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					                               As filed with the Securities and Exchange Commission on October 3, 2007
                                                                                                                Registration No. 333-144028


                                                         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

                                           SECURE AMERICA
                                       ACQUISITION CORPORATION
                                                  (Exact Name of Registrant as Specified in Its Charter)


                   Delaware                                             6770                                    26-0188408
           (State or Other Jurisdiction of                   (Primary Standard Industrial                       (I.R.S. Employer
          Incorporation or Organization)                     Classification Code Number)                     Identification Number)

                                                     1005 North Glebe Road, Suite 550
                                                           Arlington, VA 22201
                                                              (703) 528-7073
                                             (Address, Including Zip Code, and Telephone Number, Including
                                                 Area Code, of Registrant's Principal Executive Offices)

                                             C. Thomas McMillen, Co-Chief Executive Officer
                                               Harvey L. Weiss, Co-Chief Executive Officer
                                                   1005 North Glebe Road, Suite 550
                                                          Arlington, VA 22201
                                                             (703) 528-7073
                                              (Name, Address, Including Zip Code, and Telephone Number,
                                                      Including Area Code, of Agent for Service)


                    Kenneth R. Koch, Esq.                                               Floyd I. Wittlin, Esq.
                   Jeffrey P. Schultz, Esq.                                           Glen R. Openshaw, Esq.
       Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.                               Bingham McCutchen LLP
                      666 Third Avenue                                                    399 Park Avenue
                 New York, New York 10017                                           New York, New York 10022
                       (212) 935-3000                                                       (212) 705-7000
                   Fax No.: (212) 983-3115                                            Fax No.: (212) 752-5378
                             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. 
   The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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


Preliminary Prospectus                                                                         Subject To Completion, Dated October 3, 2007

                                                                   $80,000,000




                       SECURE AMERICA ACQUISITION CORPORATION
                                                                10,000,000 units
    Secure America Acquisition Corporation is a blank check company recently formed for the purpose of acquiring, or acquiring control of,
through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more domestic or
international operating businesses, which we refer to as our initial business combination. Our efforts in identifying a prospective target business
will be limited to the homeland security industry, but not businesses that design, build or maintain mission-critical facilities. We do not have any
specific business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target
business or had any discussions, formal or otherwise, with respect to such a transaction or taken any direct or indirect measures to locate a target
business or consummate a business combination.
    This is an initial public offering of our securities. Each unit has an offering price of $8.00 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 $6.00. Each warrant will become exercisable on the
later of our completion of a business combination or one year after the date of this prospectus, and will expire four years after the date of this
prospectus, or earlier upon redemption.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Philip A. McNeill and S. Kent
Rockwell, members of our board of directors, has agreed to purchase, in a private placement that will occur immediately prior to this offering,
1,525,000 warrants, or founder warrants, at a purchase price of $1.00 per founder warrant. In addition to the controlling interest held by Messrs.
McNeill and Rockwell, other members of our management and board of directors own interests in Secure America Acquisition Holdings, LLC.
The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder warrants are not subject to redemption so
long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the founder warrants may be exercised on
a cashless basis, and (iii) subject to certain limited exceptions, the founder warrants are not transferable until after the consummation of a business
combination.
     We have granted to the underwriters a 45-day option to purchase up to 1,500,000 additional units solely to cover over-allotments, if any (over
and above the 10,000,000 units referred to above). The over-allotment will be used only to cover the net syndicate short position resulting from
the initial distribution.
    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 HLD.U on or promptly after the date of this prospectus. Each of the common stock and the warrants will begin
trading separately on the 90th day after the date of this prospectus unless the representative of the underwriters determines that an earlier date is
acceptable. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the American Stock
Exchange under the symbols HLD and HLD.W, respectively. We cannot assure you, however, that our securities 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 23 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.


                                                                                                     Per Unit             Total Proceeds
   Public offering price                                                                         $       8.00       $             80,000,000
   Underwriting discounts and commissions (1) (2)                                                $       0.56                      5,600,000
   Total (3)                                                                                     $       7.44       $             74,400,000




(1) Includes deferred underwriting discounts and commissions equal to 3.0% of the gross proceeds, or $2,400,000 ($2,760,000 if the
    underwriters’ over-allotment option is exercised in full), which will be deposited in the trust account held at SunTrust Bank, maintained by
    Continental Stock Transfer & Trust Company, acting as trustee, and which the underwriters have agreed to defer until the consummation of
    our initial business combination. See ―Underwriting — Commissions and Discounts.‖
(2) No discount or commissions are payable with respect to any units purchased in this offering by our existing stockholders. Accordingly, if our
    existing stockholders purchase units in this offering, the entire $8.00 per unit purchase price will be placed in the trust account.
(3) The underwriters have an option to purchase up to an additional 1,500,000 units of the Company at the public offering price, less
    underwriting discounts and commissions, within 45 days of the date of this prospectus solely to cover any over-allotments. If the underwriters
    exercise this option in full, the total public offering price, underwriting discounts and commissions and proceeds, before expenses to us, will
    be $92,000,000, $3,680,000 and $88,320,000, respectively. See ―Underwriting‖ on page 95 on this prospectus.
     Of the proceeds we receive from this offering and the $1,525,000 proceeds from private placement of the founder warrants as described in
this prospectus, approximately $7.76 per unit, or $77,600,000 in the aggregate ($89,120,000 if the underwriters’ over-allotment option is
exercised in full), will be deposited into a trust account at SunTrust Bank, maintained by Continental Stock Transfer & Trust Company, acting as
trustee.
    The underwriters are offering the units for sale on a firm-commitment basis. The underwriters expect to deliver our securities to investors in
the offering on or about [ ], 2007.



SunTrust Robinson Humphrey                                                                                     Morgan Joseph
          GunnAllen Financial                                                                         Maxim Group LLC
                                                    The date of this prospectus is          , 2007




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   You should rely only on the information contained in this prospectus. We have not, and the underwriters have not,
authorized anyone to provide you with different information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of
any date other than the date on the front cover of this prospectus.

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                                                                                                                                Page
         Prospectus Summary                                                                                                         1
         Summary Financial Data                                                                                                    21
         Risk Factors                                                                                                              23
         Cautionary Note Regarding Forward-Looking Statements                                                                      42
         Use of Proceeds                                                                                                           43
         Dividend Policy                                                                                                           46
         Capitalization                                                                                                            47
         Dilution                                                                                                                  48
         Management’s Discussion and Analysis of Financial Condition and Results of Operations                                     49
         Proposed Business                                                                                                         53
         Management                                                                                                                70
         Principal Stockholders                                                                                                    79
         Certain Transactions                                                                                                      82
         Description of Securities                                                                                                 84
         United States Federal Income and Estate Tax Considerations                                                                89
         Underwriting                                                                                                              95
         Legal Matters                                                                                                    98
         Experts                                                                                                          98
         Where You Can Find Additional Information                                                                        98
         Index to Financial Statements                                                                                   F-1
    Until [ ], 2007 ([ ] days after the date of this prospectus), 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.
Industry and Market Data
    In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this market data from
independent industry publications or other publicly available information. Unless otherwise indicated all information comes from
the Civitas Group and Homeland Security Research Corporation.

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                                                    PROSPECTUS SUMMARY
    This summary highlights certain information appearing elsewhere in this prospectus. As this is a summary, it does not contain
all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully,
including the information under “Risk Factors” and our financial statements and the related notes included in this prospectus,
before investing. You should rely only on the information contained in this prospectus. We and the underwriters have not
authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. Unless otherwise stated in this prospectus:
   •    references to “we,” “us” or “our” refer to Secure America Acquisition Corporation;
   •    the term “business combination” refers to an acquisition through a merger, capital stock exchange, asset acquisition,
        stock purchase or other similar business combination of one or more domestic or international operating businesses in the
        homeland security industry, but not businesses that design, build or maintain mission-critical facilities;
   •    the term “target business” refers to one or more domestic or international operating businesses in the homeland security
        industry, but not businesses that design, build or maintain mission-critical facilities;
   •    the term “existing stockholders” refers to the persons and entities that held shares of our common stock immediately prior
        to the date of this offering;
   •    the term “public stockholders” refers to the holders of shares of our common stock sold as part of the units in this offering
        or in the aftermarket, including any of our existing stockholders, to the extent that they purchase or acquire securities in
        this offering or in the aftermarket;
   •    the term “private placement” refers to the purchase by Secure America Acquisition Holdings, LLC, in a private placement
        that will occur immediately prior to this offering, of an aggregate of 1,525,000 founder warrants; and
   •    the term “founder warrants” refers to the warrants purchased by Secure America Acquisition Holdings, LLC in the private
        placement at a purchase price of $1.00 per warrant, which entitle the holder to purchase an aggregate of 1,525,000 shares
        of our common stock at an exercise price of $6.00 per share.
    In addition, unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise
their over-allotment option.

