                Stabilization and syndicate covering transactions may cause the price of our securities to be higher than they would be
         in the absence of these transactions. The imposition of a penalty bid might also have an effect on the prices of our securities
         if it discourages resales of our securities.

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

      Although we are not under any contractual obligation to engage any of the underwriters to provide any services for us
after this offering, and have no present intent to do so, any of the underwriters may, among


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         other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the
         future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable
         fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into
         with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date which is
         90 days after the date of this prospectus, unless the National Association of Securities Dealers determines that such payment
         would not be deemed underwriters’ compensation in connection with this offering.

         Indemnification

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

                                                              LEGAL MATTERS

              Graubard Miller, New York, New York is acting as counsel in connection with the registration of our securities under
         the Securities Act of 1933, and as such, will pass upon the validity of the securities offered in this prospectus. Cleary
         Gottlieb Steen & Hamilton LLP, New York, New York, is acting as counsel for the underwriters in this offering.

                                                                   EXPERTS

             The financial statements included in this prospectus and in the registration statement have been audited by Goldstein
         Golub Kessler LLP, an independent registered public accounting firm, to the extent and for the period set forth in their report
         appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Goldstein
         Golub Kessler LLP are included in reliance upon their report given upon the authority of Goldstein Golub Kessler LLP as
         experts in auditing and accounting.

                                        WHERE YOU CAN FIND ADDITIONAL INFORMATION

               We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments,
         under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the
         registration statement, contains all material information included in the registration statement, parts of the registration
         statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and
         its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as
         well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street,
         N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by
         calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the
         Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with
         the SEC.


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                                                ALDABRA 2 ACQUISITION CORP.
                                         (A CORPORATION IN THE DEVELOPMENT STAGE)


                                              INDEX TO FINANCIAL STATEMENTS


         Report of Independent Registered Public Accounting Firm                     F-2
         Financial statements
         Balance Sheet                                                                F-3
         Statement of Operations                                                      F-4
         Statement of Stockholders’ Equity                                            F-5
         Statement of Cash Flows                                                      F-6
                                                                                    F-7 –
         Notes to Financial Statements                                              F-10

                                                                   F-1
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                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         To the Board of Directors and Stockholders
         Aldabra 2 Acquisition Corp.

              We have audited the accompanying balance sheet of Aldabra 2 Acquisition Corp. (a corporation in the development
         stage) as of February 28, 2007, and the related statements of operations, stockholders’ equity and cash flows for the period
         from February 1, 2007 (inception) to February 28, 2007. These financial statements are the responsibility of the Company’s
         management. Our responsibility is to express an opinion on these financial statements based on our audit.

               We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
         States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
         significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
         that our audit provides a reasonable basis for our opinion.

              In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
         Aldabra 2 Acquisition Corp. as of February 28, 2007, and the results of its operations and its cash flows for the period from
         February 1, 2007 (inception) to February 28, 2007 in conformity with United States generally accepted accounting
         principles.


         /s/ Goldstein Golub Kessler LLP


         Goldstein Golub Kessler LLP
         New York, New York
         March 9, 2007, except for the third paragraph of Note 1, the first paragraph of Note 2 and Note 8,
         as to which the date is June 13, 2007


                                                                         F-2
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                                               ALDABRA 2 ACQUISITION CORP.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                            BALANCE SHEET


                                                                                                       February 28,
                                                                                                          2007


         ASSETS
         Current assets — Cash                                                                         $   101,532
         Deferred offering costs (Note 3)                                                                   23,468

         Total assets                                                                                  $   125,000


         LIABILITIES AND STOCKHOLDERS’ EQUITY
         Current liabilities:
           Accrued expenses                                                                            $     1,000
           Notes payable to initial stockholders (Note 4)                                                  100,000

         Total liabilities                                                                             $   101,000

         Commitments (Note 6)
         Stockholders’ equity
           Preferred stock, $.0001 par value Authorized 1,000,000 shares; none issued or outstanding             —
           Common stock, $.0001 par value Authorized 85,000,000 shares issued and outstanding
             8,625,000 shares                                                                                   863
           Additional paid-in capital                                                                        24,137
           Deficit accumulated during the development stage                                                  (1,000 )

         Total stockholders’ equity                                                                          24,000

         Total liabilities and stockholders’ equity                                                    $   125,000


                                                      See notes to Financial Statements.


                                                                     F-3
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                                             ALDABRA 2 ACQUISITION CORP.
                                      (A CORPORATION IN THE DEVELOPMENT STAGE)

                                               STATEMENT OF OPERATIONS


                                                                                     For the period
                                                                                      February 1,
                                                                                          2007
                                                                                       (inception)
                                                                                    to February 28,
                                                                                          2007


         Formation costs                                                            $        1,000
         Net loss                                                                   $       (1,000 )
         Weighted average shares outstanding                                            8,625,000

         Net loss per share                                                         $        (0.00 )


                                               See notes to Financial Statements.


                                                              F-4
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                                               ALDABRA 2 ACQUISITION CORP.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                            STATEMENT OF STOCKHOLDERS’ EQUITY

                                    For the period February 1, 2007 (inception) to February 28, 2007


                                                                                                 Deficit
                                                                                              Accumulated
                                                                                  Addition     During the
                                                        Common Stock              Paid-in     Development          Stockholders’
                                                                       Amoun
                                                       Shares            t         Capital        Stage               Equity


         Issuance of common stock to initial
            stockholders on February 1, 2007 at
            $.003 per share                            8,625,000       $ 863     $ 24,137     $         —      $          25,000
         Net Loss                                                                                   (1,000 )              (1,000 )
         Balance at February 28, 2007                  8,625,000       $ 863     $ 24,137     $     (1,000 )   $          24,000


                                                    See notes to Financial Statements


                                                                   F-5
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                                              ALDABRA 2 ACQUISITION CORP.
                                       (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                     STATEMENT OF CASH FLOWS


                                                                                            For the period
                                                                                          February 1, 2007
                                                                                              (inception)
                                                                                           to February 28,
                                                                                                 2007


         Cash flows from operating activities
           Net loss                                                                       $        (1,000 )
           Increase in accrued expenses                                                             1,000

         Net cash used in operating activities                                                         —

         Cash flows from financing activities
           Proceeds from sale of shares of common stock to Initial Stockholders                   25,000
           Proceeds from notes payable to Initial Stockholders                                   100,000
           Payment of costs associated with Proposed Offering                                    (23,468 )

         Net cash provided by financing activities                                               101,532
         Net increase in cash                                                                    101,532
         Cash at beginning of period                                                                  —

         Cash at end of period                                                            $      101,532


                                                      See notes to Financial Statements


                                                                    F-6
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                                                        Aldabra 2 Acquisition Corp.
                                                  (a corporation in the development stage)

                                                        Notes to Financial Statements


         1.     Organization and Business Operations

              Aldabra 2 Acquisition Corp. (the ―Company‖) was incorporated in Delaware on February 1, 2007 for the purpose of
         effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating
         business.

               At February 28, 2007, the Company had not yet commenced any operations. All activity through February 28, 2007
         relates to the Company’s formation and the proposed public offering described below. The Company has selected
         December 31 as its fiscal year- end.

               The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a
         proposed public offering of up to 30,000,000 units (―Units‖) which is discussed in Note 2 (―Proposed Offering‖). The
         Company’s management has broad discretion with respect to the specific application of the net proceeds of this Proposed
         Offering, although substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward
         consummating a business combination with an operating business (―Business Combination‖). Furthermore, there is no
         assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed
         Offering, management has agreed that at least $9.67 per Unit sold in the Proposed Offering will be held in a trust account
         (―Trust Account‖) and invested in United States ―government securities‖ within the meaning of Section 2(a)(16) of the
         Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions
         under Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of its first
         Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those
         funds from third party claims against the Company. Although the Company will seek to have all vendors 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 the Company waiving any right, title, interest or
         claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such
         agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek
         recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable. The
         Company’s Chairman of the Board and the Company’s Chief Executive Officer have agreed that they will be liable under
         certain circumstances to ensure that 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 the Company for services rendered or contracted for or products
         sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations. Furthermore,
         they will not have any personal liability as to any claimed amounts owed to a third party who executed a waiver (including a
         prospective target business). Additionally, in the case of a prospective target business that did not execute a waiver, such
         liability will only be in an amount necessary to ensure that public stockholders receive no less than $10.00 per share upon
         liquidation The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and
         accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, up
         to an aggregate of $3,100,000 of interest earned on the Trust Account balance may be released to the Company to fund
         working capital requirements and additional amounts may be released to us as necessary to satisfy tax obligations.

              The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such
         transaction for stockholder approval. In the event that stockholders owning 40% or more of the shares sold in the Proposed
         Offering vote against the Business Combination and exercise their conversion rights described below, the Business
         Combination will not be consummated. All of the Company’s stockholders prior to the Proposed Offering, including all of
         the officers and directors of the Company (―Initial Stockholders‖), have agreed to vote their founding shares of common
         stock in accordance with the vote of the majority in interest of all other stockholders of the Company (―Public
         Stockholders‖) with respect to any


                                                                      F-7
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                                                          Aldabra 2 Acquisition Corp.
                                                    (a corporation in the development stage)

                                                  Notes to Financial Statements — (Continued)



         1.     Organization and Business Operations — (Continued)

         Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be
         applicable.

              With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted
         against the Business Combination may demand that the Company convert his or her shares. The per share conversion price
         will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed
         Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation
         of the Proposed Offering. Accordingly, Public Stockholders holding 39.99% of the aggregate number of shares owned by all
         Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders
         are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial
         Stockholders.

               The Company’s Certificate of Incorporation will be amended prior to the Proposed Offering to provide that the
         Company will continue in existence only until 24 months from the Effective Date of the Proposed Offering. If the Company
         has not completed a Business Combination by such date, its corporate existence will cease and it will dissolve and liquidate
         for the purposes of winding up its affairs. In the event of liquidation, it is likely that the per share value of the residual assets
         remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share
         in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the
         Proposed Offering discussed in Note 2).

              Concentration of Credit Risk — The Company maintains cash in a bank deposit account which, at times, exceeds
         federally insured (FDIC) limits. The Company has not experienced any losses on this account.

               Deferred Income Taxes — Deferred income tax assets and liabilities are computed for differences between the
         financial statements and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are
         based on enacted tax laws and rates applicable to the periods in which the differences are expected to effect taxable income.
         Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be
         realized.

            Loss Per Share — Loss per share is computed by dividing net loss by the weighted-average number of shares of
         common stock outstanding during the period.

              Use of Estimates — The preparation of financial statements in conformity with accounting principles generally
         accepted in the United States of America requires management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the
         reporting period. Actual results could differ from those estimates.

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

         2.     Proposed Public Offering

               The Proposed Offering calls for the Company to offer for public sale up to 30,000,000 Units at a proposed offering
         price of $10.00 per Unit (plus up to an additional 4,500,000 units solely to cover over-allotments, if any). Each Unit consists
         of one share of the Company’s common stock and one Redeemable Common Stock Purchase Warrant (―Warrants‖). Each
         Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.50
         commencing the later of the completion of a Business Combination and one year from the effective date of the Proposed
         Offering and expiring four years from the effective date of the Proposed Offering. The Company may redeem the Warrants,
         at a price of
F-8
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                                                          Aldabra 2 Acquisition Corp.
                                                    (a corporation in the development stage)

                                                 Notes to Financial Statements — (Continued)



         2.     Proposed Public Offering — (Continued)

         $.01 per Warrant upon 30 days’ notice while the Warrants are exercisable, only in the event that the last sale price of the
         common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third day
         prior to the date on which notice of redemption is given. In accordance with the warrant agreement relating to the Warrants
         to be sold and issued in the Proposed Offering, the Company is only required to use its best efforts to maintain the
         effectiveness of the registration statement covering the Warrants. The Company will not be obligated to deliver securities,
         and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of
         exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall
         not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or
         otherwise) will the Company be required to net cash settle the warrant exercise. Consequently, the Warrants may expire
         unexercised and unredeemed.

              The Company will pay the underwriters in the Proposed Offering an underwriting discount of 7% of the gross proceeds
         of the Proposed Offering. However, the underwriters have agreed that 3% of the underwriting discounts will not be payable
         unless and until the Company completes a Business Combination and have waived their right to receive such payment upon
         the Company’s liquidation if it is unable to complete a Business Combination.

         3.     Deferred Offering Costs

              Deferred offering costs consist of legal and other fees incurred through the balance sheet date that are directly related to
         the Proposed Offering and that will be charged to stockholders’ equity upon the receipt of the capital raised or charged to
         operations if the Proposed Offering is not completed.

         4.     Notes Payable, Stockholders

              The Company issued unsecured promissory notes in an aggregate principal amount of $100,000 to two of the Initial
         Stockholders on February 27, 2007. The notes are non-interest bearing and are payable on the earlier of February 27, 2008 or
         the consummation of the Proposed Offering. Due to the short-term nature of the notes, the fair value of the notes
         approximates their carrying amount.

         5.     Income Taxes

               Significant components of the Company’s future tax assets are as follows:


         Expenses deferred for income tax purposes                                                                                  $ 340
         Less: valuation allowance                                                                                                    (340 )
         Totals                                                                                                                     $    —


              Management has recorded a full valuation allowance against its deferred tax assets because it does not believe it is more
         likely than not that sufficient taxable income will be generated.

               The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.