                                                             Our Business
    We are a blank check company organized under the laws of the State of Delaware on May 14, 2007, under the name ―Fortress
America Acquisition Corporation II.‖ We changed our name to ―Secure America Acquisition Corporation‖ on August 6, 2007. We
were formed with the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition,
stock purchase or other similar business combination, one or more domestic or international operating businesses, which we refer to
as our initial business combination. Our efforts in identifying a prospective target business will be limited to the homeland security
industry, but not businesses that design, build or maintain mission-critical facilities. ―Mission-critical‖ facilities are those facilities
that shelter and support an organization's people, equipment and data to a level that far exceeds standards for normal facilities.
Mission-critical facilities generally serve or house an essential business or government function that must operate absolutely
reliably around the clock, 365 days per year, under any circumstances, such as data centers, operation centers, network facilities,
server rooms, security operations centers, communications facilities and the infrastructure systems that are critical to their function.
Services that may be provided to mission-critical facilities include technology consulting, engineering and design management,
construction management, system installations, operations management and facilities management and maintenance.
   We are not currently considering or contemplating any specific business combination and we have not, nor has anyone on our
behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to any specific merger,
capital stock exchange, asset acquisition, stock purchase or other business combination. None of our officers or directors has had
any communications or discussions with any contacts regarding a potential business combination. Moreover, we have not engaged
or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Neither we nor any of
our

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agents or affiliates has yet taken any measure, directly or indirectly, to locate a target business. To date, our efforts have been
limited to organizational activities.
    We will seek to capitalize on the significant strength of our management team. Although the homeland security industry is
relatively new, our executive officers have over 30 years of combined experience managing, investing and acquiring companies in
the security industry and have prior blank check company experience. We are Messrs. McMillen and Weiss’ second blank check
company focused on the homeland security industry. Messrs. McMillen and Weiss were also executive officers and directors of
Fortress America Acquisition Corporation, a blank check company formed in December 2004, which consummated a business
combination in January 2007, with each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, which are
together referred to as TSS/Vortech. Mr. McMillen’s professional experience includes high-level positions in government, business
and sports. Mr. Weiss has extensive professional and leadership experience in the information technology and homeland security
marketplace.
   We believe that the homeland security industry is among the fastest growing industries in the United States. According to the
Civitas Group, a strategic advisory and investment services firm serving the homeland security market, the U.S. homeland security
market was approximately $31 billion in 2006 and has a projected market size of $136 to $145 billion over the next five years. In
addition, the global homeland security market, which was approximately $55 billion in 2006, is projected to exceed $170 billion by
2015, according to Homeland Security Research Corp., a homeland security market research firm. We believe that this anticipated
growth should create attractive acquisition opportunities.
    We are focused on a business combination in the U.S. homeland security industry, which we believe includes, among others,
the following sectors:
   •    nuclear and radiological detection and prevention;
   •    transportation security: ground, aviation and port and marine;
   •    border security;
   •    energy security;
   •    physical infrastructure security;
   •    cyber-security;
   •    emergency and disaster preparedness and response;
   •    bioterrorism prevention and detection;
   •    counterterrorism and law enforcement;
   •    domestic and foreign intelligence; and
   •    other sectors impacted by homeland security issues or directives.
   We intend to strategically focus our efforts on four major phases encompassing domestic and global security threats: planning,
prevention, response, and recovery. Although we may consider a target business in any segment of the homeland security industry,
we currently intend to focus on companies with dual-use applications (i.e., companies with commercial private sector and
homeland security applications) in the following segments:
   •    Planning: Companies that help prepare for a possible attack or disaster;
   •    Prevention: Companies that help anticipate and take action to block attacks or avoid or mitigate the consequences of an
        attack or a disaster;
   •    Response: Companies that help challenge attacks underway or cope with the immediate aftermath of an attack or a disaster;
        and
   •    Recovery: Companies that help restore and reconstruct governments and private enterprises after an attack or a disaster.

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    We have not prioritized among any segments and do not currently have a preference regarding the segment in which we would
prefer to consummate a business combination. Although we may consider a target business outside of the United States as a result
of the increased globalization of business and heightened security concerns abroad, we currently intend to concentrate our search of
target businesses in the United States.
   Our offices are located at 1005 North Glebe Road, Suite 550, Arlington, VA 22201 and our telephone number is (703)
528-7073.

                                                           Our Management
     Messrs. McMillen and Weiss, each of whom is one of our Co-Chief Executive Officers and a member of our board of directors,
were also executive officers and directors of Fortress America Acquisition Corporation, a blank check company formed in
December 2004 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business in the homeland security industry. In addition, Asa Hutchinson, one of our directors, was a
special advisor to and a stockholder of Fortress America Acquisition Corporation. Fortress America Acquisition Corporation
completed its initial public offering in July 2005 (and over-allotment closing in August 2005) and raised gross proceeds of
$46,800,000 at an offering price of $6.00 per unit. In January 2007, Fortress America Acquisition Corporation consummated a
business combination with each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, which are together
referred to as TSS/Vortech. TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as
data centers, operation centers, network facilities, server rooms, security operations centers, communications facilities and the
infrastructure systems that are critical to such functions. TSS/Vortech’s services include technology consulting, engineering and
design management, construction management, system installations, operations management, and facilities management and
maintenance. In connection with such acquisition, Fortress America Acquisition Corporation changed its name to Fortress
International Group, Inc. Fortress International Group Inc.’s units, common stock and warrants are listed on the NASDAQ Capital
Market under the symbols FIGIU, FIGI and FIGIW, respectively. On October 1, 2007, the closing prices of the units, common
stock and warrants of Fortress International Group, Inc., as reported by the NASDAQ Capital Market, were $8.35, $5.99 and $1.25,
respectively. As of the date hereof, none of our officers and directors, in their fiduciary capacities with Fortress International
Group, Inc. are considering any business opportunities that we believe would be appropriate for us, nor will we consider for our
initial business combination any of the target businesses that were considered by Fortress International Group, Inc. prior to its
initial business combination.
    In addition, C. Thomas McMillen, our Chairman and Co-Chief Executive Officer, has held senior positions in other companies
that have completed an offering similar to this offering. See ―Management — Prior Involvement of Principals in Blank Check
Companies‖ below for more information with respect to each such blank check company, initial public offering and business
combination and Mr. McMillen’s roles with each such blank check company following its business combination.

                                                  Our Initial Business Combination
     We will have twenty-four months from the consummation of this offering to consummate a business combination. If we are
unable to consummate a business combination by such time, our corporate existence will cease (except for the purposes of winding
up our affairs and liquidating) by operation of corporate law and our amended and restated certificate of incorporation. 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 (excluding deferred underwriting discounts and commissions of approximately $2,400,000, or approximately $2,760,000
if the over-allotment option is exercised in full) 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 community (which may include actual and potential sales, earnings, cash flow
and/or book value). 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 majority voting control of the target business. This restriction will not preclude a reverse
merger or similar transaction in which we acquire, or acquire control of, the target

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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 (excluding deferred underwriting discounts and commissions
held in the trust account).
     The target business or businesses that we acquire may collectively have a fair market value substantially in excess of 80% of
our net assets (excluding deferred underwriting discounts and commissions held in the trust account). In order to consummate our
initial business combination, we may issue a significant amount of our debt or equity securities to the sellers of the target business,
seek to raise additional funds through a private offering of debt or equity securities and/or obtain financing from other sources.
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 prior to the business combination 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
arrangement to issue our debt or equity securities and have no current intention of doing so nor can we assure you that we will be
able to locate or enter into a business combination with a target business on favorable terms or at all.
    We would consider entering into a business combination with a target business that is affiliated with our officers, directors,
special advisors or stockholders only after exploring transactions with respect to unaffiliated business targets, if our board of
directors determines that a business combination with such affiliated entity would be in the best interests of our public stockholders
and if 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. As of the date of this prospectus, there are no affiliated entities that we believe we
would consider as a business combination target.

                                                        Private Placement
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McNeill and
Rockwell, has agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or
founder warrants, at a purchase price of $1.00 per warrant. Each founder warrant purchased in the private placement entitles the
holder to purchase one share of our common stock at a purchase price of $6.00 per share. In the absence of an active trading market
for our securities,
the $1.00 purchase price for the founder warrants was determined jointly by the underwriters and us after reviewing and discussing
comparable transactions. No other financial or quantitative analyses were used in determining the purchase price. The purchase
price of these founder warrants will be added to the amount to be held in the trust account pending the completion of our initial
business combination. The private placement will result in an aggregate of $1,525,000 in net proceeds to us.
    If we do not complete one or more business combinations that meet the criteria described in this prospectus, then the proceeds
of $1,525,000 from the sale of the founder warrants will become part of the amount payable to our public stockholders upon our
dissolution and the subsequent liquidation of the trust account and the founder warrants will expire worthless. Similarly, this
purchase price will become part of any conversion amount paid to converting stockholders.
    The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder warrants are not
subject to redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii)
the founder warrants may be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be
exercised on a cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder warrants will receive
unregistered shares of our common stock, and (iv) subject to certain limited exceptions, the founder warrants are not transferable
until they are released from escrow, as described below, which would only be after the consummation of a business combination.
The founder warrants will be differentiated from warrants sold in this offering through legends contained on the certificates
representing the founder warrants indicating the restrictions and rights specifically applicable to such founder warrants as described
in this prospectus.
    Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the aggregate exercise price for the shares of common
stock being purchased upon exercise of the warrant in cash, the holder forfeits a number of shares issuable upon exercise of the
warrant with a market value equal to such aggregate exercise price.

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Accordingly, we would not receive additional proceeds to the extent the founder warrants are exercised on a cashless basis.
Warrants included in the units sold in the offering are not exercisable on a cashless basis and the exercise price with respect to these
warrants will be paid directly to us.
    The founder warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as escrow
agent, and will not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days after the
consummation of our initial business combination. In no event will the founder warrants be released from escrow prior to the
consummation of our initial business combination. Prior to their release from escrow, the founder warrants may be transferred (i) to
persons or entities controlling, controlled by, or under common control with Secure America Acquisition Holdings, LLC, or to any
stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts of permitted assignees for estate
planning purposes or, upon the death of any such person, to an estate or beneficiaries of permitted assignees; in each case, such
transferees will be subject to the same transfer restrictions as Secure America Acquisition Holdings, LLC until after we complete
our initial business combination.
    The holders of the founder warrants and the underlying shares of common stock will be entitled to registration rights under an
agreement to be signed on or before the date of this prospectus to enable their resale commencing on the date such warrants become
exercisable. The founder warrants are non-redeemable so long as they are held by Secure America Acquisition Holdings, LLC or
one of its existing members in order to provide Secure America Acquisition Holdings, LLC and its members a potentially longer
exercise period for those warrants because they will bear a higher risk while being required to hold such warrants until the
consummation of our initial business combination.
    With those exceptions, the founder warrants have terms and provisions that are substantially identical to those of the warrants
being sold as part of the units in this offering.
    The member transferees of the founder warrants are permitted to transfer such warrants in certain limited circumstances, such
as transfers for estate planning purposes, by operation of law or upon death, and the transferees receiving such founder warrants
will be subject to the same sale restrictions imposed on Secure America Acquisition Holdings, LLC and its members. If Secure
America Acquisition Holdings, LLC or its existing members acquire warrants for their own account in the open market, any such
warrants will be redeemable. If our other outstanding warrants are redeemed and the market price of a share of our common stock
rises following such redemption, holders of the founder warrants could potentially realize a larger gain on exercise or sale of those
warrants than is available to other warrant holders, although we do not know if the price of our common stock would increase
following a warrant redemption. If our share price declines in periods subsequent to a warrant redemption and Secure America
Acquisition Holdings, LLC or one of its existing members continue to hold the founder warrants, the value of those warrants still
held by such persons may also decline.
Conflicts
    The discretion of our officers and directors, some of whom are also officers and/or directors of other companies, 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. Some of our officers and directors
have pre-existing fiduciary obligations to other businesses of which they are officers, directors or advisors. To the extent they
identify business opportunities which may be suitable for the entities to which they owe a pre-existing fiduciary obligation, our
officers and directors will honor those fiduciary obligations. Accordingly, they may not present opportunities to us that otherwise
may be attractive to us unless the entities to which they owe a pre-existing fiduciary obligation (and any successors to such entities)
have declined to accept such opportunities.
    Our officers and directors owe a pre-existing fiduciary obligation to the following entities (listed in order of priority of fiduciary
obligation owed as to each such entity):
    •   C. Thomas McMillen is affiliated with, and owes pre-existing fiduciary duties, to Fortress International Group, Inc., which
        is a holding company in the homeland security industry, as Vice Chairman,

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        Homeland Security Capital Corporation, which is a holding company in the homeland security industry, as President, Chief
        Executive Officer and Chairman and Washington Capital Advisors, LLC, which is a merchant bank specializing in middle
        market government contractors, as Founder, Chief Executive Officer, Chairman;
    •   Harvey L. Weiss is affiliated with, and owes pre-existing fiduciary duties to, Fortress International Group, Inc. as Vice
        Chairman, Vision Technologies, Inc., which is a camera and image management provider to government and enterprise
        customers, as a director and Forterra Systems, Inc., which is a software development company, as a director;
    •   Asa Hutchinson is affiliated with, and owes pre-existing fiduciary duties to, Hutchinson Group LLC, which is an
        employment consulting firm, as Chief Executive Officer, Fortress International Group, Inc. as a director and SAFLINK
        Corporation, which is a software development company, as a director;
    •   Philip McNeill is affiliated with, and owes pre-existing fiduciary duties to, SPP Mezzanine Partners II, LLC, which is a
        management company of other investment management firms, as Managing Director and Chief Investment Officer and
        Homeland Security Capital Corporation as a director; and
    •   S. Kent Rockwell is affiliated with, and owes pre-existing fiduciary duties to, Argon ST, Inc., which is a developer of
        communications, intelligence, surveillance, and reconnaissance hardware systems, as Vice Chairman and Vice President,
        Corporate Development and Rockwell Venture Capital, Inc., a venture capital firm, as Chairman and President.
    Thus, Messrs. McMillen, Weiss, McNeill and Rockwell have a pre-existing fiduciary duty to each of these companies and may
not present opportunities to us that otherwise may be attractive to us unless these entities have declined to accept such
opportunities.

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                                                          THE OFFERING
Securities offered:
                                                      10,000,000 units, at $8.00 per unit, each unit consisting of:
                                                            •
                                                    one share of common stock; and
                                               •
                                                    one warrant.
Trading commencement and separation of
common stock and warrants:
                                          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 90th day
                                          after the date of this prospectus unless the representative of the underwriters
                                          determines that an earlier date is acceptable. In no event will the representative
                                          of the underwriters 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 and the underwriters’ over-allotment option has either
                                          expired or been exercised. We will file a Current Report on Form 8-K,
                                          including an audited balance sheet, promptly after the consummation of this
                                          offering, which is anticipated to take place three business days after the date of
                                          this prospectus. The audited balance sheet will include proceeds we receive
                                          from the exercise of the over-allotment option if the over-allotment option is
                                          exercised prior to the filing of the Form 8-K. If the over-allotment option is
                                          exercised after our initial filing of a Form 8-K, we will file an additional
                                          Current Report on Form 8-K including updated financial information to reflect
                                          the exercise of the over-allotment option. For more information, see
                                          ―Description of Securities — Units.‖ Although we will not distribute copies of
                                          the Current Report on Form 8-K to individual unit holders, the Current Report
                                          on Form 8-K will be available on the SEC’s website at http://www.sec.gov
                                          after the filing. 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.
Common stock:
    Number of shares outstanding before
    this offering
                                          2,500,000 shares
    Number of shares to be outstanding
    after this offering
                                          12,500,000 shares
Warrants:
    Number outstanding before this
    offering and the private placement
                                          0 warrants
    Number to be outstanding after this
    offering and the private placement
                                          11,525,000 warrants
Exercisability:
                                          Each warrant is exercisable for one share of common stock.

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Exercise price:
                                          $6.00
                                          Warrants included in the units issued in this offering are not exercisable on a
                                          cashless basis. In no event shall a warrant holder be entitled to receive a net
                                          cash settlement upon the exercise of warrants.
Exercise period:
                                          The warrants will become exercisable on the later of:
                                                •
                                                     the completion of our initial business combination on the terms
                                                     described in this prospectus; and
                                                •
                                                     [________], 2008 [one year after the date of this prospectus].
                                           However, the warrants will only be exercisable if a registration statement
                                           relating to the common stock issuable upon exercise of the warrants is
                                           effective and current. We have agreed to use our best efforts to have an
                                           effective registration statement covering shares of common stock issuable
                                           upon exercise of the warrants from the date the warrants become exercisable
                                           and to maintain a current prospectus relating to that common stock until the
                                           warrants expire or are redeemed. All warrants will expire at 5:00 p.m., New
                                           York City time, on [________], 2011 [four years after the date of this
                                           prospectus], or earlier, upon redemption.
Redemption:
                                           Once the warrants become exercisable, we may redeem the outstanding
                                           warrants (except for the founder warrants, which are not redeemable so long as
                                           they are held by Secure America Acquisition Holdings, LLC or one of its
                                           existing members) at any time:
                                                •
                                                     in whole and not in part;
                                                •
                                                     at a price of $0.01 per warrant;
                                                •
                                                     upon a minimum of 30 days’ prior written notice of redemption; and
                                                •
                                                     only if the reported last sale price of the common stock equals or
                                                     exceeds $11.50 per share for any 20 trading days within a 30-trading
                                                     day period ending on the third business day prior to the notice of
                                                     redemption to warrant holders.
                                           We will not redeem the warrants unless we have an effective registration
                                           statement covering the shares of common stock issuable upon exercise of the
                                           warrants and a current prospectus is available throughout the 30-day notice of
                                           redemption period.
                                           We have established the last condition above to provide warrant holders with a
                                           reasonable premium to the initial warrant exercise price as well as a reasonable
                                           cushion against a negative market reaction, if any, to our redemption call. If
                                           the foregoing conditions are satisfied and we call the warrants for redemption,
                                           each warrant holder shall then be entitled to exercise his or her warrant prior to
                                           the date scheduled for redemption. However, there can be no assurance that
                                           the price of our common stock will exceed $11.50