         6.     Commitments

              The Company presently occupies office space provided by an affiliate of two of the Initial Stockholders. Such affiliate
         has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain
office and secretarial services, available to the Company, as may be required by the Company from time to time. The
Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the
Proposed Offering.


                                                           F-9
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                                                         Aldabra 2 Acquisition Corp.
                                                   (a corporation in the development stage)

                                                Notes to Financial Statements — (Continued)



         6.     Commitments — (Continued)


               Pursuant to letter agreements which the Initial Stockholders will enter into with the Company and the underwriters, the
         Initial Stockholders will waive their right to receive distributions with respect to their founding shares upon the Company’s
         liquidation.

               The Company’s Chairman and the Company’s Chief Executive Officer have committed to purchase a total of 3,000,000
         Warrants (―Insider Warrants‖) at $1.00 per Warrant (for an aggregate purchase price of $3,000,000) privately from the
         Company. These purchases will take place simultaneously with the consummation of the Proposed Offering. All of the
         proceeds received from these purchases will be placed in the Trust Account. The Insider Warrants to be purchased by such
         purchaser will be identical to the Warrants underlying the Units being offered in the Proposed Offering except that the
         Insider Warrants may be exercised whether or not a registration statement relating to the Common Stock issuable upon
         exercise of the Warrants is effective and current, may not be called for redemption and may be exercisable on a ―cashless
         basis,‖ at the holder’s option, so long as such securities are held by such purchaser or his affiliates. Furthermore, the
         purchaser has agreed that the Insider Warrants will not be sold or transferred by them, except for estate planning purposes,
         until after the Company has completed a Business Combination.

               The Initial Stockholders and the holders of the Insider Warrants (or underlying securities) will be entitled to registration
         rights with respect to their founding shares or Insider Warrants (or underlying securities) pursuant to an agreement to be
         signed prior to or on the effective date of the Proposed Offering. The holders of the majority of the founding shares are
         entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary
         of the consummation of a Business Combination. The holders of the Insider Warrants (or underlying securities) are entitled
         to demand that the Company register these securities at any time after the Company consummates a Business Combination.
         In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying securities) have certain ―piggy-back‖
         registration rights on registration statements filed after the Company’s consummation of a Business Combination.

               The Company has also agreed to pay the fees to the underwriters in the Proposed Offering as described in Note 2 above.

         7.     Preferred Stock

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

              The agreement with the underwriters will prohibit the Company, prior to a Business Combination, from issuing
         preferred stock which participates in the proceeds of the Trust Account or which votes as a class with the Common Stock on
         a Business Combination.

         8.     Subsequent Events

              Effective June 12, 2007, the Company’s Board of Directors authorized a stock dividend of 0.5 shares of common stock
         for each outstanding shares of common stock. On June 12, 2007, the Company’s Certificate of Incorporation was amended
         to increase the authorized shares of common stock from 60,000,000 to 85,000,000 shares of common stock. All references in
         the accompanying financial statements to the number of shares of stock have been retroactively restated to reflect these
         transactions.

              In June 2007, the Company and underwriters amended certain terms of the Proposed Offering. All disclosures herein
         reflect the amended terms.


                                                                       F-10
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             Until       , 2007, all dealers that effect transactions in these securities, whether or not participating in this offering,
         may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as
         underwriters and with respect to their unsold allotments or subscriptions.




               No dealer, salesperson or any other person is authorized to give any information or make any representations in
         connection with this offering other than those contained in this prospectus and, if given or made, the information or
         representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell
         or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a
         solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized
         or is unlawful.



                                                                $300,000,000




                                                                 30,000,000 Units




                                                                 PROSPECTUS




                                              LAZARD CAPITAL MARKETS

                                                       PALI CAPITAL, INC.

                                               LADENBURG THALMANN & CO. INC.


                                                      EARLYBIRDCAPITAL, INC.


                                                                             , 2007
Table of Contents



                                                                                  PART II

                                                  INFORMATION NOT REQUIRED IN PROSPECTUS


         Item 13.      Other Expenses of Issuance and Distribution.

              The estimated expenses payable by us in connection with the offering described in this registration statement (other
         than the underwriting discount and commissions) will be as follows:


         Initial Trustees’ fee                                                                                                               $       1,000.00 (1)
         SEC Registration Fee                                                                                                                       18,535.13
         NASD filing fee                                                                                                                            60,875.00
         American Stock Exchange filing and listing fee                                                                                             80,000.00
         Accounting fees and expenses                                                                                                               50,000.00
         Printing and engraving expenses                                                                                                           100,000.00
         Directors & Officers liability insurance premiums                                                                                         120,000.00 (2)
         Legal fees and expenses                                                                                                                   305,000.00
         Miscellaneous                                                                                                                             124,589.87 (3)
            Total                                                                                                                            $     860,000.00


            (1) In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to
                pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the
                registrant’s common stock, $2,400 for acting as warrant agent for the registrant’s warrants and $1,800 for acting as escrow agent.

            (2) This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the
                consummation of its initial public offering and until it consummates a business combination.

            (3) This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically
                listed above, including distribution and mailing costs.


         Item 14.      Indemnification of Directors and Officers.

               Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be
         entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

             Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and
         agents is set forth below.

               ―Section 145. Indemnification of officers, directors, employees and agents; insurance.

               (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
         judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such
         action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
         cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
         person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best
         interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the
         person’s conduct was unlawful.


                                                                                     II-1
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              (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by
         reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
         or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection
         with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably
         believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

              (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or
         otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of
         any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and
         reasonably incurred by such person in connection therewith.

              (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the
         corporation only as authorized in the specific case upon a determination that indemnification of the present or former
         director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is
         a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such
         action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority
         vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by
         independent legal counsel in a written opinion, or (4) by the stockholders.

               (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal,
         administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition
         of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
         amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized
         in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and
         agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

              (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this
         section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of
         expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
         action in such person’s official capacity and as to action in another capacity while holding such office.

              (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director,
         officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
         against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether
         or not the corporation would have the power to indemnify such person against such liability under this section.

              (h) For purposes of this section, references to ―the corporation‖ shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or
         agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was
         serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or


                                                                        II-2
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         other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
         such person would have with respect to such constituent corporation if its separate existence had continued.

              (i) For purposes of this section, references to ―other enterprises‖ shall include employee benefit plans; references to
         ―fines‖ shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to
         ―serving at the request of the corporation‖ shall include any service as a director, officer, employee or agent of the
         corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an
         employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person
         reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
         have acted in a manner ―not opposed to the best interests of the corporation‖ as referred to in this section.

              (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless
         otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or
         agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

              (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for
         advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders
         or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to
         advance expenses (including attorneys’ fees).‖

               Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and
         controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC,
         such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director,
         officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
         adjudication of such issue.

               Paragraph B of Article Ninth of our amended and restated certificate of incorporation provides:

              ―The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall
         indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer
         or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer
         or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition
         of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
         amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.‖

              Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to
         indemnify the Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be
         incurred in connection with this offering, including certain liabilities under the Securities Act.


                                                                        II-3
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         Item 15.       Recent Sales of Unregistered Securities.

                (a) During the past three years, we sold the following shares of common stock without registration under the Securities
         Act:


                                                                                                                                                  Number of
         Stockholders                                                                                                                              Shares


         Nathan Leight(1)                                                                                                                            5,507,500
         Jason Weiss(1)                                                                                                                              5,507,500
         Jonathan W. Berger                                                                                                                             25,000
         Richard H. Rogel                                                                                                                               25,000
         Carl A. Albert                                                                                                                                 25,000
         Terrapin Partners Employee Partnership                                                                                                        167,500


            (1) These shares are held by the Terrapin Partners Venture Partnership. Messrs. Leight and Weiss are the general partners of the Terrapin Partners
                Venture Partnership and they and/or their family trusts are the owners of the Terrapin Partners Venture Partnership.


              Such shares were issued on February 1, 2007 in connection with our organization pursuant to the exemption from
         registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, accredited, wealthy individuals
         and entities. The shares issued to the individuals and entities above were sold for an aggregate offering price of $25,000 at an
         average purchase price of approximately $0.004 per share. Effective June 12, 2007, our board of directors authorized a stock
         dividend of 0.5 shares of common stock for each outstanding share of common stock, effectively lowering the purchase price
         to approximately $0.003 per share.

               In addition, Nathan Leight and Jason Weiss have committed to purchase from us 3,000,000 warrants at $1.00 per
         warrant (for an aggregate purchase price of $3,000,000). These purchases will take place on a private placement basis
         simultaneously with the consummation of our initial public offering. These issuances will be made pursuant to the
         exemption from registration contained in Section 4(2) of the Securities Act. The obligation to purchase the warrants
         undertaken by the above individuals was made pursuant to Subscription Agreements, dated as of February 28, 2007 (the
         form of which was filed as Exhibit 10.11 to the Registration Statement on Form S-1). Such obligation was made prior to the
         filing of the Registration Statement, and the only conditions to the obligation undertaken by such individuals are conditions
         outside of the investors’ control. Consequently, the investment decision relating to the purchase of the warrants was made
         prior to the filing of the Registration Statement relating to the public offering and therefore constitutes a ―completed private
         placement.‖

                No underwriting discounts or commissions were paid with respect to such sales .


                                                                                   II-4
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         Item 16.       Exhibits and Financial Statement Schedules.

               (a) The following exhibits are filed as part of this Registration Statement:


             Exhibit
              No.                                                                Description


                1 .1         Form of Underwriting Agreement.
                3 .1         Amended and Restated Certificate of Incorporation.
                3 .2         By-laws.**
                4 .1         Specimen Unit Certificate.**
                4 .2         Specimen Common Stock Certificate.**
                4 .3         Specimen Warrant Certificate.**
                4 .4         Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
                5 .1         Opinion of Graubard Miller.
               10 .1         Letter Agreement among the Registrant, Lazard Capital Markets LLC and Nathan D. Leight.**
               10 .2         Letter Agreement among the Registrant, Lazard Capital Markets LLC and Jason G. Weiss.**
               10 .3         Letter Agreement among the Registrant, Lazard Capital Markets LLC and Jonathan W. Berger.**
               10 .4         Letter Agreement among the Registrant, Lazard Capital Markets LLC and Richard H. Rogel.**
               10 .5         Letter Agreement among the Registrant, Lazard Capital Markets LLC and Carl A. Albert.**
               10 .6         Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company
                             and the Registrant.
               10 .7         Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company
                             and the Initial Stockholders.
               10 .8         Form of Letter Agreement between Terrapin Partners LLC and Registrant regarding administrative
                             support.**
               10 .9         Form of Promissory Note issued to each of Nathan D. Leight and Jason G. Weiss.**
               10 .10        Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.**
               10 .11        Form of Subscription Agreements among the Registrant, Graubard Miller and each of Nathan D. Leight and
                             Jason G. Weiss.**
               14            Form of Code of Ethics.**
               23 .1         Consent of Goldstein Golub Kessler LLP.
               23 .2         Consent of Graubard Miller (included in Exhibit 5.1).**
               24            Power of Attorney (included on signature page of this Registration Statement).**
               99 .1         Form of Audit Committee Charter.**
               99 .2         Form of Nominating Committee Charter.**

          ** Previously filed.


         Item 17.       Undertakings.

               (a) The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
               registration statement:

                            i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                             ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any
                       increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
                       that which was registered) and any deviation from the low or high end of the estimated maximum offering range
                       may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
                       the
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                    changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price
                    set forth in the ―Calculation of Registration Fee‖ table in the effective registration statement;

                    iii. To include any material information with respect to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information in the registration statement.

                    (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
               of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                   (3) To remove from registration by means of a post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

                     (4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of
               securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method
               used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
               following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or
               sell such securities to such purchaser:

                          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to
                    be filed pursuant to Rule 424;

                         (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
                    or used or referred to by the undersigned registrant;

                        (iii) The portion of any other free writing prospectus relating to the offering containing material information
                    about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

                        (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the
                    purchaser.

              (b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting
         agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt
         delivery to each purchaser.

              (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
         officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
         advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
         issue.

               (d) The undersigned registrant hereby undertakes that:

                    (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the
               form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
               prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
               to be part of this registration statement as of the time it was declared effective.


                                                                        II-6
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                     (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment
               that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


                                                                       II-7
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                                                                SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to
         be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the
         13th day of June, 2007.



                                                                       ALDABRA 2 ACQUISITION CORP.




                                                                       By: /s/ Jason G. Weiss
                                                                           Name: Jason G. Weiss
                                                                           Title:    Chief Executive Officer

              Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
         persons in the capacities and on the dates indicated.