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                                           or the warrant exercise price after the redemption call is made. We do not need
                                           the consent of the underwriters or our stockholders to redeem the outstanding
                                           warrants.
Private placement of founder warrants to
our principal initial stockholder:
                                           Secure America Acquisition Holdings, LLC, our principal initial stockholder
                                           and an entity controlled by Messrs. McNeill and Rockwell, each of whom is a
                                           member of our board of directors, has agreed to purchase, in a private
                                           placement that will occur immediately prior to this offering, 1,525,000
                                           warrants, or founder warrants, at a purchase price of $1.00 per founder
                                           warrant, each exercisable for one share of our common stock at a price of
                                           $6.00. In the absence of an active trading market for our securities, the $1.00
                                purchase price for the founder warrants was determined jointly by the
                                underwriters and us after reviewing and discussing comparable transactions.
                                No other financial or quantitative analyses were used in determining the
                                purchase price. The aggregate proceeds from the private placement will be
                                added to proceeds from this offering to be held in the trust account pending
                                our completion of a business combination. If we do not complete a business
                                combination that meets the criteria described in this prospectus, then the gross
                                proceeds from the private placement will become part of the liquidating
                                distribution to our public stockholders.
                                The founder warrants will be identical to the warrants included in the units
                                sold in this offering, except that (i) the founder warrants are not subject to
                                redemption so long as they are held by Secure America Acquisition Holdings,
                                LLC or one of its existing members, (ii) the founder warrants may be
                                exercised on a cashless basis while the warrants included in the units sold in
                                this offering cannot be exercised on a cashless basis, (iii) upon an exercise of
                                the founder warrants, the holders of the founder warrants will receive
                                unregistered shares of our common stock, and (iv) subject to certain limited
                                exceptions, the founder warrants are not transferable until they are released
                                from escrow, as described below, which would only be after the
                                consummation of our initial business combination.
                                Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the
                                aggregate exercise price for the shares of common stock being purchased upon
                                exercise of the warrant in cash, the holder forfeits a number of shares
                                underlying the warrant with a market value equal to such aggregate exercise
                                price. Accordingly, we would not receive additional proceeds to the extent the
                                founder warrants are exercised on a cashless basis. Warrants included in the
                                units sold in the offering are not exercisable on a cashless basis and the
                                exercise price with respect to these warrants will be paid directly to us.
                                Commencing on the date on which the applicable escrow period expires,
                                Secure America Acquisition Holdings, LLC and its permitted transferees will
                                be entitled to registration rights with respect to the founder warrants and the
                                shares of

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                                common stock issuable upon exercise of the founder warrants pursuant to the
                                terms of an agreement to be entered into on or before the date of this
                                prospectus in connection with the private placement.
                                Subject to the limited exceptions described below, the founder warrants are not
                                transferable or saleable until they are released from escrow. The founder
                                warrants will not be released from escrow until the later of (i) one year after
                                the date of this prospectus and (ii) sixty days after the consummation of our
                                initial business combination. In no event will the founder warrants be released
                                from escrow prior to the consummation of our initial business combination.
                                Prior to their release from escrow, the founder warrants may be transferred (i)
                                to persons or entities controlling, controlled by, or under common control with
                                Secure America Acquisition Holdings, LLC, or to any stockholder, member,
                                partner or limited partner of such entity, or (ii) to family members and trusts of
                                permitted assignees for estate planning purposes or, upon the death of any such
                                person, to an estate or beneficiaries of permitted assignees; in each case, such
                                transferees will be subject to the same transfer restrictions as Secure America
                                Acquisition Holdings, LLC until after we complete our initial business
                                combination.With those exceptions, the founder warrants have terms and
                                provisions that are identical to those of the warrants included in the units
                                offered pursuant to this prospectus.
Limited payments to insiders:
                                There will be no fees or other cash payments paid to our existing stockholders,
                                officers and directors or their affiliates prior to, or for any services they render
                                          in order to effectuate, the consummation of our initial business combination
                                          other than:
                                               •
                                                    repayment of a $150,000 non-interest bearing loan made to us by
                                                    Secure America Acquisition Holdings, LLC to cover our formation
                                                    and offering expenses;
                                               •
                                                    payment of up to $7,500 per month to Homeland Security Capital
                                                    Corporation, a publicly held corporation in which Mr. McMillen, one
                                                    of our Co-Chief Executive Officers, our Chairman and a member of
                                                    our board of directors, holds a 36.4% interest, or its assignee, for
                                                    office space and administrative services. We believe that, based on
                                                    rents and fees for similar services in the Washington, D.C.
                                                    metropolitan area, the fees charged by Homeland Security Capital
                                                    Corporation are at least as favorable as we could have obtained from
                                                    unaffiliated third parties; and
                                               •
                                                    reimbursement of out-of-pocket 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

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                                                    out-of-pocket expenses that could be incurred, and there will be no
                                                    review of the reasonableness of the expenses by anyone other than
                                                    our board of directors, which may include persons who seek
                                                    reimbursement, or a court of competent jurisdiction if such
                                                    reimbursement is challenged.
Proposed American Stock Exchange
symbols for our:
    Units
                                          HLD.U
    Common stock
                                          HLD
    Warrants
                                          HLD.W
Offering and private placement proceeds
to be held in the trust account:
                                          $77,600,000 of the proceeds of this offering and the private placement (or
                                          $89,120,000, if the over-allotment option is exercised in full), or
                                          approximately $7.76 per unit, will be placed in a trust account at SunTrust
                                          Bank maintained by Continental Stock Transfer & Trust Company, as trustee,
                                          pursuant to an agreement to be signed on the date of this prospectus. These
                                          proceeds include the $1,525,000 in net proceeds from the private placement
                                          and $2,400,000 in deferred underwriting discounts and commissions, or
                                          $2,760,000, if the underwriters’ over-allotment option is exercised in full. The
                                          underwriters have agreed that the deferred underwriting discounts and
                                          commissions will not be paid unless and until we consummate our initial
                                          business combination. Upon the consummation of our initial business
                                          combination, the deferred underwriting discounts and commissions (subject to
                                          a $0.24 per share reduction for public stockholders who vote against our initial
                                          business combination and exercise their conversion rights, as described below)
                                          shall be released to the underwriters out of the gross proceeds of this offering
                                          held in the trust account. Except as set forth below, the amounts in the trust
                                          account will not be released until the earlier of the completion of our initial
                                        business combination or our liquidation. See ―Use of Proceeds.‖ Therefore,
                                        unless and until our initial business combination is consummated, the amounts
                                        held in the trust account will not be available to pay any expenses related to
                                        this offering or any expenses which we may incur related to the investigation
                                        and selection of a target business or the negotiation of an agreement to effect a
                                        business combination.
                                        Notwithstanding the foregoing, there can be released to us from the trust
                                        account interest earned (net of taxes) on the funds in the trust account (i) up to
                                        an aggregate of $1,400,000 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 tax obligations. With these
                                        exceptions, expenses incurred by us may be paid prior to a business
                                        combination only from the $100,000 of net proceeds of this offering not held
                                        in the trust account.

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                                        None of the warrants may be exercised until the later of [__________], 2008
                                        and the consummation of our initial business combination and, thus, after the
                                        proceeds of the trust account have been disbursed. Accordingly, after the
                                        consummation of our initial business combination, the proceeds from the
                                        exercise of the warrants will be paid directly to us and not placed in the trust
                                        account.
Condition to consummating our initial
business combination:
                                        Our initial business combination must occur with one or more target
                                        businesses that have a fair market value of at least 80% of our net assets
                                        (excluding deferred underwriting discounts and commissions held in the trust
                                        account) at the time of such business combination.
Certificate of Incorporation:
                                        Our amended and restated certificate of incorporation sets forth certain
                                        requirements and restrictions relating to this offering that shall apply to us
                                        until the consummation of our initial business combination. Specifically, it
                                        provides that:
                                             •
                                                  prior to the consummation of our initial business combination, we
                                                  shall submit such business combination to our stockholders for
                                                  approval;
                                             •
                                                  we may consummate our initial business combination if: (i) it is
                                                  approved by a majority of the shares of our common stock voted by
                                                  the public stockholders, and (ii) public stockholders owning less than
                                                  30% of the shares of common stock purchased in this offering
                                                  exercise their conversion rights;
                                             •
                                                  if our initial business combination is approved and consummated,
                                                  public stockholders who voted against the business combination and
                                                  exercised their conversion rights will receive their pro rata share of
                                                  the trust account (net of taxes and up to an aggregate of $1,400,000
                                                  of interest earned released to us for our working capital requirements
                                                  as described in this prospectus); and
                                             •
                                                  we may not initially consummate any other merger, capital stock
                                                  exchange, asset acquisition, stock purchase, or similar transaction
                                                  other than a business combination that meets the conditions specified
                                                  in this prospectus, including the requirement that such combination
                                                  be with one or more operating businesses whose fair market value,
                                         either individually or collectively, is equal to at least 80% of our net
                                         assets (excluding deferred underwriting discounts and commissions
                                         held in the trust account) at the time of such business combination.
                                         Our amended and restated certificate of incorporation prohibits the
                                         amendment of the above-described provisions without the
                                         affirmative vote of 95% of the shares issued in this offering.
                                         However, because the validity of a 95% supermajority provision
                                         restricting amendment of the

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                                         amended and restated certificate of incorporation under Delaware
                                         law has not been settled, a court could conclude that it violates the
                                         stockholders’ implicit rights to amend the amended and restated
                                         certificate of incorporation. However, we view the foregoing
                                         provisions as obligations to our stockholders and we will not take
                                         any actions to waive or amend any of these provisions.
Limited corporate existence:
                               Our amended and restated certificate of incorporation provides that we will
                               continue in existence only until [__________], 2009 [24 months after the date
                               of the consummation of this offering]. 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). In connection with any
                               proposed business combination we submit to our stockholders for approval, we
                               will also submit to our 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. The approval of the proposal to amend our amended and restated
                               certificate of incorporation to provide for our perpetual existence in connection
                               with a business combination would require the affirmative vote of a majority
                               of our outstanding shares of common stock.
Stockholders must approve
business combination:
                               Pursuant to our amended and restated certificate of incorporation, we will seek
                               stockholder approval before we effect our initial business combination, even if
                               the nature of the acquisition would not ordinarily require stockholder approval
                               under applicable 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 our initial 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 common stock

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                    voted by the public stockholders. They have also agreed that if they acquire
                    shares of common stock in the offering or in the aftermarket, they will vote all
                    such shares in favor of our initial business combination. None of our existing
                    stockholders, directors or officers have any current intention to purchase units
                    in this offering, the aftermarket or otherwise. However, they are not prohibited
                    from making any such purchases. To the extent that such existing
                    stockholders, directors or officers make purchases of our securities in the
                    aftermarket, such purchases may have an impact on the market price of our
                    common stock. In such case, investors should consider the potential impact of
                    any such purchases on the market price for our common stock and should not
                    place undue reliance on such price, but should instead consider the merits of
                    the proposed business combination in deciding whether or not to vote in favor
                    of such business combination. In addition, such purchases may be made from
                    public stockholders that have indicated their intention to vote against the
                    business combination and exercise their conversion rights. Accordingly, such
                    purchases could result in a business combination being approved that may
                    have otherwise not been approved by our public stockholders, but for the
                    purchases made by our existing stockholders, directors or officers.
                    We will proceed with our initial 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 30% of the shares sold in this
                              offering both vote against the business combination and exercise
                              their conversion rights as described below.
                    Accordingly, it is our intention to structure and consummate a business
                    combination in which public stockholders holding not more than 2,999,999
                    shares of our common stock exercise their conversion rights, in which case the
                    business combination may still be consummated. Although a 20% threshold
                    has been more typical in offerings of this type, we have increased the threshold
                    to reduce the risk of a small group of shareholders exercising undue influence
                    on the approval process. However, the 30% threshold does entail certain risks,
                    including making it easier for us to obtain stockholder approval of an initial
                    business combination and possibly impeding our ability to consummate the
                    most desirable business combination or optimize our capital structure. See,
                    ―Risk Factors — Unlike most other blank check offerings, we allow public
                    stockholders owning up to but less than 30% of our common stock to exercise
                    their conversion rights. This higher threshold will make it easier for us to get a
                    business combination approved over stockholder dissent, and you may not
                    receive the full amount of

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                    your original investment upon exercise of your conversion rights” and
                    “ — Unlike most other blank check offerings, we allow up to approximately
                    29.99% of our public shareholders to exercise their conversion rights. The
                    ability of a larger number of our stockholders to exercise their conversion
                    rights may not allow us to consummate the most desirable business
                    combination or optimize our capital structure.”
                    Voting against the business combination alone will not result in conversion of
                    a stockholder’s shares for a pro rata share of the trust account. Such
                    stockholder must have also exercised its conversion rights described below.
                    Even if our public stockholders holding less than 30% of our shares of
                    common stock exercise their conversion rights, we may be unable to
                    consummate a business combination if such conversion leaves us with funds
                                            with a fair market value less than 80% of our net assets (excluding deferred
                                            underwriting discounts and commissions held in the trust account) at the time
                                            of such acquisition, which amount is required as a condition to the
                                            consummation of our initial business combination. In such event, we may be
                                            forced to find additional financing to consummate such a business
                                            combination, consummate a different business combination or dissolve and
                                            liquidate.
Conversion rights for stockholders voting
to reject a business combination:
                                            Pursuant to our amended and restated certificate of incorporation, public
                                            stockholders voting against a business combination that is approved will be
                                            entitled to convert their stock into a pro rata share of the trust account, before
                                            payment of deferred underwriting discounts and commissions and including
                                            any interest earned on their pro rata share, net of interest that may be released
                                            to us, as described above, to fund our working capital requirements and pay
                                            any of our income tax obligations, if the business combination is approved and
                                            consummated. 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 be
                                            able to convert their shares of common stock, even shares acquired in this
                                            offering or the aftermarket, into a pro rata share of the trust account under any
                                            circumstances.
                                            Stockholders will not be requested to tender their shares of common stock
                                            before a business combination is consummated. If a business combination is
                                            consummated, stockholders exercising their conversion rights will be sent
                                            instructions on how to tender their shares of common stock and when they
                                            should expect to receive the conversion amount. In order to ensure accuracy in
                                            determining whether the conversion threshold has been met, each stockholder
                                            exercising his, her or its conversion rights must continue to hold his, her or its
                                            shares of common stock until the consummation of the business combination.
                                            We will not charge

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                                            converting stockholders any fees in connection with the tender of shares for
                                            conversion. If a stockholder votes against a business combination but fails to
                                            properly exercise his, her or its conversion rights, such stockholder will not
                                            have his, her or its shares of common stock converted and will therefore not
                                            receive his, her or its pro rata distribution of the trust account.
                                            Public stockholders who convert their common stock into a pro rata share of
                                            the trust account will be paid promptly their conversion price following their
                                            exercise of conversion rights and will continue to have the right to exercise
                                            any warrants they own. The initial conversion price is approximately $7.76 per
                                            share. Since this amount is less than the $8.00 per unit price in this offering
                                            and may be lower than the market price of the common stock on the date of
                                            conversion, there may be a disincentive on the part of public stockholders to
                                            exercise their conversion rights.
Liquidation if no business combination:
                                            As described above, if we have not consummated a business combination by
                                            [_________], 2009 [twenty four months after the consummation of this
                                            offering], our corporate existence will terminate by operation of law and we
                                            will promptly distribute only to our public stockholders (including our existing
                                            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 $7.76, plus interest then held in the trust
                                            account, for the following reasons:
                         •
                              Prior to liquidation, pursuant to Section 281(b) 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 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). Since we
                              will distribute our assets in accordance with Section 281(b) rather
                              than Sections 280 and 281(a) of the Delaware General Corporation
                              Law, any such liability of our stockholders could

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                              extend to claims for which an action, suit or proceeding is begun
                              after the third anniversary of our dissolution.
                         •
                              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. Messrs. McMillen and
                              Weiss, our Co-Chief Executive Officers and members of our board
                              of directors, have agreed that they will be personally liable, on a joint
                              and several basis, to ensure that the amounts 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, in the event that such target
                              business, vendors or entities did not execute a valid and enforceable
                              waiver. However, we have not requested that Messrs. McMillen and
                              Weiss reserve for such indemnification obligations, and therefore,
                              we cannot assure you that they will be able to satisfy those
                              obligations, if they are required to do so.
                    We anticipate the distribution of the funds in the trust account to our public
                    stockholders will occur by no later than ten business days after the date our
                    corporate existence ceases. Our existing stockholders have waived their rights
                    to participate in any liquidation distribution with respect to their initial shares.
                    In addition, Secure America Acquisition Holdings, LLC and our officers,
                    directors and special advisors have agreed to waive any claim against us and
                    the trust account, other than with respect to any shares of our common stock
                    acquired by it or them in this offering or in the open market following the
                    consummation of this offering. We will pay the costs of liquidation from our
                    remaining assets outside of the trust account. If such funds are insufficient,
                    Messrs. McMillen and 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 or accept repayment for
                    such expenses.
Escrow of existing stockholders’ initial
shares and founder warrants:
                                           On the date of this prospectus, our existing stockholders, including all of our
                                           officers, directors and special advisors,

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                                           will place the shares of common stock they own before the completion of this
                                           offering into an escrow account maintained by Continental Stock Transfer &
                                           Trust Company, acting as escrow agent pursuant to an escrow agreement.
                                           These initial shares will not be transferable during the applicable escrow
                                           period (as defined below), except that such initial shares may be transferred (i)
                                           to persons or entities controlling, controlled by, or under common control with
                                           such person or entity, or to any stockholder, member, partner or limited partner
                                           of such person or entity, or (ii) to family members and trusts of permitted
                                           assignees for estate planning purposes, or upon the death of any such person,
                                           to an estate or beneficiaries of permitted assignees; in each case, such
                                           transferee will be subject to the same transfer restrictions as our existing
                                           stockholders until after we complete our initial business combination. Any
                                           shares held by these transferees would remain subject to the stock escrow
                                           agreement. The shares will not be released from escrow until one year
                                           following our initial business combination or earlier if, following a business
                                           combination, we consummate a transaction that results in all of our
                                           stockholders having the right to exchange their shares of common stock for
                                           cash, securities or other property.
                                           Additionally, on the date of this prospectus, Secure America Acquisition
                                           Holdings, LLC will place the founder warrants into a separate escrow account
                                           maintained by Continental Stock Transfer & Trust Company, acting as escrow
                                           agent. The founder warrants will not be transferable during the escrow period
                                           and will not be released from escrow until after the completion of our initial
                                           business combination, except that such founder warrants may be transferred (i)
                                           to persons or entities controlling, controlled by, or under common control with
                                           Secure America Acquisition Holdings, LLC, or to any stockholder, member,
                                           partner or limited partner of such entity, or (ii) to family members and trusts of
                                           permitted assignees for estate planning purposes or, upon the death of any such
                                           person, to an estate or beneficiaries of permitted assignees; in each case, such
                                           transferees will be subject to the same transfer restrictions as Secure America
                                           Acquisition Holdings, LLC until after we complete our initial business
                                           combination. Any founder warrants held by these transferees would remain
                                           subject to the warrant escrow agreement.
                                           While the initial shares of common stock and founder warrants held by Secure
                                           America Acquisition Holdings, LLC will be placed into escrow, we have been
                                           advised that the membership interests in Secure America Acquisition
                                           Holdings, LLC will not be placed into escrow. However, the operating
                                           agreement of Secure America Acquisition Holdings, LLC provides that no
                                           membership interests may be transferred until after the consummation of a
                                           business combination other than transfers (a) to other existing members of
                                           Secure America Acquisition Holdings, LLC or (b) to family

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                                           members and trusts of members for estate planning purposes or, upon the
                                           death of a member, to such member’s estate or beneficiaries. In addition,
                                           Secure America Holdings, LLC, the member entity that controls Secure
                                           America Acquisition Holdings, LLC, and its members have agreed with us that
                                                      the membership interests of Secure America Holdings, LLC shall be subject to
                                                      substantially similar transfer restrictions as the membership interests of Secure
                                                      America Acquisition Holdings, LLC until after the consummation of our initial
                                                      business combination. Secure America Acquisition Holdings, LLC and Secure
                                                      America Holdings, LLC have agreed with us not to alter or amend these
                                                      provisions relating to transfer restrictions until after the consummation of our
                                                      initial business combination.