                                  Nam
                                   e                                                     Position                              Date


         /s/ Nathan D. Leight                                                    Chairman of the Board                    June 13, 2007
         Nathan D. Leight

         /s/ Jason G. Weiss                                         Chief Executive Officer, Secretary and Director       June 13, 2007
         Jason G. Weiss                                                (Principal executive officer and principal
                                                                               financial and accounting)

         *                                                                               Director                         June 13, 2007
         Jonathan W. Berger

         *                                                                               Director                         June 13, 2007
         Richard H. Rogel

         *                                                                               Director                         June 13, 2007
         Carl A. Albert

          *By Jason G. Weiss, Power of Attorney


                                                                       II-8
                                                                                                                                      Exhibit 1.1

                                                                30,000,000 Units
                                                          Aldabra 2 Acquisition Corp.
                                                       UNDERWRITING AGREEMENT

                                                                                                                                          • , 2007
Lazard Capital Markets LLC
  As Representative of the
  Several Underwriters
30 Rockefeller Plaza
New York, New York 10020

Ladies and Gentlemen:
   Aldabra 2 Acquisition Corp., a Delaware corporation (the ― Company ‖), proposes to sell to the several underwriters (the ― Underwriters ‖)
named in Schedule I hereto for whom you are acting as representative (the ― Representative ‖) an aggregate of 30,000,000 units (the ― Firm
Units ‖), with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the ― Common Stock ‖) and one warrant
(― Warrant ‖) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several
Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option
(― Over-allotment Option ‖), an aggregate of up to 4,500,000 additional units of the Company (the ― Option Units ‖) as set forth below. The
terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
    As the Representative, you have advised the Company (a) that you are authorized to enter into this Agreement on behalf of the several
Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Units set forth
opposite their respective names in Schedule I, plus their pro rata portion of the Option Units if you elect to exercise the Over-allotment Option
in whole or in part for the accounts of the several Underwriters. The Firm Units and the Option Units (to the extent the aforementioned option
is exercised) are hereinafter collectively referred to as the ― Units ‖, and the Units, the shares of Common Stock and the Warrants included in
the Units and the shares of Common Stock issuable upon exercise of the Warrants included in the Units are hereinafter referred to as the ―
Securities .‖
   In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the
parties hereto agree as follows:
   1. Representations and Warranties of the Company .
      The Company represents and warrants to each of the Underwriters as follows:
       (a) A registration statement on Form S-1 (File No. 333-141398) with respect to the Securities has been prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as amended (the ― Act ‖), and the rules and regulations (the ― Rules and
Regulations ‖) of the Securities and Exchange Commission (the ― Commission ‖) thereunder and has been filed with the Commission. Copies
of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and
Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been
delivered by the Company to you. Such registration statements [filed with the Commission on • , 2007], together with any registration
statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the ― Registration Statement ,‖ which shall be
deemed to include all information omitted therefrom in reliance upon Rules 430A or 430C under the Act and contained in the Prospectus
referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the
date of this Agreement (the ― Effective Date ‖). ― Prospectus ‖ means the form of prospectus filed with the Commission pursuant to and within
the time limits described in Rule 424(b) under the Act. The preliminary prospectus included in the Registration Statement as of the Applicable
Time (as defined below) is herein referred to as the ― Preliminary Prospectus .‖ Any reference herein to the Prospectus shall be deemed to
include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under
the Act, and prior to the termination of the offering of the Units by the Underwriters. The Company has filed with the Commission a Form 8-A
(File Number 001-33541) providing for the registration under the Securities Exchange Act of 1934, as amended (the ― Exchange Act ‖), of the
Securities.
       (b) As of the Applicable Time and as of the Closing Date or the Option Closing Date, as the case may be, the Statutory Prospectus (as
defined below) and the information included on Schedule II hereto, all considered together (collectively, the ― General Disclosure Package ‖)
did not and will not include any untrue statement of a material fact and did not and will not omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to information contained in or omitted from the General Disclosure Package in reliance
upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representative
specifically for use therein, it being understood and agreed that the only such information is that described in Section 11 herein. The Company
has not prepared or used and will not prepare or use a ―free writing prospectus‖ as defined in Rule 405 under the Act, in connection with the
offering of Securities. As used in this subsection and elsewhere in this Agreement:
      ― Applicable Time ‖ means [5:00 p.m.] (New York time) on the date of this Agreement or such other time as agreed to by the Company
and the Representative.
      ― Statutory Prospectus ‖ as of any time means the Preliminary Prospectus relating to the Securities that is included in the Registration
Statement immediately prior to the Applicable Time.

                                                                         2
       (c) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement,
the General Disclosure Package and the Prospectus. The Company has no subsidiaries, direct or indirect. The Company is duly qualified to
transact business and in good standing in all jurisdictions in which the conduct of its business requires such qualification except for any
jurisdiction where the failure to be so qualified would not be reasonably expected to have a Material Adverse Effect (as defined below).
      (d) The outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. The
shares of Common Stock included in the Units have been duly authorized and, when issued and paid for as contemplated herein, will be validly
issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of such shares or the issue and sale
thereof. The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for as
contemplated in the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable; and no preemptive rights of
stockholders exist with respect to any of such shares or the issue and sale thereof.
       (e) The Warrants included in the Units have been duly authorized and, when executed by the Company, countersigned in the manner
provided for in the Warrant Agreement and delivered and paid for as contemplated herein, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof
is subject to equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding in equity or at law).
       (f) Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to
any rights, other than those which have been waived or satisfied, for or relating to the registration of any securities of the Company except for
those rights provided for in the Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Initial
Stockholders (defined below). Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except
for those rights provided for in the Registration Rights Agreement, dated as of [the date hereof], by and among the Company and certain
stockholders of the Company, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into
securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any
such securities in a registration statement to be filed by the Company.
       (g) The information set forth under the caption ―Capitalization‖ in the Registration Statement and the Prospectus (and any similar section
or information contained in the General Disclosure Package) is true and correct. All of the Securities conform to the descriptions thereof
contained in the Registration Statement, the General Disclosure Package and the Prospectus. The form of the certificates for the shares of
Common Stock conforms to the General Corporation law of the State of Delaware.

                                                                         3
       (h) Neither the Commission nor any state regulatory authority has issued an order preventing or suspending the use of the Preliminary
Prospectus or the Prospectus relating to the proposed offering of the Units, and no proceeding for that purpose or pursuant to Section 8A of the
Act has been instituted or, to the Company’s knowledge, threatened by the Commission or any state regulatory authority. Neither the
Commission nor any state regulatory authority has issued any order preventing or suspending the effectiveness of the Registration Statement
and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or is pending or, to the Company’s knowledge, is
contemplated or threatened by the Commission. The Registration Statement and the Prospectus and any amendments or supplements thereto
will comply as to form to the requirements of the Act and the Rules and Regulations. The Registration Statement and any amendment thereto
do not contain, and will not contain, any untrue statement of a material fact and do not omit, and will not omit, to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments and supplements thereto
do not contain, and will not contain, any untrue statement of a material fact; and do not omit, and will not omit, to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement
or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the
Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the
only such information is that described in Section 11 herein.
      (i) The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering
and sale of the Units other than the Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Act.
       (j) The financial statements of the Company, together with related notes and schedules as set forth in the Registration Statement, the
General Disclosure Package and the Prospectus, present fairly the financial position and the results of operations and cash flows of the
Company, at the indicated dates and for the indicated periods. Such financial statements and related schedules comply with the applicable
accounting requirements of the Act and the Rules and Regulations and have been prepared in accordance with generally accepted accounting
principles in the United States (― GAAP ‖), consistently applied throughout the periods involved, except as disclosed therein, and all
adjustments necessary for a fair presentation of results for such periods have been made. The summary and selected financial and statistical
data included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein
and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the
Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations
or any ―variable interest entities‖ within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the
Registration Statement, the General Disclosure Package and the Prospectus. There are no financial statements (historical or pro forma) that are
required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required.

                                                                         4
      (k) Goldstein Golub Kessler LLP, who have certified certain financial statements that are filed with the Commission as part of the
Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to
the Company within the meaning of the Act and the applicable Rules and Regulations and the Public Company Accounting Oversight Board
(United States) (the ― PCAOB ‖).
       (l) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not aware of
any (i) material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
       (m) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission
and the American Stock Exchange thereunder (the ― Sarbanes-Oxley Act ‖) has been applicable to the Company, there is and has been no
failure on the part of the Company to comply in all material respects with any provision of the Sarbanes-Oxley Act. The Company has taken all
necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company
is required to comply and is actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act which
have been proposed which are not currently in effect or which will become applicable to the Company.
        (n) There is no action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or, to the
knowledge of the Company, pending or threatened against any of the Company’s stockholders immediately prior to the offering of Units (the ―
Initial Stockholders ‖) or any person listed in the Registration Statement as a special advisor (collectively, the ― Special Advisors ‖), before any
court or administrative agency or otherwise which if determined adversely to the Company would either (i) have, individually or in the
aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or
otherwise) or prospects of the Company or (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such
effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a ― Material Adverse Effect ‖), except as set
forth in the Registration Statement, the General Disclosure Package and the Prospectus.
      (o) All leases of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus are valid and
subsisting and in full force and effect.
      (p) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the
Prospectus, as each may be amended or supplemented, there has not been any event or development in respect of the business or condition of
the Company that, individually or in the aggregate, would have a Material Adverse Effect, whether or not occurring in the ordinary course of
business, and there has not been any material transaction entered into or any material transaction that is probable of being entered into by the
Company, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the
General Disclosure

                                                                          5
Package and the Prospectus, as each may be amended or supplemented, and no member of the Company’s management has resigned from any
position with the Company. The Company has no material contingent obligations which are not disclosed in the Company’s financial
statements which are included in the Registration Statement, the General Disclosure Package and the Prospectus.
       Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and
the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or
in respect of its capital stock.
       (q) The Company is not, nor with the giving of notice or lapse of time or both, will be, (i) in violation of its amended and restated
certificate of incorporation or by-laws, (ii) in violation of or in default under any agreement, lease, contract, indenture or other instrument or
obligation to which it is a party or by which it, or any of its properties, is bound or (iii) in violation of any law, order, rule or regulation,
judgment, order, writ or decree applicable to the Company of any court or of any government, regulatory body or administrative agency or
other governmental body having jurisdiction over the Company, its properties or assets. The execution, delivery and performance of this
Agreement, the Warrant Agreement, the Escrow Agreement and the Trust Agreement (each as defined below), and the consummation of the
transactions herein and therein contemplated and the fulfillment of the terms hereof and thereof will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to
which the Company is a party or by which the Company or any of its properties is bound, or of the amended and restated certificate of
incorporation or by-laws of the Company or any law, order, rule or regulation judgment, order, writ or decree applicable to the Company of any
court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Company, its
properties or assets.
       (r) The execution and delivery of, and the performance by the Company of its obligations under, this Agreement, the Warrant
Agreement, the Escrow Agreement and the Trust Agreement have been duly and validly authorized by all necessary corporate action on the
part of the Company, and this Agreement has been duly executed and delivered by the Company. On the Closing Date, the Warrant Agreement,
the Escrow Agreement and the Trust Agreement will have been duly executed and delivered and they will constitute the valid and binding
agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally; (ii) as
such enforceability is subject to equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding
in equity or at law); and (iii) as enforceability of any indemnification and contribution provisions may be limited under state or federal
securities laws.
     (s) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Company of this Agreement, the Warrant Agreement, the
Escrow Agreement and the Trust Agreement, and the consummation of the

                                                                         6
transactions herein and therein contemplated (except for such additional steps as may be required by the Commission, the National Association
of Securities Dealers, Inc. (the ― NASD ‖) or such additional steps as may be necessary to qualify the Securities for public offering by the
Underwriters under state securities or Blue Sky laws) has been obtained or made and is in full force and effect.
       (t) The Company holds all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of
its business.
       (u) Neither the Company, nor to the Company’s knowledge, any of its affiliates, has taken or will take, directly or indirectly, any action
designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of
the price of the shares of Common Stock to facilitate the sale or resale of the Securities.
       (v) The Company is not and, after giving effect to the offering and sale of the Units contemplated hereunder and the application of the
net proceeds from such sale as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not be an
―investment company‖ within the meaning of such term under the Investment Company Act of 1940, as amended (the ― 1940 Act ‖), and the
rules and regulations of the Commission thereunder.
      (w) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.
      (x) The statistical, industry-related and market-related data related to private equity and leveraged buyouts included in the Registration
Statement, the General Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in
good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
      (y) The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and
applicable rules and regulations thereunder (collectively, the ― Money Laundering Laws ‖), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is
pending or, to the Company’s knowledge, threatened.
    (z) Neither the Company nor, to the Company’s knowledge, any director, officer, Special Advisor, agent, employee or affiliate of the
Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury

                                                                         7
Department (― OFAC ‖); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.
       (aa) The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published interpretations thereunder (― ERISA ‖); no ―reportable event‖ (as
defined in ERISA) has occurred with respect to any ―pension plan‖ (as defined in ERISA) for which the Company would have any liability; the
Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from,
any ―pension plan‖ or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the ― Code ‖); and each ―pension plan‖ for which the Company would have any liability that is intended to be
qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to
act, which would cause the loss of such qualification.
       (bb) To the Company’s knowledge, there are no affiliations or associations between any member of the NASD and any of the Company’s
officers, directors, Special Advisors, or 5% or greater securityholders (prior to the sale of securities contemplated by this Agreement).
     (cc) The Units, the Warrants and the Common Stock have been approved for listing subject to notice of issuance on the American Stock
Exchange.
      (dd) There are no relationships or related-party transactions involving the Company or any other person required to be described in the
Registration Statement, the General Disclosure Package and the Prospectus which have not been described as required.
       (ee) The Company has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office
in violation of any law which violation is required to be disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus.
       (ff) All information contained in the questionnaires (the ― Questionnaires ‖) completed by Nathan Leight and Jason Weiss and provided
to the Representatives is true and correct in all respects and the Company has not become aware of any information which would cause the
information disclosed in the Questionnaires completed by Nathan Leight and Jason Weiss to become inaccurate or incorrect in any respect. To
the Company’s knowledge, all information contained in the Questionnaires completed by each of the Company’s Special Advisors and Initial
Stockholders other than Nathan Leight and Jason Weiss and provided to the Representative is true and correct in all respects and the Company
has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each of the
Company’s Special Advisors and Initial Stockholders other than Nathan Leight and Jason Weiss to become inaccurate or incorrect in any
respect.