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                                                                   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 (the ―Securities Act‖), 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 23 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 is presented.


                                                                                           June 11, 2007
                                                                                  Actual              As Adjusted (1)
              Balance Sheet Data:
              Working capital/(deficiency) (2)                              $       (25,000 )    $         75,322,500

              Total assets                                                  $      172,500       $         77,722,500
              Total liabilities (3)                                         $      150,000       $          2,400,000
              Value of common stock which may be converted for cash         $           —        $         22,559,992
                (4)

              Stockholders’ equity                                          $       22,500       $         52,762,508



(1) The ―as adjusted‖ information gives effect to the sale of the units in this offering and the founder warrants being sold in the
    private placement, including the application of the related gross proceeds and the payment of the estimated remaining costs
    from such transactions.
(2) The working capital deficiency excludes $47,500 of costs related to this offering that were paid prior to June 11, 2007. These
    deferred offering costs have been recorded as a long-term asset and are reclassified against stockholders’ equity in the ―as
    adjusted‖ column.
(3) The ―as adjusted‖ liabilities consist of the underwriters’ deferred discounts and commissions.
(4) If we consummate a business combination, public stockholders who voted against the business combination will be entitled to
    convert their stock for cash in the approximate amount of $7.76 per share (or $23,279,992 in the aggregate), which amount
    represents approximately $7.52 per share (or $22,559,992 in the aggregate) representing the net proceeds of the offering and
    $0.24 per share (or $720,000 in the aggregate) representing the portion of the $2,400,000 underwriters' deferred discounts and
    commissions, which the underwriters have agreed to deposit into the trust account and which the underwriters would forfeit, on
    a pro rata basis, to pay converting stockholders. These amounts do not take into account interest earned on, and retained in, the
    trust account.
    The total assets (as adjusted) amount includes the $77,600,000 held in the trust account, which will be distributed on
completion of our initial business combination (i) to any public stockholders who exercise their conversion rights, (ii) to the
underwriters in the amount of $2,400,000 (or $2,760,000, if the underwriters’ over-allotment option is exercised in full), in each
case, less $0.24 for each share of our common stock that our public stockholders elect to convert in connection with our initial
business combination, in payment of their deferred underwriting discounts and commissions and (iii) to us in the amount remaining
in the trust account following the payment to any public stockholders who exercise their conversion rights and payment of deferred
discounts and commissions to the underwriters. All such proceeds will be distributed from the trust account only upon
consummation of a business combination within the time period described in this prospectus. If a business combination is not so
consummated, we will liquidate the trust account and the amounts held in the trust account, including the deferred underwriting
discounts and commission and all interest thereon, net of (i) up to $1,400,000 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 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 30% 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 but less than 30% of the shares sold in this offering vote against the business combination and
exercise their conversion rights. If this occurred, we would be required to convert to cash up to 2,999,999 of the 10,000,000 shares
included in the units sold in this offering at an initial per share conversion price of approximately $7.76 (for a total of
approximately $23,279,992) which amount represents approximately $7.52 per share (or approximately $22,559,992 in the
aggregate) representing the net proceeds of the offering and $0.24 per share (or $720,000 in the aggregate) representing the portion
of the deferred underwriting discounts and commissions which the

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underwriters have agreed to deposit into the trust account and to forfeit to pay converting stockholders, without taking into account
interest earned on the trust account or any claims that may be brought by creditors. The actual per share conversion price will be
equal to:
   •    the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and
        commissions and including 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 this offering.

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                                                           RISK FACTORS
    An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described
below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of
the following events occur, our business, financial condition and operating results may be materially adversely affected. In that
event, the trading price of our securities could decline, and you could lose all or part of your investment. This prospectus also
contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

                                               Risks Associated With Our Business
We are a recently formed 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 begin
operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating
history, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire, or acquire
control of, an operating business in the homeland security industry. 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 (other than interest
income on the proceeds of this offering) until, at the earliest, after the consummation of a business combination. We cannot assure
you as to when, or if, a business combination will occur.
We may not be able to complete a business combination within the required time frame, in which case our corporate existence
will terminate and we will be forced to liquidate.
    We must complete a business combination with a business or businesses whose fair market value is at least 80% of our net
assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of the business
combination within 24 months after the consummation of this offering. If we fail to consummate a business combination within the
required time frame, we will be forced to liquidate our assets. We may not be able to consummate a business combination for any
number of reasons. We may not be able to find suitable target businesses within the required time frame. In addition, our
negotiating position and our ability to conduct adequate due diligence on any potential target business may be reduced as we
approach the deadline for the consummation of a business combination. Furthermore, we will be unable to consummate a business
combination if holders of 30% or more of the shares sold in this offering vote against the transaction and elect to convert their stock
into a pro rata share of the trust account even if a majority of our shareholders approve the transaction. If we fail to complete a
specific business combination after expending substantial management time and attention and substantial costs for accountants,
attorneys, and other advisors, such costs likely would not be recoverable, which could materially adversely affect subsequent
attempts to locate and acquire another target business within the required time frame. We do not have any specific business
combination under consideration and neither we nor any representative acting on our behalf has had any contacts with any target
businesses regarding a business combination nor taken any direct or indirect actions to locate or search for a target business.
If we are forced to liquidate before a business combination and distribute the trust account, our public stockholders may receive
less than $8.00 per share and our warrants will expire worthless.
    If we are unable to complete a business combination and are forced to liquidate our assets, the per share liquidation may be less
than $8.00 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 and, accordingly, the
warrants will expire worthless if we liquidate before the completion of a business combination. For a more complete discussion of
the effects on our stockholders if we are unable to complete a business combination, see the section entitled ―Proposed
Business — Effecting a Business Combination — Liquidation if No Business Combination‖ on page 62 .
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

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cases where investors have sought conversion of their shares. Only after the expiration of this full 24-month 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.
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
we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and will file a Current
Report on Form 8-K with the SEC upon consummation of this offering including an audited balance sheet demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect investors of blank check companies, such as Rule 419. Accordingly,
investors will not be afforded the benefits or protections of those rules. Because we are not subject to Rule 419, our units will be
immediately tradable and we have a longer period of time to complete a business combination in certain circumstances. For a more
detailed comparison of our offering to offerings under Rule 419, see the section entitled ―Comparison to Offerings of Blank Check
Companies‖ on page 66 .
Under Delaware law, the requirements and restrictions relating to this offering contained in our amended and restated
certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by
such requirements and restrictions.
    Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that
will apply to us until the consummation of a business combination. Specifically, our amended and restated certificate of
incorporation provides, among other things, that:
   •    upon consummation of this offering, $77,600,000 (or a greater amount up to $89,120,000, depending on the amount of the
        over-allotment option that is exercised, if any) of the proceeds from this offering and the private placement and the
        deferred underwriting discount will be placed into the trust account, which funds may not be disbursed from the trust
        account except in connection with our initial business combination or upon our liquidation;
   •    prior to the consummation of our initial business combination, we will submit such business combination to our
        stockholders for approval;
   •    we may not consummate our initial business combination unless (i) it is approved by a majority of the shares of our
        common stock voted by our public stockholders and (ii) public stockholders owning less than 30% of the shares sold in this
        offering both vote against the business combination and exercise their conversion rights;
   •    if our initial business combination is approved and consummated, public stockholders who voted against the business
        combination and who exercised their conversion rights will receive their pro rata share of the trust account (net of income
        taxes payable and up to an aggregate of $1,400,000 released to us to fund expenses relating to investigating and selecting a
        target business and our other working capital requirements); and
   •    we may not consummate our initial business combination unless it meets the conditions specified in this prospectus,
        including the requirement that the business combination be with an operating business whose fair market value is equal to
        at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the
        time of such business combination.
    Our amended and restated certificate of incorporation prohibits the amendment of the above-described provisions without the
affirmative vote of 95% of the shares issued in this offering. However, because the validity of a 95% supermajority provision
restricting amendment of the amended and restated certificate of incorporation under Delaware law has not been settled, a court
could conclude that it violates the stockholders’ implicit rights to amend the amended and restated certificate of incorporation. In
that case, some or all of the above provisions could be amended without supermajority consent and any such amendment could
reduce or eliminate the protection afforded to our stockholders. However, we view the foregoing provisions as obligations to our
stockholders and we will not take any actions to waive or amend any of these provisions.

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Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it
may be more difficult for us to complete a business combination.
    Based upon publicly available information, we have identified approximately 118 blank check companies that have gone public
since August 2003. Of these companies, only 34 have completed a business combination (one of which was in the homeland
security industry), while five have liquidated or will be liquidating, none of which are in the homeland security industry. The
remaining approximately 79 blank check companies have more than $8.7 billion in trust and are seeking to complete business
combinations, of which two companies, with approximately $118.4 million in trust combined, are seeking to complete business
combinations specifically in the homeland security or defense industry. Of these companies, only 28 have announced that they have
entered into definitive agreements or letters of intent with respect to potential business combinations but have not yet consummated
business combinations, none of which are in the homeland security industry. In addition, there are 50 blank check companies with
nearly $7.3 billion in trust combined that have filed registration statements and will be seeking to complete business combinations,
including one in the homeland security industry. Furthermore, the fact that only 34 of such companies have completed business
combinations and only 28 other of such companies have entered into definitive agreements or letters of intent for business
combinations, and five have liquidated or will be liquidating, may be an indication that there are only a limited number of attractive
targets available to such entities or that many targets are not inclined to enter into a transaction with a blank check company, and
therefore we also may not be able to consummate a business combination within the prescribed time period. If we are unable to
consummate a business combination within the prescribed time period, our purpose will be limited to dissolving, liquidating and
winding up.
If third parties bring claims against us, the amount held in the trust account could be reduced and the per share liquidation
price received by stockholders will be less than $7.76 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, prospective target businesses or other entities we engage 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 or even if they execute such agreements that they would be prevented from bringing claims
against the trust account. Nor is there any guarantee that such entities will agree to waive any claims they may have in the future as
a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account
for any reason. Accordingly, the amount held in the trust account could be subject to claims which could take priority over the
claims of our public stockholders and the per share liquidation price could be less than $7.76, plus interest, due to claims of such
creditors. If we are unable to complete a business combination and are forced to liquidate, Messrs. McMillen and Weiss, our
Co-Chief Executive Officers and members of our board of directors, have agreed that they will be personally liable, on a joint and
several basis, to ensure that the amounts 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, to the extent that such
target businesses, vendors or entities did not execute a valid and enforceable waiver. However, we have not requested that either of
Messrs. McMillen or Weiss reserve for these indemnification obligations, and we therefore cannot assure you that they will be able
to satisfy those obligations if required to do so or that the amounts in the trust account will not be reduced by such claims.
   Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not
dismissed, the amounts 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 public 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
$7.76 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 [_________], 2009
[24 months after the consummation of this offering]. 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

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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 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(b) 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 such third parties 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 amounts held in the trust account to our public stockholders
promptly after [_], 2009 [twenty four months after the consummation of this offering], 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.
Since we have not currently selected a prospective target business with which to complete a business combination, investors in
this offering are unable currently to ascertain the merits or risks of the target business’ operations.
    Since we have not yet identified a prospective target business, investors in this offering have no current basis to evaluate the
possible merits or risks of the target business’ operations. 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. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors. 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. For a more complete discussion of our selection of a target business, see the section below
entitled ―Effecting a Business Combination — We Have Not Identified a Target Business‖ on page 56 .
If the cash not held in the trust account is 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

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use a portion of these funds to engage consultants to assist us with our search for a target business. We could also use a portion of
these funds as a down payment or to fund a ―no-shop‖ provision (a provision in letters of intent designed to prevent a 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
such 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 may not have sufficient funds to continue searching for, or
conduct due diligence with respect to, a target business.
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 income tax
obligations and to complete our initial business combination.
    Of the net proceeds of this offering, only $100,000 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 amounts 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 income 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 existing stockholders to operate or may be forced to liquidate. Our existing stockholders are under no obligation to
advance funds in such circumstances.
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, which we will file immediately prior to the effectiveness of this offering,
authorizes the issuance of up to 50,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of preferred
stock, par value $.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment
option), there will be 25,975,000 authorized but unissued shares of our common stock available for issuance (after appropriate
reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred
stock available for issuance. Although we have no commitments as of the date of this offering to issue our securities, we may issue
a substantial number of additional shares of our common stock 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;
   •    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 also result in the
        resignation or removal of our present officers and directors;
   •    may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to
        our common stock; and
   •    may adversely affect prevailing market prices for our common stock.
   Similarly, if we issued debt securities, it could result in:
   •    default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our
        debt obligations;
   •    acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
        due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any
        such covenant were breached without a valid and enforceable waiver or renegotiation of that covenant;

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   •    our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand;
   •    covenants that limit our ability to acquire capital assets or make additional acquisitions; and
   •    our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to
        obtain additional financing while such security was outstanding.
   The value of your investment in us may decline if any of these events occurs.
  For a more complete discussion of the possible structure of a business combination, see the sections below entitled
―Management’s Discussion and Analysis of Financial Condition and Results of Operations‖ and ―Effecting a Business
Combination — Selection of a Target Business and Structuring of a Business Combination.‖
Our existing stockholders, including certain of our officers and directors, control a substantial interest in us and thus may
influence certain actions requiring stockholder vote.
    Upon consummation of this offering and the private placement, our existing stockholders (including all of our officers and
directors) will collectively own approximately 20% of our issued and outstanding shares of common stock. In addition, our
principal initial stockholder has also agreed to purchase an aggregate of $1,525,000 of founder warrants directly from us
immediately prior to the closing of this offering at a price per warrant of $1.00. The purchase of founder warrants, together with
any other acquisitions of our shares (or warrants which are subsequently exercised), could permit our existing stockholders to
effectively influence the outcome of all matters requiring approval by our stockholders at such time, including the election of
directors and approval of significant corporate transactions, following the consummation of our initial business combination. None
of our existing stockholders, directors, officers or special advisors have any current intention to purchase units in this offering, the
aftermarket or otherwise. However, they are not prohibited from making any such purchases. If they do so, our existing
stockholders, including our directors, officers and special advisors, will have a greater influence on the outcome of matters
requiring stockholder approval, such as a business combination. Our existing stockholders, directors and officers have not
established any specific criteria that would trigger purchases of our securities in the aftermarket or in private transactions, but they
would most likely consider a variety of factors, including whether they believed that such securities were undervalued and
represented a good investment. Any such purchases would be made in compliance with all applicable securities laws and our
insider trading policy.
    In addition, 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. It is unlikely that there will be an annual meeting of stockholders to elect new
directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at
least until the consummation of the business combination. If there is an annual meeting, as a consequence of our ―staggered‖ board
of directors, only a minority of the board of directors will be considered for election and our existing stockholders, 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.
Since our existing stockholders, including our directors and officers, will lose their entire investment in us if a business
combination is not consummated, our existing stockholders, directors or officers may purchase shares of our common stock
from stockholders who would otherwise choose to vote against a proposed business combination or exercise their conversion
rights in connection with such business combination.
    Each of our existing stockholders owns shares of our common stock (which were purchased for an aggregate of $25,000) which
will be worthless if we do not consummate a business combination. In addition, certain of our existing stockholders purchased
founder warrants exercisable for our common stock (for an aggregate of $1,525,000), which will also be worthless if we do not
consummate a business combination. Given the interest that our existing stockholders, directors and officers have in a business
combination being consummated, it is possible that our existing stockholders, directors or officers will acquire securities from
public stockholders that have indicated their intention to vote against the business combination and exercise their conversion rights
in order to change their vote and insure that the business combination will be

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approved. Accordingly, such purchases could result in a business combination being approved that may have otherwise not been
approved by our public stockholders, but for the purchases made by our existing stockholders, directors or officers.
Our ability to effect a business combination successfully and to be successful afterward will be totally dependent upon the
efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a
limited ability to evaluate. It is also likely that our current officers and directors will resign upon the consummation of a
business combination.
    Our ability to effect a business combination successfully will be totally dependent upon the efforts of our key personnel. The
future role of our key personnel following a business combination, however, cannot presently be fully ascertained. Although we
expect our Co-Chief Executive Officers to remain associated with us following a business combination in senior management or
advisory positions, such as a member of the board of directors or a consultant, it is unlikely that the rest of our current management
will be able to remain with the combined company after the consummation of a business combination. Thus, we will likely employ
other personnel following the business combination. While we intend to closely scrutinize any additional individuals we engage
after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These
individuals may be unfamiliar with the requirements of operating a public company, as well as United States securities laws, which
could cause us to have to expend time and resources helping them become familiar with such laws. This could be expensive and
time-consuming and could lead to various regulatory issues which may adversely affect our operations.
Because all of our officers and directors currently, directly or indirectly, own shares of our common stock that will not
participate in liquidating distributions, they 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, either directly or indirectly, own shares of our common stock. None of these persons will have
the right to receive distributions from the funds held in the trust account with respect to shares of our common stock acquired by
them prior to the completion of this offering upon our dissolution and liquidation in the event we fail to complete a business
combination, and they would lose their entire investment in us were this to occur. Therefore, the personal and financial interests of
our officers and directors may influence their motivation in identifying and selecting target businesses and completing a business
combination in a timely manner. This may result in a conflict of interest when determining whether the terms, conditions, and
timing of a particular business combination are appropriate and in our stockholders’ best interest.
Our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their
determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a
business combination.
    Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in
allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the
consummation of a business combination. All of our executive officers are engaged in several other business endeavors and are not
obligated to contribute any specific number of hours per week to our affairs. If our executive officers’ other business affairs require
them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could
have a negative impact on our ability to consummate a business combination. For a complete discussion of the potential conflicts of
interest of which you should be aware, see the section entitled ―Management — Conflicts of Interest,‖ beginning on page 76 . We
cannot assure you that these conflicts will be resolved in our favor.
Our officers and directors and their affiliates currently are, and may in the future become, affiliated with entities engaged in
business activities related to the homeland security industry, including activities that are 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.
    All of our officers and directors and their affiliates currently are, and may in the future become, affiliated with entities that are
engaged in business activities similar to those intended to be conducted by us. Due to these existing affiliations, they and our other
directors have fiduciary obligations to present potential business