                                                                        8
       (gg) There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or
origination fee by the Company, any Initial Stockholder or any Special Advisor with respect to the sale of the Securities hereunder or any other
arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder or any Special Advisor,
that may affect the Underwriters’ compensation, as determined by the NASD. The Company has not made any direct or indirect payments (in
cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for
the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any NASD member; or (iii) any
person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the
Effective Date. None of the net proceeds of the offering will be paid by the Company to any participating NASD member or its affiliates,
except as specifically authorized herein and except as may be paid in connection with an initial merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business (― Business Combination ‖), including without limitation in
connection with the payment of investment banking fees, fees in connection with fairness opinions and other similar fees or expenses.
      (hh) The Company has entered into a warrant agreement with respect to the Warrants with Continental Stock Transfer & Trust Company,
which agreement is substantially in the form of Exhibit 4.4 to the Registration Statement (the ― Warrant Agreement ‖). The Company has
entered into an Investment Management Trust Agreement (the ― Trust Agreement ‖) with respect to certain proceeds of the offering, which
agreement is substantially in the form of Exhibit 10.6 to the Registration Statement. The Company has entered into a stock escrow agreement
with respect to the shares of Common Stock held by the Initial Stockholders with Continental Stock Transfer & Trust Company and the Initial
Stockholders, which agreement is substantially in the form of Exhibit 10.7 to the Registration Statement (the ― Stock Escrow Agreement ‖).
        (ii) The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally; (ii) as
enforcement thereof is subject to equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding
in equity or at law); and (iii) as enforceability of any indemnification and contribution provisions may be limited under state or federal
securities laws) in the form filed as Exhibits 10.1 – 10.5 to the Registration Statement (the ― Insider Letters ‖), pursuant to which each of the
Initial Stockholders of the Company has agreed to certain matters including, but not limited to, certain matters described as being agreed to by
such Initial Stockholder under the ―Proposed Business‖ section of the Registration Statement, the General Disclosure Package and the
Prospectus.
       (jj) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no Initial Stockholder, Special
Advisor, employee, officer or director of the Company is subject to any non-competition or non-solicitation agreement with any employer or
prior employer which could materially affect his ability to be an Initial Stockholder, Special Advisor, employee, officer and/or director of the
Company.

                                                                           9
      (kk) Upon delivery and payment for the Firm Units on the Closing Date and the filing of the Closing 8-K (as defined below) promptly
thereafter, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a
―penny stock‖ as defined in Rule 3a-51-1 under the Exchange Act.
      (ll) The Company does not have any specific Business Combination under consideration or contemplation and the Company has not, nor
has anyone on its behalf, either directly or indirectly, contacted any potential target business or their representatives or had any discussions,
formal or otherwise, with any of the foregoing with respect to effecting a business combination with the Company. The Company has not
engaged or retained any agent or other representative to identify or locate any suitable target.
   2. Purchase, Sale and Delivery of the Firm Units .
       (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the
Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $9.60 per Unit (the
― Initial Purchase Price ‖) (less $0.30 per Unit purchased hereunder (the ― Deferred Discount ‖) payable to the Underwriters upon
consummation of a Business Combination, subject to Section 4(hh) hereof), the number of Firm Units set forth opposite the name of each
Underwriter in Schedule I hereof, subject to any adjustments as may be made in accordance with Section 13 hereof.
       (b) Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to
the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The
Depository Trust Company (― DTC ‖), New York, New York at 10:00 a.m., New York time, on the third business day after the Firm Units
commence trading or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such
time and date being herein referred to as the ― Closing Date .‖ (As used herein, ―business day‖ means a day on which the New York Stock
Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be
closed.) Payment of $287,260,000, representing the aggregate purchase price for the Firm Units based on the Initial Purchase Price less offering
expenses of $740,000, shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: $287,060,000 (including
$9,000,000, representing the aggregate Deferred Discount without giving effect to the Over-allotment Option) shall be deposited by the
Representative directly in the trust account established by the Company for the benefit of the public securityholders as described in the
Registration Statement (the ― Trust Account ‖) pursuant to the terms of the Trust Agreement, and the remaining $200,000 of the proceeds not
required to be held in the Trust Account shall be paid to the Company, upon delivery to you of certificates (in form and substance satisfactory
to the Representative) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The certificates for the
Firm Units will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second
full business day prior to the Closing Date, and will be made available for inspection by the Representative at least one business day prior to the
Closing Date.

                                                                        10
        (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Company hereby grants to the several Underwriters the Over-allotment Option to purchase the Option Units at the same price per
Unit as is set forth in the first paragraph of this Section 2 with respect to the Firm Units. The Over-allotment Option granted hereby may be
exercised in whole or in part by giving written notice at any time within 45 days after the date of this Agreement, by you, as Representative of
the several Underwriters, to the Company which notice shall set forth the number of Option Units as to which the several Underwriters are
exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option
Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after
the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the ― Option Closing Date
‖). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the
Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of
Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units,
adjusted by you in such manner as to avoid fractional units. The Over-allotment Option granted hereunder may be exercised only to cover
over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option
at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is
exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC in
New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire
transfer in Federal (same day) funds, as follows: $9.60 per Option Unit sold (including the Deferred Discount) shall be deposited in the Trust
Account pursuant to the Trust Agreement upon delivery to you of certificates (in form and substance satisfactory to the Representative)
representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters.
   3. Offering by the Underwriters .
       It is understood that the several Underwriters are to make a public offering of the Firm Units as soon as the Representative deems it
advisable to do so. The Firm Units are to be initially offered to the public at the initial public offering price set forth in the Prospectus. The
Representative may from time to time thereafter change the public offering price and other selling terms. It is further understood that you will
act as the Representative for the Underwriters in the offering and sale of the Units in accordance with a Master Agreement Among
Underwriters entered into by you and the several other Underwriters.
   4. Covenants of the Company .
      The Company covenants and agrees with the several Underwriters, and solely with respect to Section 4(b), the Underwriters covenant
and agree with the Company, that:
      (a) The Company will (A) prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a
form approved by the Representative

                                                                         11
containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A or 430C of the
Rules and Regulations and (B) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General
Disclosure Package or the Prospectus of which the Representative shall not previously have been advised and furnished with a copy or to which
the Representative shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations.
      (b) The Company and each of the Underwriters will not make any offer relating to the Securities that would constitute a ―free writing
prospectus‖ (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission under Rule 433 under the Act.
       (c) The Company will advise the Representative promptly (A) when the Registration Statement or any post-effective amendment thereto
shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of
the Registration Statement or for supplement to the General Disclosure Package or the Prospectus or for any additional information, and (D) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or
suspending the use of the Preliminary Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to
Section 8A of the Act. The Company will use its reasonable best efforts to prevent the issuance of any such order and to obtain as soon as
possible the lifting thereof, if issued.
      (d) The Company will cooperate with the Representative in endeavoring to qualify the Securities for sale under the securities laws of
such jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such documents, and
furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a
consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to
continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the Securities.
      (e) The Company will deliver to, or upon the order of, the Representative, from time to time, as many copies of the Preliminary
Prospectus as the Representative may reasonably request. The Company will deliver to, or upon the order of, the Representative during the
period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required under the Act, as
many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request. The
Company will deliver to the Representative at or before the Closing Date, four signed copies of the Registration Statement and all amendments
thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement
(including such number of copies of the exhibits filed therewith that may reasonably be requested), and of all amendments thereto, as the
Representative may reasonably request.
    (f) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the
Commission thereunder, so as to

                                                                       12
permit the completion of the distribution of the Units as contemplated in this Agreement and the Prospectus. If during the period in which a
prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by an Underwriter or
dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes
necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time
the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply
with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or
supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with applicable law.
       (g) If the General Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet
available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion
of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict with the information
contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to
comply with any applicable law, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriters
and any dealers an appropriate amendment or supplement to the General Disclosure Package.
      (h) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than
15 months after the Effective Date, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12
consecutive months beginning after the Effective Date, which earnings statement shall satisfy the requirements of Section 11(a) of the Act and
Rule 158 under the Act and will advise you when such statement has been so made available.
      (i) Prior to the Closing Date, if requested, the Company will furnish to the Underwriters, as soon as they have been prepared by or are
available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period
covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.
     (j) Except for securities issued in the Private Placement (as defined below), the Company hereby agrees that until the Company
consummates a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into
Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the
Common Stock on a Business Combination.
       (k) The Company will use its best efforts to effect and maintain the listing of the Securities on the American Stock Exchange (― AMEX
‖) until the consummation of a Business Combination.

                                                                         13
      (l) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Registration Statement, General Disclosure
Package and the Prospectus and shall file such reports with the Commission with respect to the sale of the Securities and the application of the
proceeds therefrom as may be required in accordance with Rule 463 under the Act.
       (m) The Company will maintain a transfer agent, warrant agent and, if necessary under the jurisdiction of incorporation of the Company,
a registrar for the Units, Common Stock and Warrants, as applicable.
       (n) The Company will not take, directly or indirectly, any action that constitutes or might reasonably be expected to constitute, the
stabilization or manipulation of the price of any securities of the Company.
      (o) For a period of four years from the Effective Date or such earlier time upon which the Company is required to be liquidated, the
Company will maintain the registration of the Securities under the provisions of the Exchange Act (except in connection with a going private
transaction).
      (p) For a period of four years from the Effective Date or until such earlier date upon which the Company is required to be liquidated (or
the Company ceases public reporting as a result of a going private transaction), the Company, at its expense, shall cause its regularly engaged
independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the first three fiscal
quarters prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
       (q) The Company shall not consummate a Business Combination with any Initial Stockholder, Special Advisor or officer or director of
the Company, or any entity which is affiliated with any Initial Stockholder, Special Advisor or officer or director of the Company without first
obtaining an opinion from an independent investment banking firm that such Business Combination is fair to the Company’s stockholders from
a financial point of view.
        (r) Except as described in the Registration Statement, General Disclosure Package and the Prospectus, the Company shall not pay any
Initial Stockholder, Special Advisor or any of their affiliates or family members any fees or compensation from the Company, for services
rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination; provided that the Initial
Stockholders shall be entitled to reimbursement from the Company, subject to approval by the Board of Directors of the Company, for their
reasonable out-of-pocket expenses incurred in connection with seeking and consummating an initial Business Combination.
        (s) The Company will take all necessary actions to ensure that, upon and at all times after the effectiveness of the Registration Statement,
it will be in compliance with (i) all provisions of the Sarbanes-Oxley Act that are then in effect and applicable to it and shall take such steps as
are necessary to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act which have been proposed but which are
not currently in effect upon the effectiveness of such provisions to the extent they are applicable to the Company and (ii) the

                                                                         14
requirements of the American Stock Exchange’s AMEX Company Guide if the Company’s securities are listed on the AMEX.
       (t) For a period of four years from the Effective Date or until such earlier time upon which the Company is required to be liquidated, the
Company, upon request from the Representative, will furnish to the Representative (i) copies of such financial statements and other periodic
and special reports as the Company from time to time furnishes generally to holders of any class of securities, and promptly furnish to the
Representative a copy of such registration statements, financial statements and periodic and special reports as the Company shall be required to
file with the Commission and from time to time furnishes generally to holders of any such class of its securities, and (ii) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may
from time to time reasonably request, in each such case subject to the execution of a confidentiality agreement reasonably satisfactory to the
Company.
       (u) For a period equal to four years from the date hereof or until such earlier time upon which the Company is required to be liquidated,
the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form)
for the registration of the Warrants and the Common Stock issuable upon exercise of the Warrants, under the Act (except in connection with a
going private transaction).
        (v) In the event any person or entity (excluding attorneys, accountants and similar service providers that are not affiliated or associated
with the NASD and are not brokers or finders) is engaged, in writing, to assist the Company in finding or evaluating a merger candidate, the
Company will provide the following to the Representative prior to consummation of an initial Business Combination: (i) copies of agreements
governing said services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns), and
(ii) a justification as to why the person or entity providing the merger and acquisition services should not be considered an ―underwriter or
related person‖ with respect to the Company’s initial public offering as such term is defined in Rule 2710(a)(6) of the NASD Conduct Rules.
The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the
Company will file for purposes of soliciting stockholder approval for the initial Business Combination.
        (w) The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit
preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
       (x) The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company as
of the Closing Date (the ― Audited Financial Statements ‖) reflecting the receipt by the Company of the proceeds of the initial public offering.
As soon as the Audited Financial Statements become available, the

                                                                         15
Company shall promptly file a Current Report on Form 8-K with the Commission (the ―Closing 8-K‖), which Closing 8-K shall contain the
Company’s Audited Financial Statements. In addition, upon receipt of the proceeds from the sale of any Option Units after the Closing Date,
the Company shall promptly file a second or amended Current Report on Form 8-K with the Commission, which Report shall provide updated
financial information to reflect the receipt of such additional proceeds.
      At or prior to the commencement of separate trading of the Warrants and Common Stock, the Company shall promptly issue a press
release announcing that separate trading of the Warrants and Common Stock will begin on the AMEX.
      (y) The Company shall advise the NASD if it is aware that any 5% or greater securityholder of the Company becomes an affiliate or
associated person of an NASD member participating in the distribution of the Securities.
       (z) The Company shall, as set forth in the Trust Agreement and disclosed in the Prospectus, cause the proceeds of the offering to be held
in the Trust Account to be invested only in ―government securities‖ within the meaning of Section 2(a)(16) of the 1940 Act with a maturity of
180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act with specific maturity
dates. The Company will otherwise use its best efforts to conduct its business (both prior to and after the consummation of an initial Business
Combination) in a manner so that it will not become subject to the 1940 Act.
      (aa) The Company hereby agrees that prior to commencing a diligence investigation of, or if earlier, entering into a confidentiality or
other agreement with, a company with which the Company may enter into a Business Combination (― Target Business ‖) or obtaining the
services of any vendor or service provider, it will use its best efforts to cause the Target Business or the vendor or service provider to execute a
waiver letter in the form attached hereto as Exhibit A and B, respectively. Furthermore, prior to the Closing Date, each officer and director of
the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
       (bb) The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its
amended and restated certificate of incorporation or by-laws and, the Company shall not take any action to amend or modify the provisions of
its amended and restated certificate of incorporation that apply to the Company during the period commencing upon the filing of the certificate
of incorporation with the Delaware Secretary of State and terminating upon the consummation of a Business Combination, which action would
result in such amendment or modification becoming effective prior to the consummation of an initial Business Combination.
      (cc) The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the
Company’s stockholders for their approval (― Initial Transaction Vote ‖) even if the nature of the acquisition is such as would not ordinarily
require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination
within 24 months from the Effective Date, the Company will be liquidated as described in the Prospectus. With respect to the Initial
Transaction Vote, the Company shall cause all of the Initial Stockholders to vote all shares of

                                                                         16
Common Stock owned by them and acquired prior to this offering (the ― Initial Shares ‖), in accordance with the vote of the majority of the
IPO Shares (as hereinafter defined) voted (in person or by proxy), at a meeting of the Company’s stockholders called for the Initial Transaction
Vote. At the time the Company seeks approval of any potential initial Business Combination, the Company will offer each of the holders of the
Company’s Common Stock issued in this offering other than the Initial Stockholders (the ― IPO Shares ‖) the right to convert such holder’s IPO
Shares to cash, if the stockholder votes against the Business Combination and the Business Combination is approved and completed, at a per
share price (the ― Conversion Price ‖) equal to the amount in the Trust Account, inclusive of any interest then held in the Trust Account, as of
two business days prior to the consummation of the Business Combination divided by the total number of IPO Shares (including any shares
held by the Initial Stockholders). If the Company elects to proceed with a Business Combination, it will promptly after the consummation of
such Business Combination convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested
such conversion and who voted against the initial Business Combination; provided that such holders continue to hold such IPO Shares through
consummation of the Business Combination. If a majority of the IPO Shares that are voted are not voted in favor of any initial Business
Combination or holders of 40% or more of the IPO Shares vote against approval of any potential initial Business Combination and exercise
their conversion rights, the Company will not proceed with such initial Business Combination and will not convert such shares.
       (dd) The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a ―penny stock‖ as defined in Rule 3a-51-1 under the Exchange Act during such period.
      (ee) The Company agrees that the initial Target Business(es) that it acquires must collectively have a fair market value equal to at least
80% of the Company’s net assets at the time of such acquisition. The fair market value of such business(es) shall be determined by the Board of
Directors of the Company based upon one or more standards generally accepted by the financial community. If the Board of Directors of the
Company is not able to independently determine that the Target Business(es) have a sufficient fair market value, the Company will obtain an
opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criteria. The Company will not be
required to obtain an opinion from an investment banking firm as to the fair market value if the Company’s Board of Directors independently
determines that the Target Business(es) have sufficient fair market value. The Company will not acquire less than a controlling interest in the
Target Business(es) (which would be at least 50% of each Target Business’s voting securities).
      (ff) The Company shall deposit into the Trust Account the $3,000,000 of proceeds from the private placement (― Private Placement ‖) of
3,000,000 Warrants to Nathan Leight and Jason Weiss, to be completed on the Closing Date.
      (gg) If the Over-allotment Option is not exercised in full, then promptly following the earlier to occur of the expiration or termination of
the Over-allotment Option, the Company will cause the Initial Stockholders to forfeit shares of Common Stock in an aggregate

                                                                         17
amount (up to 750,000 shares of Common Stock) sufficient to cause the Initial Stockholders to maintain control over Initial Shares in an
amount equal to 20% of the Company’s outstanding Common Stock after giving effect to the offering of the Units and the exercise, if any, of
the Over-allotment Option. For the avoidance of doubt, if the Underwriters exercise the Over-allotment Option in full, the Initial Stockholders
shall not be required to forfeit any shares of Common Stock pursuant to this subsection.
       (hh) Upon consummation of the initial Business Combination, the Company shall pay the Deferred Discount to the Representative, on
behalf of the Underwriters, as the deferred portion of the Underwriters’ compensation. The Deferred Discount shall be payable as soon as is
practicable by the Representative to the Underwriters in proportion to their respective underwriting commitments.
   5. Costs and Expenses .
       The Company will pay all out of pocket costs, expenses and fees incident to the performance of the obligations of the Company under
this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and
disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the
Registration Statement, Preliminary Prospectuses, the Prospectus, this Agreement and the Listing Application; the filing fees of the
Commission; the filing fees, costs and expenses (including fees and disbursements of Underwriters’ counsel) incident to securing any required
review by the NASD of the terms of the sale of the Units; if necessary, the costs and expenses (including fees and disbursements of
Underwriters’ counsel) of qualifying the Securities for sale under state or foreign securities or ―blue sky‖ laws; and the Listing Fee of the
American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of an investigative search
firm (up to a maximum of $25,000) of the Representative’s choice to conduct an investigation of each individual named in the Preliminary
Prospectus or the Prospectus as a sponsor, officer, director or special advisor to the Company and will reimburse the Underwriters for their out
of pocket expenses incurred by the Underwriters in connection with any ―road show‖ or other presentations to prospective purchasers of Units.
The Company shall not, however, be required to pay for any of the Underwriters’ expenses except as otherwise specifically provided herein
and except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied by reason of any
failure or refusal on the part of the Company to perform any reasonably requested undertaking or satisfy any condition of this Agreement or to
comply with any of the terms hereof on its part to be performed, unless such failure or refusal is due primarily to the default or omission of any
Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of
counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Units or in contemplation of performing
their obligations hereunder.
   6. Conditions of Obligations of the Underwriters .
      The several obligations of the Underwriters to purchase the Firm Units on the Closing Date and the Option Units, if any, on the Option
Closing Date are subject to the accuracy, as of the Applicable Time, the Closing Date or the Option Closing Date, as the case

                                                                        18
may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and
obligations hereunder and to the following additional conditions:
    (a) The Registration Statement and all post-effective amendments thereto shall have become effective and the Prospectus shall have been
filed as required by Rule 424 under the Act, within the time period prescribed by, and in compliance with, the Rules and Regulations, and any
request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to
the Representative and complied with to its reasonable satisfaction. No stop order suspending the effectiveness of the Registration Statement,
as amended from time to time, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have
been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission and no injunction, restraining order
or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance of the Units.
       (b) The Representative shall have received on the Closing Date or the Option Closing Date, as the case may be, the opinion of Graubard
Miller, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and
stating that it may be relied upon by counsel to the Underwriters) in substantially the form attached hereto as Exhibit D.
       In rendering such opinion Graubard Miller may rely as to matters governed by the laws of states other than New York or Federal laws on
local counsel in such jurisdictions, provided that in each case Graubard Miller shall state that they believe that they and the Underwriters are
justified in relying on such other counsel.
      (c) The Representative shall have received on and as of the Closing Date or the Option Closing Date, as the case may be, an opinion and
statement of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, with respect to such matters as the Representative may
reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to
pass upon such matters.
      (d) You shall have received, on each of the date hereof, the Closing Date and, if applicable, the Option Closing Date, a letter dated the
date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to you, of Goldstein Golub
Kessler LLP confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the
Act and the applicable Rules and Regulations and the PCAOB and stating that in their opinion the financial statements and schedules examined
by them and included in the Registration Statement, the General Disclosure Package and the Prospectus comply in form in all material respects
with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements and
information as are ordinarily included in accountants’ ―comfort letters‖ to underwriters with respect to the financial statements and certain
financial and statistical information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

                                                                       19
       (e) The Representative shall have received on the Closing Date and, if applicable, the Option Closing Date, as the case may be, a
certificate or certificates of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that, as of the Closing
Date or the Option Closing Date, as the case may be, each of them severally represents as follows:
              (i) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the
       Registration Statement and no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued,
       and no proceedings for such purpose or pursuant to Section 8A of the Act have been taken or are, to his or her knowledge, contemplated
       or threatened by the Commission;
              (ii) The representations and warranties of the Company contained in Section 1 hereof are true and correct as of the Closing Date
       or the Option Closing Date, as the case may be (except for representations and warranties which refer to a particular date, in which case
       such representations and warranties shall be true and correct as of such date);
            (iii) All filings required to have been made pursuant to Rules 424, 430A, 430B or 430C under the Act have been made as and
       when required by such rules;
             (iv) He or she has carefully examined the General Disclosure Package and, in his or her opinion, as of the Applicable Time, the
       statements contained in the General Disclosure Package did not contain any untrue statement of a material fact, and such General
       Disclosure Package did not omit to state a material fact necessary in order to make the statements therein, in the light of the
       circumstances under which they were made, not misleading;
             (v) He or she has carefully examined the Registration Statement and, in his or her opinion, as of the effective date of the
       Registration Statement, the Registration Statement and any amendments thereto did not contain any untrue statement of a material fact
       and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading,
       and since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement to or
       an amendment of the Prospectus which has not been so set forth in such supplement or amendment;
             (vi) He or she has carefully examined the Prospectus and, in his or her opinion, as of its date and the Closing Date or the Option
       Closing Date, as the case may be, the Prospectus and any amendments and supplements thereto did not contain any untrue statement of
       a material fact

                                                                         20
       and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
       they were made, not misleading; and
              (vii) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package
       and the Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change
       in or affecting the business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the
       Company, whether or not arising in the ordinary course of business.
     (f) The Company shall have furnished to the Representative such further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related matters as the Representative may reasonably have requested.
      (g) The Firm Units and Option Units, if any, shall have been duly listed, subject to notice of issuance, on the American Stock Exchange.
     (h) The Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Stock
Escrow Agreement and each of the Insider Letters.
      (i) The NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and
arrangements.
       The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they
are in all material respects reasonably satisfactory to the Representative and to Cleary Gottlieb Steen & Hamilton LLP, counsel for the
Underwriters.
       If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement
to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the Company of such
termination in writing at or prior to the Closing Date or the Option Closing Date, as the case may be.
      In such event, the Company and the Underwriters shall not be under any obligation to each other (except to the extent provided in
Sections 5 and 8 hereof).
   7. Indemnification and Contribution .
       (a) The Company shall indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors,
officers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act of or Section 20 of the Exchange Act (collectively the

                                                                        21
― Underwriter Indemnified Parties ,‖ and each an ― Underwriter Indemnified Party ‖) against any loss, claim, damage, expense or liability
whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may
become subject, under the Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises
out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any
Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or (B) the
omission or alleged omission to state in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or
supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (C) any breach of the representations and warranties of the Company contained herein or failure of the
Company to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by any
Underwriter in connection with, or relating in any manner to, the Securities or the offering of the Securities contemplated herein, and which is
included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon
matters covered by subclause (A), (B) or (C) above of this Section 7(a) ( provided that the Company shall not be liable in the case of any matter
covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim,
damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through
its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or
other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or
defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage,
expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided , however , that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement
or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, any Registration Statement or the Prospectus,
or any such amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by
the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the
Underwriters’ Information (as defined in Section 11). This indemnity agreement is not exclusive and will be in addition to any liability which
the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each
Underwriter Indemnified Party.
      (b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and its directors, its officers who signed
the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (collectively the ― Company Indemnified Parties ‖ and each a ― Company Indemnified Party ‖) against any loss, claim, damage,
expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Company
Indemnified Party may become subject, under the Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation
or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in

                                                                        22
any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or
alleged omission to state in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement
thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by the Representative by or on behalf of any Underwriter specifically for use therein, which
information the parties hereto agree is limited to the Underwriters’ Information (as defined in Section 11), and shall reimburse the Company for
any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or
appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and
expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by a Underwriter under this Section
7(b) exceed the total compensation received by such Underwriter in accordance with Section 2.
        (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in
writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure; and, provided, further,
that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than
under this Section 7. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying
party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with
the written consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such action, except as provided herein, the indemnifying party shall not be liable to the
indemnified party under Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the
defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to
employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other
than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically
authorized in writing by the Company in the case of a claim for indemnification under Section 7(a) or the Underwriters in the case of a claim
for indemnification under Section 7(b), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal
defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has
failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of
time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the
defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the right to assume the

                                                                         23
defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on
behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such
indemnified party in connection with the defense of such action; provided , however , that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified
parties (in addition to any local counsel), which firm shall be designated in writing by the Representative if the indemnified parties under this
Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties under this Section 7 consist of any
Company Indemnified Parties. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not
be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to
defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action,
investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or
threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or
not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or
threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or
delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the
plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying
party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after
receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such settlement.
      (d) If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section
7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid, payable
or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action, investigation or
proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other hand from the

                                                                         24
offering of the Securities, or (ii) if the allocation provided by clause (i) of this Section 7(d) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(d) but also the relative fault of the
Company on the one hand and the Underwriters on the other with respect to the statements, omissions, acts or failures to act which resulted in
such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant
equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased under this
Agreement (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Underwriters in
connection with offering, in each case as set forth in the table on the cover page of the Prospectus (but in the case of the Underwriters,
including the Deferred Discount only to the extent actually received by the Underwriters). The relative fault of the Company on the one hand
and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the
Company by the Underwriters for use in the Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or
supplement thereto, consists solely of the Underwriters’ Information (as defined in Section 11). The Company and the Underwriters agree that
it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or proceeding referred to above in this Section
7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred
in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this
Section 7(d), no Underwriter shall be required to contribute any amount in excess of the total compensation received by such Underwriter in
accordance with Section 2 less the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of
any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 7(d) are several in
proportion to their respective obligations and not joint.
   8. Notices .
       All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or
telegraphed and confirmed as follows: if to the Underwriters, to Lazard Capital Markets LLC, 30 Rockefeller Plaza, New York, New York
10020, Attn: Robert Lagay, General Counsel; if to the Company to, Aldabra 2 Acquisition Corp., c/o Terrapin Partners LLC, 540 Madison
Avenue, 17 th Floor, New York, New York 10022, Attn: Jason Weiss, Chief Executive Officer.

                                                                           25
   9. Termination .
       This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing
Date (if different from the Closing Date and then only as to Option Units) if any of the following has occurred: (i) since the respective dates as
of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, a Material Adverse Effect
shall have occurred, (ii) trading in securities generally on the New York Stock Exchange, Nasdaq Stock Market or the American Stock
Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market,
shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on
any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority
having jurisdiction, (iii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in
commercial banking or securities settlement or clearance services in the United States, (iv) the United States shall have become engaged in
hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or
there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse
change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United
States shall be such) as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of
the Units on the terms and in the manner contemplated in the Preliminary Prospectus and the Prospectus; or
      (b) as provided in Sections 6 and 12 of this Agreement.
   10. Successors .
      This Agreement has been and is made solely for the benefit of the Underwriters and the Company and their respective successors,
executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have
any right or obligation hereunder. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign merely because
of such purchase.
   11. Information Provided by Underwriters .
       The Company and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any Underwriter to
the Company for inclusion in the Registration Statement, the Preliminary Prospectus or the Prospectus consists of the information set forth in
the third, ninth and tenth paragraphs under the caption ―Underwriting‖ in the Prospectus and each Underwriter’s name as contained on the
cover page of the Prospectus (the ― Underwriters’ Information ‖).

                                                                           26
   12. Default by Underwriters .
       If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of
the Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the
Company), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of
the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein,
the Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not
have procured such other Underwriters, or any others, to purchase the Units agreed to be purchased by the defaulting Underwriter or
Underwriters, then (a) if the aggregate number of Units with respect to which such default shall occur does not exceed 10% of the Units to be
purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in
proportion to the respective numbers of Units which they are obligated to purchase hereunder, to purchase the Units which such defaulting
Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Units with respect to which such default shall occur exceeds
10% of the Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company or you as the
Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement,
to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in
Sections 5 and 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 12, the Closing Date or Option
Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in
order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or
arrangements may be effected. The term ―Underwriter‖ includes any person substituted for a defaulting Underwriter. Any action taken under
this Section 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
   13. Absence of Fiduciary Duty .
      The Company acknowledges and agrees that:
      (a) the Underwriters’ responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as
underwriters in connection with the offering of the Securities contemplated herein and no fiduciary, advisory or agency relationship between
the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of
whether the Underwriters or Lazard Frères & Co. LLC has advised or is advising the Company on other matters;
      (b) the price of the Securities set forth in this Agreement was established following arms-length negotiations and the Company is capable
of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this
Agreement;
       (c) it has been advised that the Underwriters and Lazard Frères & Co. LLC and their affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such
interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

                                                                        27
      (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty and
agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to
any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the
Company.
   14. Miscellaneous .
       The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and
covenants contained in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any
investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or
officers and (c) delivery of and payment for the Securities under this Agreement.
      This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
       This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation,
Section 5-1401 of the New York General Obligations Law. In any proceeding relating to the Registration Statement, the Preliminary
Prospectus, the Prospectus or any supplement or amendment thereto, each party hereby (i) irrevocably submits to the jurisdiction of the United
States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the
purposes of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and (ii) hereby
waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such
court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
Each party hereto consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained in this section shall affect or limit any right to serve process in any other manner permitted by law.

                                                                        28
      If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates
hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

                                                              Very truly yours,

                                                              ALDABRA 2 ACQUISITION CORP.

                                                              By
                                                                    Name:
                                                                    Title:


The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

 LAZARD CAPITAL MARKETS LLC

As Representative of the several
Underwriters listed on Schedule I

By
                        Authorized Officer

                                                                        29
                                              SCHEDULE I
                                     Schedule of Underwriters

                                                                Number of Firm
                                                                     Units
                                Underwriter                     to be Purchased
Lazard Capital Markets, LLC
Pali Capital, Inc.
Ladenburg Thalmann & Co. Inc.
EarlyBirdCapital, Inc.
  Total                                                            30,000,000

                                                  30
                                   SCHEDULE II
Trade date:  , 2007
Settlement date:  , 2007
Selling concession: $  per Unit

                                       31
                                                                                                                                      Exhibit 3.1


                                                        AMENDED AND RESTATED
                                                   CERTIFICATE OF INCORPORATION
                                                                       OF
                                                    ALDABRA 2 ACQUISITION CORP.



                                                        Pursuant to Section 245 of the
                                                     Delaware General Corporation Law



  ALDABRA 2 ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the ―Corporation‖), by its Chief
Executive Officer, hereby certifies as follows:
   1. The name of the Corporation is ―Aldabra 2 Acquisition Corp.‖
   2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 1,
2007.
   3. This Amended Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation.
   4. This Amended and Restated Certificate of Incorporation was duly adopted by joint written consent of the directors and stockholders of
the Corporation in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware
(―GCL‖).
   5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in full as follows:
   FIRST: The name of the corporation is Aldabra 2 Acquisition Corp. (hereinafter sometimes referred to as the ―Corporation‖).
   SECOND: The registered office of the Corporation is to be located at 615 S. DuPont Hwy., Kent County, Dover, Delaware. The name of its
registered agent at that address is National Corporate Research, Ltd.
  THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the
GCL.

                                                                         1
   FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 86,000,000 of
which 85,000,000 shares shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par
value of $.0001 per share.
    A. Preferred Stock . The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and
to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted
by the Board of Directors providing for the issue of such series (a ―Preferred Stock Designation‖) and as may be permitted by the GCL. The
number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
  B. Common Stock . Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the
Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.
   FIFTH: The name and mailing address of the sole incorporator of the Corporation are as follows:

                             Name                                 Address
                   Jeffrey M. Gallant               Graubard Miller
                                                    The Chrysler Building
                                                    405 Lexington Avenue
                                                    New York, New York 10174

    SIXTH: The Corporation’s existence shall terminate on                , 2009 (the ―Termination Date‖). This provision may only be amended
in connection with, and become effective upon, the consummation of a Business Combination (defined below). A proposal to so amend this
section shall be submitted to stockholders in connection with any proposed Business Combination pursuant to Article Seventh (A) below.
   SEVENTH: The following provisions (A) through (E) shall apply during the period commencing upon the filing of this Certificate of
Incorporation and terminating upon the consummation of any ―Business Combination,‖ and may not be amended during the ―Target

                                                                            2
Business Acquisition Period.‖ A ―Business Combination‖ shall mean the acquisition by the Corporation, whether by merger, capital stock
exchange, asset or stock acquisition or other similar type of transaction, of an operating business (―Target Business‖). The ―Target Business
Acquisition Period‖ shall mean the period from the effectiveness of the registration statement filed in connection with the Corporation’s initial
public offering (―IPO‖) up to and including the first to occur of (a) a Business Combination or (b) the Termination Date.
    A. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for
approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the GCL.
In the event that a majority of the IPO Shares (defined below) present and entitled to vote at the meeting to approve the Business Combination
are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination;
provided that the Corporation shall not consummate any Business Combination if the holders of 40% or more of the IPO Shares exercise their
conversion rights described in paragraph B below.
    B. In the event that a Business Combination is approved in accordance with the above paragraph (A) and is consummated by the
Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (―IPO Shares‖) who voted against the
Business Combination may, contemporaneously with such vote, demand that the Corporation convert his IPO Shares into cash. If so demanded,
the Corporation shall, promptly after consummation of the Business Combination, convert such shares into cash at a per share conversion price
equal to the quotient determined by dividing (i) the amount in the Trust Fund (as defined below), inclusive of any interest thereon, calculated as
of two business days prior to the consummation of the Business Combination, by (ii) the total number of IPO Shares. ―Trust Fund‖ shall mean
the trust account established by the Corporation at the consummation of its IPO and into which a certain amount of the net proceeds of the IPO
is deposited.
    C. In the event that the Corporation does not consummate a Business Combination by the Termination Date, the officers of the Corporation
shall take all such action necessary to dissolve and liquidate the Corporation as soon as reasonably practicable. In the event that the Corporation
is so dissolved and liquidated, only the holders of IPO Shares shall be entitled to receive liquidating distributions and the Corporation shall pay
no liquidating distributions with respect to any other shares of capital stock of the Corporation.
    D. A holder of IPO Shares shall be entitled to receive distributions from the Trust Fund only in the event of a liquidation of the Corporation
or in the event he demands conversion of his shares in accordance with paragraph B above. In no other circumstances shall a holder of IPO
Shares have any right or interest of any kind in or to the Trust Fund.

                                                                         3
    E. The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as
nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring
at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C
directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in
Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a
term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual
meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual
meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and
the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office,
although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining director. All directors shall hold office until the
expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy
resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
   EIGHTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
   A. Election of directors need not be by ballot unless the by-laws of the Corporation so provide.
   B. The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or
repeal the by-laws of the Corporation as provided in the by-laws of the Corporation.
   C. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or
be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting
and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and
binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation,
whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

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    D. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions
of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided,
however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
   NINTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to
authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this paragraph A by the
stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events
occurring prior to the time of such repeal or modification.
           B. The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all
persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil,
criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification
hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.
   TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors,

                                                                         5
and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

                                                                          6
     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Jason
Weiss, its Chief Executive Officer, as of the    day of                         , 2007.




                                                           Jason Weiss, Chief Executive Officer

                                                                 7
                                                                                                                                    Exhibit 4.4


                                                         WARRANT AGREEMENT
   Agreement made as of                            , 2006 between Aldabra 2 Acquisition Corp., a Delaware corporation, with offices at c/o
Terrapin Partners LLC, 540 Madison Avenue, 17th Floor, New York, New York 10022 (―Company‖), and Continental Stock Transfer & Trust
Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (―Warrant Agent‖).
   WHEREAS, the Company has received binding commitments from Nathan Leight and Jason Weiss (collectively, the ―Insider‖) to purchase
an aggregate of 3,000,000 warrants (―Insider Warrants‖); and
   WHEREAS, the Company is engaged in a public offering (―Public Offering‖) of Units and, in connection therewith, has determined to issue
and deliver up to 34,500,000 Warrants to the public investors (―Public Warrants‖ and, together with the Insider Warrants, the ―Warrants‖), each
of such Warrants evidencing the right of the holder thereof to purchase one share of the Company’s common stock, par value $.0001 per share
(―Common Stock‖), for $7.50, subject to adjustment as described herein; and
   WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-141398
(―Registration Statement‖), for the registration, under the Securities Act of 1933, as amended (―Act‖) of, among other securities, the Warrants
and the Common Stock issuable upon exercise of the Warrants; and
   WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
   WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and
   WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the
Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.
   NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.
2. Warrants .
   2.1. Form of Warrant . Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief
Executive Officer and Treasurer or Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
   2.2. Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be
invalid and of no effect and may not be exercised by the holder thereof.
   2.3. Registration .
   2.3.1. Warrant Register . The Warrant Agent shall maintain books (―Warrant Register‖), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company.
   2.3.2. Registered Holder . Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (―registered holder‖), as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

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   2.4. Detachability of Warrants . The securities comprising the Units will not be separately transferable until 90 days after the date hereof
unless Lazard Capital Markets LLC (―Lazard‖) informs the Company of its decision to allow earlier separate trading, but in no event will
Lazard allow separate trading of the securities comprising the Units until the Company files a Current Report on Form 8-K which includes an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the Underwriter’s over-allotment option, if the over-allotment option is exercised prior to the filing of the Form
8-K.
    2.5 Insider Warrants . The Insider Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or
salable until the later of ___, 2008 or the date on which the Company completes a business combination, (ii) will be exercisable on a cashless
basis and will not be redeemable by us if they are still held by the Insiders or their affiliates and (iii) may be exercised for unregistered shares if
a registration statement relating to the common stock issuable upon exercise of the warrants is not effective and current.
3. Terms and Exercise of Warrants
   3.1. Warrant Price . Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $7.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term ―Warrant Price‖ as used in this Warrant Agreement refers to the price per share at which Common Stock may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date for a period of not less than 10 business days; provided, however, that any such reduction shall be identical in percentage terms
among all of the Warrants.
   3.2. Duration of Warrants . A Warrant may be exercised only during the period (―Exercise Period‖) commencing on the later of (i) the
consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination (―Business
Combination‖) (as described more fully in the Company’s Registration Statement) and (ii)                  , 2008, and terminating at 5:00 p.m.,
New York City time on the earlier to occur of (i)                          , 2011 or (ii) the date fixed for redemption of the Warrants as
provided in Section 6 of this Agreement (―Expiration Date‖). Except with respect to the right to receive the Redemption Price (as set forth in
Section 6 hereunder), each Warrant not exercised on or

                                                                           3
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the
close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that the Company will provide notice to registered holders of the Warrants of such extension of not less
than 20 days.
   3.3. Exercise of Warrants .
      3.3.1. Payment . Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, as follows:
      (a) in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or
       (b) with respect to any Insider Warrants, by surrendering such Insider Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the ―Fair Market Value‖ (defined below) by (y) the Fair Market Value. Solely for purposes of
this Section 3.3.1(c), the ―Fair Market Value‖ shall mean the average reported last sale price of the Common Stock for the five trading days
ending on the trading day prior to the date on which the Insider Warrants are exercised.
   3.3.2. Issuance of Certificates . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new countersigned Warrant for the number of shares as to which such

                                                                         4
Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to
the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless a registration statement under the
Act with respect to the Common Stock is effective, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts.
In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the
holder of such Public Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no
event will the Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful. The shares of common stock issuable upon exercise of Insider
Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser
of a unit containing such Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit.
       3.3.3. Valid Issuance . All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.
       3.3.4. Date of Issuance . Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.
      3.3.5. Intentionally Omitted.
4. Adjustments.
   4.1. Stock Dividends — Split-Ups . If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

                                                                         5
   4.2. Aggregation of Shares . If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.
   4.3 Adjustments in Exercise Price . Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.
    4.4. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of
the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his,
her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by
Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

                                                                         6
    4.5. Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth
for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.
   4.6. No Fractional Shares . Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder.
    4.7. Form of Warrant . The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

5. Transfer and Exchange of Warrants.
   5.1. Registration of Transfer . The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from
time to time upon request.

                                                                         7
    5.2. Procedure for Surrender of Warrants . Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.
   5.3. Fractional Warrants . The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.
   5.4. Service Charges . No service charge shall be made for any exchange or registration of transfer of Warrants.
   5.5. Warrant Execution and Countersignature . The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
   6. Redemption .
   6.1. Redemption . Not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time while
they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Public Warrant (―Redemption Price‖), provided that the last sales price of the Common Stock has been at least $14.25 per share, on
each of twenty (20) trading days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of
redemption is given.
   6.2. Date Fixed for, and Notice of, Redemption . In the event the Company shall elect to redeem all of the Public Warrants, the Company
shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the registered holder received such notice.

                                                                          8
   6.3. Exercise After Notice of Redemption . The Public Warrants may be exercised, for cash at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On and after the redemption
date, the record holder of the Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the
Redemption Price.
   6.4 Intentionally Omitted .
7. Other Provisions Relating to Rights of Holders of Warrants .
   7.1. No Rights as Stockholder . A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
   7.2. Lost, Stolen, Mutilated, or Destroyed Warrants . If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.
   7.3. Reservation of Common Stock . The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
   7.4. Registration of Common Stock . The Company agrees that prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the
Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of
the Warrants in accordance with the

                                                                            9
provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of
Lazard.
8. Concerning the Warrant Agent and Other Matters .
   8.1. Payment of Taxes . The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares.
   8.2. Resignation, Consolidation, or Merger of Warrant Agent .
       8.2.1. Appointment of Successor Warrant Agent . The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of
the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of
New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

                                                                         10
      8.2.2. Notice of Successor Warrant Agent . In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such
appointment.
      8.2.3. Merger or Consolidation of Warrant Agent . Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.
   8.3. Fees and Expenses of Warrant Agent .
      8.3.1. Remuneration . The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.
       8.3.2. Further Assurances . The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.
   8.4. Liability of Warrant Agent .
       8.4.1. Reliance on Company Statement . Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.
      8.4.2. Indemnity . The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith.

                                                                      11
       8.4.3. Exclusions . The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any
shares of Common Stock will when issued be valid and fully paid and nonassessable.
   8.5. Acceptance of Agency . The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of Warrants.
9. Miscellaneous Provisions .
   9.1. Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.
   9.2. Notices . Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:

                       Aldabra 2 Acquisition Corp.
                       c/o Terrapin Partners LLC
                       540 Madison Avenue
                       17th Floor
                       New York, New York 10022
                       Attn: Chief Executive Officer

                                                                         12
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:

                       Continental Stock Transfer & Trust Company
                       17 Battery Place
                       New York, New York 10004
                       Attn:    Compliance Department
with a copy in each case to:

                       Graubard Miller
                       The Chrysler Building
                       405 Lexington Avenue
                       New York, New York 10174
                       Attn:   David Alan Miller, Esq.
and

                       Cleary Gottlieb Steen & Hamilton LLP
                       One Liberty Plaza
                       New York, New York 10006
                       Attn:   Raymond B. Check, Esq.
and

                       Lazard Capital Markets LLC
                       30 Rockefeller Plaza
                       New York, NY 10020
                       Attn:
    9.3. Applicable law . The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or

                                                                        13
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
    9.4. Persons Having Rights under this Agreement . Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 7.4 and 9.2 hereof, Lazard, any right, remedy, or claim under or by reason
of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Lazard shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 7.4 and 9.2 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and Lazard with respect to the
Sections 7.4 and 9.2 hereof) and their successors and assigns and of the registered holders of the Warrants.
  9.5. Examination of the Warrant Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent
may require any such holder to submit his Warrant for inspection by it.
   9.6. Counterparts . This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
   9.7. Effect of Headings . The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.
   9.8 Amendments . This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the registered holders of a majority of the then
outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.

                                                                          14
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

                                                                  ALDABRA 2 ACQUISITION CORP.

                                                                  By:
                                                                           Name:
                                                                           Title:

                                                                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                                                                  By:
                                                                           Name:
                                                                           Title:

                                                                15
                                                                                                                                   Exhibit 5.1

                                                          GRAUBARD MILLER
                                                       THE CHRYSLER BUILDING
                                                        405 LEXINGTON AVENUE
                                                      NEW YORK, NEW YORK 10174
                                                                                    June 13, 2007
Aldabra 2 Acquisition Corp.
c/o Terrapin Partners LLC
540 Madison Avenue
17th Floor
New York, New York 10022
Dear Sirs:
   Reference is made to the Registration Statement on Form S-1 (―Registration Statement‖) filed by Aldabra 2 Acquisition Corp.
(―Company‖), a Delaware corporation, under the Securities Act of 1933, as amended (―Act‖), covering (i) 30,000,000 Units, with each Unit
consisting of one share of the Company’s common stock (30,000,000 shares), par value $.0001 per share (the ―Common Stock‖), and warrants
(30,000,000 warrants) (―Warrants‖) to purchase one share of the Company’s Common Stock (30,000,000 Shares) to Lazard Capital Markets
LLC, the representative of the underwriters (the ―Underwriters‖), (ii) up to 4,500,000 Units (the ―Over-Allotment Units‖) representing
4,500,000 shares of Common Stock and 4,500,000 Warrants (to purchase 4,500,000 shares of Common Stock), which the Underwriters will
have a right to purchase from the Company to cover over-allotments, if any, (iii) all shares of Common Stock and all Warrants issued as part of
the Units and Over-Allotment Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Units and
Over-Allotment Units.
   We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the
opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed
appropriate, relied upon certain representations of certain officers and employees of the Company.
   Based upon the foregoing, we are of the opinion that:
   1. The Units, the Over-Allotment Units, the Warrants and the Common Stock to be sold to the Underwriter, when issued and sold in
accordance with and in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and non
assessable.
    2. The Warrants constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of
creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
    We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those
provisions, all applicable provisions of the Delaware Constitution and all applicable judicial and regulatory determinations. We hereby consent
to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in
the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

                                                                    Very truly yours,

                                                                    /s/ Graubard Miller
                                                                                                                                      Exhibit 10.6

                                           INVESTMENT MANAGEMENT TRUST AGREEMENT
     This Agreement is made as of ___, 2007 by and between Aldabra 2 Acquisition Corp. (the ―Company‖) and Continental Stock Transfer
& Trust Company (―Trustee‖).
       WHEREAS, the Company’s registration statement on Form S-1, No. 333-141398 (―Registration Statement‖), for its initial public
offering of securities (―IPO‖) has been declared effective as of the date hereof (―Effective Date‖) by the Securities and Exchange Commission
(capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and
      WHEREAS, Lazard Capital Markets LLC (―Lazard‖) is acting as the representative of the underwriters in the IPO; and
       WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of
Incorporation, $290,060,000 of the gross proceeds of the IPO and sale of the Insider Warrants (or $333,260,000 if the underwriters’
over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the
Company and the holders of the Company’s common stock, par value $.0001 per share, issued in the IPO as hereinafter provided (the amount
to be delivered to the Trustee will be referred to herein as the ―Property‖, the stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the ―Public Stockholders,‖ and the Public Stockholders and the Company will be referred to together as the
―Beneficiaries‖); and
      WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property;
      IT IS AGREED:
1.   Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:
     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (―Trust
Account‖) established by the Trustee;
      (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
      (c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States ―government securities‖
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open
ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the
Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as determined by the Company;
      (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the ―Property,‖ as such
term is used herein;
      (e) Notify the Company and Lazard Capital Markets of all communications received by it with respect to any Property requiring action
by the Company;
       (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of the tax returns for the Trust Account;
       (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company and/or Lazard Capital Markets to do so;
      (h) Render to the Company and to Lazard Capital Markets, and to such other person as the Company may instruct, monthly written
statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and
        (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(―Termination Letter‖), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the
Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein; provided, however , that in the event that a Termination Letter has not been received by the Trustee by
the close of business on the ―business day‖ that is the 24-month anniversary of the effective date of the Registration Statement (―Last Date‖),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and
distributed to the stockholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which
banks are required or authorized by law to be closed in the City of New York. In all cases, the Trustee shall provide Lazard with a copy of any
Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly
after it receives same. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.
2.   Limited Distributions of Income from Trust Account .
      (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount requested by the Company to cover any income or franchise tax obligation
owed by the Company as a result of interest or other income earned on the funds held in the Trust Account;
       (b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and
selecting a target business and other working capital requirements; provided, however, that the aggregate amount of all such distributions shall
not exceed $3,100,000; and

                                                                          2
      (c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property.
Except as provided in Section 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with
Section 1(i) hereof.
3.   Agreements and Covenants of the Company . The Company hereby agrees and covenants to:
      (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board or President or other
authorized officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of
the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
       (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the ―Indemnified Claim‖). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent
of the Company unless such settlement includes a full release of the Company with respect to such Indemnified Claim. The Company may
participate in such action with its own counsel;
       (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to
Section 2 as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section 2. The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this
Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any
payments to the Trustee under such Sections, except to the extent it is distributed to the Company pursuant to Section 2);

                                                                          3
       (d) In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Trustee)
verifying the vote of the Company’s stockholders regarding such Business Combination.
4.   Limitations of Liability . The Trustee shall have no responsibility or liability to:
      (a) Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;
       (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
      (c) Change the investment of any Property, other than in compliance with paragraph 1(c);
      (d) Refund any depreciation in principal of any Property;
      (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
       (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;
      (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and
      (h) File information returns with the United States Internal Revenue Service and payee statements with the Company, documenting the
taxes payable by the Company, if any, relating to interest earned on the Property.

                                                                           4
5.   Termination . This Agreement shall terminate as follows:
       (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to
the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or
      (b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).
6.   Miscellaneous .
       (a) The Company and the Trustee each acknowledge that the Trustee will follow the procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit E. In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number, provided it has
accurately transmitted the numbers provided.
      (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
     (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed,

                                                                          5
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of Lazard. As to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.
    (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.
       (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:
        if to the Trustee, to:
             Continental Stock Transfer
             & Trust Company
             17 Battery Place
             New York, New York 10004
             Attn: Steven G. Nelson
             Fax No.: (212) 509-5150
        if to the Company, to:
             Aldabra 2 Acquisition Corp.
             c/o Terrapin Partners LLC
             540 Madison Avenue
             17 th Floor
             New York, New York 10022
             Attn: Jason Weiss, Chief Executive Officer
             Fax No.: (212) 710-4105
        in either case with a copy to:
             Lazard Capital Markets LLC
             30 Rockefeller Plaza
             New York, NY 10020
             Attn:
             Fax No.: (     )     -
      (f) This Agreement may not be assigned by the Trustee without the prior consent of the Company and Lazard.

                                                                        6
      (g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.
      (h) Each of the Company and the Trustee hereby acknowledge that Lazard is a third party beneficiary of this Agreement.

                                                                       7
     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written
above.

                                                        CONTINENTAL STOCK TRANSFER
                                                        & TRUST COMPANY, as Trustee

                                                        By:
                                                              Name:
                                                              Title:


                                                        ALDABRA 2 ACQUISITION CORP.

                                                        By:
                                                              Name:
                                                              Title:


                                                                  8
                                                                  SCHEDULE A

Fee Item                       Time and method of payment               Amount
Initial acceptance fee         Initial closing of IPO by wire       $ 1,000
                               transfer

Annual fee                     First year, initial closing of       $ 3,000
                               IPO by wire transfer; thereafter
                               on the anniversary of the
                               effective date of the IPO by
                               wire transfer or check

Transaction processing fee     Deduction by Trustee from            $      250
for disbursements to Company   accumulated income following
under Section 2                disbursement made to Company
                               under Section 2

                                      9
                                                                                                                                   EXHIBIT A


                                                          [Letterhead of Company]
                                                                        [Insert date]
Continental Stock Transfer
 & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson
      Re: Trust Account No. Termination Letter

Gentlemen:
      Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ___, 2007 (―Trust Agreement‖), this is to advise you that the Company
has entered into an agreement (―Business Agreement‖) with ___(―Target Business‖) to consummate a business combination with Target
Business (―Business Combination‖) on or about [insert date] . The Company shall notify you at least 48 hours in advance of the actual date of
the consummation of the Business Combination (―Consummation Date‖).
       In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the
effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date.
       On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated (―Counsel’s Letter‖) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of ___, which verifies the vote of
the Company’s stockholders in connection with the Business Combination and (b) written instructions with respect to the transfer of the funds
held in the Trust Account (―Instruction Letter‖). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the Counsel’s Letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the
Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated and the Trust Account closed.
      In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be
reinvested as provided in the Trust Agreement on the business day immediately following the original Consummation Date as set forth in the
notice.

                                                               Very truly yours,

                                                               ALDABRA 2 ACQUISITION CORP.

                                                               By:
                                                                        Nathan Leight, Chairman of the Board




                                                               By:
                                                                      Jason Weiss, Secretary



cc: Lazard Capital Markets LLC

                                                                       10
                                                                                                                                  EXHIBIT B


                                                          [Letterhead of Company]
                                                                       [Insert date]
Continental Stock Transfer
 & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson
      Re: Trust Account No. Termination Letter

Gentlemen:
      Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ___, 2007 (―Trust Agreement‖), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Certificate of
Incorporation, as described in the Company’s prospectus relating to its IPO.
       In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence liquidation of the Trust Account as
promptly as practicable to stockholders of record on the Last Date (as defined in the Trust Agreement). You will notify the Company in writing
as to when all of the funds in the Trust Account will be available for immediate transfer (―Transfer Date‖) in accordance with the terms of the
Trust Agreement and the Certificate of Incorporation of the Company. You shall commence distribution of such funds in accordance with the
terms of the Trust Agreement and the Certificate of Incorporation of the Company and you shall oversee the distribution of the funds. Upon the
distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.

                                                              Very truly yours,


                                                              ALDABRA 2 ACQUISITION CORP.

                                                              By:
                                                                       Nathan Leight, Chairman of the Board




                                                              By:
                                                                      Jason Weiss, Secretary



cc: Lazard Capital Markets LLC

                                                                      11
                                                                                                                                   EXHIBIT C


                                                          [Letterhead of Company]
                                                                        [Insert date]
Continental Stock Transfer
 & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson
      Re: Trust Account No.

Gentlemen:
       Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ___, 2007 (―Trust Agreement‖), the Company hereby requests that you
deliver to the Company $___of the income earned on the Property as of the date hereof. The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account
at:

[WIRE INSTRUCTION INFORMATION]

                                                               Very truly yours,


                                                               ALDABRA 2 ACQUISITION CORP.

                                                               By:
                                                                        Nathan Leight, Chairman of the Board




                                                               By:
                                                                      Jason Weiss, Secretary



cc: Lazard Capital Markets LLC

                                                                       12
                                                                                                                                    EXHIBIT D


                                                          [Letterhead of Company]
                                                                        [Insert date]
Continental Stock Transfer
 & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven Nelson
      Re: Trust Account No.

Gentlemen:
        Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Aldabra 2 Acquisition Corp. (―Company‖) and
Continental Stock Transfer & Trust Company (―Trustee‖), dated as of ___, 2007 (―Trust Agreement‖), the Company hereby requests that you
deliver to the Company $___of the income earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such
prior disbursements pursuant to paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The Company needs such funds to
pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

                                                               Very truly yours,


                                                               ALDABRA 2 ACQUISITION CORP.

                                                               By:
                                                                        Nathan Leight, Chairman of the Board




                                                               By:
                                                                      Jason Weiss, Secretary



cc: Lazard Capital Markets LLC

                                                                       13
                                                                        EXHIBIT E

AUTHORIZED INDIVIDUAL(S)                          AUTHORIZED
FOR TELEPHONE CALL BACK                           TELEPHONE NUMBER(S)
Company:

Aldabra 2 Acquisition Corp.
c/o Terrapin Partners LLC
540 Madison Avenue
17 th Floor
New York, New York 10022
Attn: Jason Weiss, Chief Executive Officer        (212) 710-4100

Trustee:

Continental Stock Transfer
& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson, Chairman                  (212) 845-3200

                                             14
                                                                                                                                    Exhibit 10.7


                                                     STOCK ESCROW AGREEMENT
     STOCK ESCROW AGREEMENT, dated as of                 , 2007 (―Agreement‖), by and among ALDABRA 2 ACQUISITION
CORP., a Delaware corporation (―Company‖), TERRAPIN PARTNERS VENTURE PARTNERSHIP, JONATHAN W. BERGER, RICHARD
H. ROGEL, TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP and CARL A. ALBERT (collectively ―Initial Stockholders‖) and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (―Escrow Agent‖).
      WHEREAS, the Company has entered into an Underwriting Agreement, dated                      , 2007 (―Underwriting Agreement‖), with
Lazard Capital Markets LLC (―Lazard‖) acting as representative of the several underwriters (collectively, the ―Underwriters‖), pursuant to
which, among other matters, the Underwriters have agreed to purchase 30,000,000 units (―Units‖) of the Company. Each Unit consists of one
share of the Company’s common stock, par value $.0001 per share (―Common Stock‖), and one warrant, each warrant to purchase one share of
Common Stock, all as more fully described in the Company’s final Prospectus, dated                 , 2007 (―Prospectus‖) comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-141398) under the Securities Act of 1933, as amended (―Registration
Statement‖), declared effective on             , 2007 (―Effective Date‖).
      WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the
Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively ―Escrow Shares‖), in escrow as hereinafter
provided.
      WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and
disbursed as hereinafter provided.
      IT IS AGREED:
   1. Appointment of Escrow Agent . The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with
and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and
subject to such terms.
   2. Deposit of Escrow Shares . On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent
certificates representing his, her or its respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this
Agreement. Each Initial Stockholder acknowledges that the certificate representing his, her or its Escrow Shares is legended to reflect the
deposit of such Escrow Shares under this Agreement.
    3. Disbursement of the Escrow Shares . The Escrow Agent shall hold the Escrow Shares until one year after the consummation of a
Business Combination (as defined in the Registration Statement) (―Escrow Period‖), on which date it shall, upon written instructions from each
Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any applicable stock power) to such Initial Stockholder;
provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at
any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided,
however, that if the Underwriters exercise their over-allotment option to purchase an additional 4,500,000 Units of the Company (as described
in the
Prospectus), the Initial Stockholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of
Escrow Shares held by each Initial Stockholder determined by multiplying (a) the product of (i) 1,125,000, multiplied by (ii) a fraction, (x) the
numerator of which is the number of Escrow Shares held by each Initial Stockholder, and (y) the denominator of which is the total number of
Escrow Shares, by (b) a fraction, (i) the numerator of which is 4,500,000 minus the number of shares of Common Stock purchased by the
Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000; provided further, however, that
if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), (i) it (or the surviving
entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of
such entity having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the last sales price of the
Common Stock equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon
receipt of a certificate, executed by the Chairman of the Board, President or other authorized officer of the Company, in form reasonably
acceptable to the Escrow Agent, that such transaction is then being consummated or such conditions have been achieved, as applicable, release
the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of
the Escrow Shares in accordance with this Section 3.
   4. Rights of Initial Stockholders in Escrow Shares .
       4.1 Voting Rights as a Stockholder . Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein
provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.
       4.2 Dividends and Other Distributions in Respect of the Escrow Shares . During the Escrow Period, all dividends payable in cash with
respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (―Non-Cash
Dividends‖) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term ―Escrow Shares‖
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
       4.3 Restrictions on Transfer . During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow
Shares except (i) to an entity’s members upon its liquidation, (ii) by gift to a member of an Initial Stockholder’s immediate family or to a trust,
the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s immediate family, (iii) by virtue of the laws of
descent and distribution upon death of any Initial Stockholder, (iv) pursuant to a qualified domestic relations order or (v) by private sales made
at or prior to the consummation of a Business Combination at prices no greater than the price which the Initial Stockholder paid for the Escrow
Shares; provided , however , that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by
the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.
        4.4 Insider Letters . Each of the Initial Stockholders has executed a letter agreement with Lazard and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (―Insider Letter‖), respecting the rights and obligations of such
Initial Stockholder in certain events, including but not limited to the liquidation of the Company.

                                                                         2
   5. Concerning the Escrow Agent .
      5.1 Good Faith Reliance . The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of
its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.
       5.2 Indemnification . The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of
the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit
or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in
its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the
Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt
of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.
      5.3 Compensation . The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it
hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.
       5.4 Further Assurances . From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause
to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.
      5.5 Resignation . The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the
other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become

                                                                         3
effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held
hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow
Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.
      5.6 Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.
     5.7 Liability . Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its
own gross negligence or its own willful misconduct.
   6. Miscellaneous .
       6.1 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of
another jurisdiction (whether of the State of New York or any other jurisdiction that would cause the application of the laws of any jurisdiction
other than the State of New York). The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any
way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 6.6 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim..
      6.2 Third Party Beneficiaries . Each of the Initial Stockholders hereby acknowledges that the Underwriters are third party beneficiaries of
this Agreement and this Agreement may not be modified or changed without the prior written consent of Lazard.
      6.3 Entire Agreement . This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and,
except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but
one instrument
       6.4 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation thereof.
      6.5 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.
      6.6 Notices . Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or

                                                                         4
registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as follows:
     If to the Company, to:
     Aldabra 2 Acquisition Corp.
     c/o Terrapin Partners LLC
     540 Madison Avenue
     17th Floor
     New York, New York 10022
     Attn: Chief Executive Officer
     If to a Stockholder, to his address set forth in Exhibit A.
     and if to the Escrow Agent, to:
             Continental Stock Transfer & Trust Company
             17 Battery Place
             New York, New York 10004
             Attn: Chairman
     A copy of any notice sent hereunder shall be sent to:
             Graubard Miller
             The Chrysler Building
             405 Lexington Avenue
             New York, New York 10174
             Attn: David Alan Miller, Esq.
     and:
             Lazard Capital Markets LLC
             30 Rockefeller Plaza
             New York, NY 10020
             Attn:
     and:
             Cleary Gottlieb Steen & Hamilton LLP
             One Liberty Plaza
             New York, New York 10006
             Attn: Raymond B. Check, Esq.
      The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to
any such change in the manner provided herein for giving notice.
    6.7 Liquidation of the Company . The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the
Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

                                                                        5
WITNESS the execution of this Agreement as of the date first above written.

                                                           ALDABRA 2 ACQUISITION CORP.

                                                   By:
                                                           Name:
                                                           Title:

                                                           INITIAL STOCKHOLDERS:

                                                           TERRAPIN PARTNERS VENTURE
                                                           PARTNERSHIP

                                                   By:


                                                           TERRAPIN PARNTERS EMPLOYEE
                                                           PARTNERSHIP

                                                   By:


                                                           Jonathan W. Berger


                                                           Richard H. Rogel


                                                           Carl A. Albert

                                                           CONTINENTAL STOCK TRANSFER
                                                           & TRUST COMPANY


                                                     By:
                                                            Name:
                                                            Title:

                                                                6
                                         EXHIBIT A

Name and Address of                                  Number             Stock            Date of
Initial Stockholder                                  of Shares   Certificate Number   Insider Letter
Terrapin Partners Venture Partnership                8,261,250            1           March 12,
                                                                                       2007
c/o Terrapin Partners LLC
540 Madison Avenue, 17th Floor
New York, New York 10022

Jonathan W. Berger                                      37,500            2           March 12,
                                                                                       2007
c/o Navigant Consulting, Inc.
100 Colony Square, Suite 1900
1175 Peachtree Street, N.E.
Atlanta, Georgia 30361

Richard H. Rogel                                        37,500            3           March 12,
                                                                                       2007
c/o Terrapin Partners LLC
540 Madison Avenue, 17th Floor
New York, New York 10022

Terrapin Partners Employee Partnership                251,250             4           March 12,
                                                                                       2007
c/o Terrapin Partners LLC
540 Madison Avenue, 17th Floor
New York, New York 10022

Carl A. Albert                                          37,500            5           March 12,
                                                                                       2007
10940 Bellagio Road, Suite A
Los Angeles, California 90077-3203
                                                                                                                                  Exhibit 23.1

                            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Aldabra 2 Acquisition Corp.
We hereby consent to the use in the Prospectus constituting part of Amendment No. 3 to the Registration Statement on Form S-1 of our report
dated March 9, 2007, except for the third paragraph of Note 1, the first paragraph of Note 2 and Note 8, as to which the date is June 13, 2007,
on the financial statements of Aldabra 2 Acquisition Corp. as of February 28, 2007 and for the period from February 1, 2007 (date of inception)
to February 28, 2007, which appears in such Prospectus. We also consent to the reference to our Firm under the caption ―Experts‖ in such
Prospectus.

/s/ GOLDSTEIN GOLUB KESSLER LLP
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
June 13, 2007