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opportunities to those entities prior to presenting them to us, which entities are listed in the section below entitled,
―Management — Conflicts of Interest.‖ These pre-existing fiduciary obligations could cause additional conflicts of interest for
our officers and directors when determining to which entity a particular business opportunity should be presented. For a complete
discussion of our management’s business affiliations and the potential conflicts of interest of which you should be aware, see the
section below entitled, ―Management — Conflicts of Interest.‖ We cannot assure you that any of these conflicts will be resolved
in our favor.
Our directors’ and officers’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a
conflict of interest in determining whether a particular target business is appropriate for a business combination and in the
public stockholders’ best interest.
    Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that
such expenses exceed the amount of available proceeds not deposited in the trust account unless the business combination is
consummated. These amounts are based on management’s estimates of the funds needed to fund our operations for the next 24
months and consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the
available proceeds is used to make a down payment in connection with a business combination or pay exclusivity or similar fees or
if we expend a significant portion in pursuit of an acquisition that is not consummated. The financial interest of our officers and
directors could influence their motivation in selecting a target business or negotiating with a target business in connection with a
proposed business combination and thus, there may be a conflict of interest when determining whether a particular business
combination is in the public stockholders’ best interest.
If management were to negotiate to be retained by the company post-business combination as a condition to any potential
business combination, such negotiations may result in a conflict of interest.
    Our current management will only be able to remain with the combined company after the consummation of a business
combination if they are able to negotiate mutually agreeable employment or consulting agreements as part of any such
combination, which terms would be disclosed to stockholders in any proxy statement relating to such transaction. After the
consummation of a business combination, our existing stockholders, officers, directors and special advisors may remain associated
in some capacity with the acquired business if they are able to negotiate mutually agreeable employment or consulting agreements
as part of any such combination, which terms would be disclosed to stockholders in any proxy statement relating to such
transaction. In no event, however, would any of our existing stockholders, officers, directors or special advisors receive a finder’s
fee from any party to a business combination. Negotiations with respect to an employment or consulting agreement would take
place simultaneously with the negotiation of the business combination and could provide for such individuals to receive
compensation for services they would render to the combined company after the consummation of a business combination. We do
not have a policy that prohibits such persons from pursuing or negotiating such agreements in connection with a business
combination. The financial interest of our officers and directors, including any compensation arrangements, could influence their
motivation in selecting, negotiating and structuring a transaction with a target business, and thus, there may be a conflict of interest
when determining whether a particular business combination is in the stockholders’ best interest.
Secure America Acquisition Holdings, LLC currently owns shares of our common stock which will not participate in liquidation
distributions and, due to the fact that all of our current officers and certain of our directors are affiliated with Secure America
Acquisition Holdings, LLC, a conflict of interest may arise in determining whether a particular target acquisition is appropriate
for a business combination.
    Secure America Acquisition Holdings, LLC owns 2,360,000 shares of our common stock that were issued prior to this offering
and has waived its right to receive distributions with respect to all of such shares upon our liquidation if we are unable to
consummate a business combination. The shares acquired prior to this offering by our existing stockholders will be worthless if we
do not consummate a business combination. All of our current officers and certain of our directors are affiliated with Secure
America Acquisition Holdings, LLC and, therefore, the personal and financial interests of our officers and certain of our directors
may influence their motivation in timely identifying and selecting a target acquisition and completing a business combination.
Consequently, our officers’ discretion, and the discretion of certain of our directors, in identifying and selecting a suitable target
acquisition, may result in a conflict of interest when determining whether the

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terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest and, as a
result of such conflicts, management may choose a target acquisition that is not in the best interests of our stockholders. We cannot
assure you that any such conflict will be resolved in our favor.
It is probable that we will 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 and a limited number of products or services.
     The net proceeds from this offering will provide us with approximately $75,300,000 which we may use to complete a business
combination. Our initial business combination must be with a business or businesses with a collective fair market value of at least
80% of our net assets (excluding deferred underwriters’ discounts and commissions held in the trust account) at the time of such
acquisition. We may further seek to acquire a target business that has a fair market value significantly in excess of 80% of our net
assets. Although as of the date of this prospectus we have not engaged or retained, had any discussions with, or entered into any
agreements with, any third party regarding any such potential financing transactions, we could seek to fund such a business
combination by raising additional funds through the sale of our securities or through loan arrangements. However, if we were to
seek such additional funds, any such arrangement would only be consummated simultaneously with our consummation of a
business combination.
    We may not be able to acquire, or acquire control of, more than one target business because of various factors, including
possible complex domestic or international accounting issues, which would include generating pro forma financial statements
reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which could
include attempting to coordinate the timing of negotiations, proxy statement disclosure and closings with multiple target
businesses. In addition, we would also be exposed to the risks that conditions to closings with respect to the acquisition of one or
more of the target businesses would not be satisfied bringing the fair market value of the initial business combination below the
required threshold of fair market value of 80% of our net assets (excluding deferred underwriting discounts and commissions held
in the trust account). Consequently, it is probable that, unless the purchase price consists substantially of our equity, we will have
the ability to complete only the initial business combination with the proceeds of this offering. 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.
    In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,
unlike other entities which may have the resources to complete several business combinations in different industries or different
areas of a single industry.
We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and
growth of the target business, which could compel us to restructure the transaction or abandon a particular business
combination.
    Although we believe that the net proceeds of this offering will be sufficient to allow us to consummate a business combination,
we have not yet identified any prospective target business and 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 or the
depletion of the available net proceeds outside of the trust account in search of a target business, or because we become obligated to
convert into cash a significant number of shares from dissenting stockholders, we will be required to seek additional financing. We
cannot assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing
proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure the
transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, it is
possible that we could use a portion of the funds not in the trust account to make a deposit, down payment or fund a ―no-shop‖
provision with respect to a proposed business combination, although we do not have any current intention to do so. In the event that
we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or
otherwise), we may not have a sufficient amount of working capital available outside of the

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trust account to conduct due diligence and pay other expenses related to finding a suitable business combination without securing
additional financing. If we were unable to secure additional financing, we would most likely fail to consummate a business
combination in the allotted time and would be forced to liquidate. 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.
Because of our limited resources and the significant competition for business combination opportunities, we may not be able to
consummate an attractive business combination.
    We expect to encounter intense competition from other entities having a business objective similar to ours, including venture
capital funds, leveraged buyout funds, private equity firms 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. Further:
   •    our obligation to seek stockholder approval of a business combination may materially delay the consummation of a
        transaction;
   •    our obligation to convert the shares of common stock into cash in certain instances may materially reduce the resources
        available for a business combination; and
   •    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 material competitive disadvantage in successfully negotiating a business
combination, particularly against a competitor that does not need stockholder approval. Because of these factors, we may not be
able to successfully compete for an attractive business combination, or to effectuate any business combination within the required
time periods. If we do not find a suitable target business within such time periods, we will be forced to liquidate.
A significant portion of our working capital could be expended in pursuing business combinations that are not consummated.
     We expect that the investigation of each specific target business and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial management time and attention and substantial
costs for accountants, attorneys and others. In addition, we may opt to make down payments or pay exclusivity or other fees in
connection with structuring and negotiating a business combination. If a decision is made not to complete a specific business
combination, the costs incurred up to that point for the proposed transaction, potentially including down payments or exclusivity or
similar fees, would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may
fail to consummate the transaction for any number of reasons, including those beyond our control such as that 30% or more of our
public stockholders vote against the transaction and exercise their conversion rights even though a majority of our public
stockholders approve the transaction. Any such event will result in a loss to us of the related costs incurred, which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business.
Unlike most other blank check offerings, we allow public stockholders owning up to but less than 30% of our shares of common
stock to exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights
may not allow us to consummate the most desirable business combination or optimize our capital structure.
    When we seek stockholder approval of a business combination, we will offer each public stockholder (other than our existing
stockholders) the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business
combination and the business combination is approved and

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consummated. Such holder must both vote against such business combination and then exercise his, her or its conversion rights to
receive a pro rata share of the trust account. Unlike most other blank check offerings which have a 20% threshold, we allow public
stockholders owning up to but less than 30% of our shares of common stock to exercise their conversion rights. Accordingly, if our
business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many
stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment
upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger
percentage of stockholders exercise their conversion rights than we expect. In the event that the acquisition involves the issuance of
our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising
additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable
levels. This may limit our ability to effectuate the most attractive business combination available to us.
Unlike most other blank check offerings, we allow public stockholders owning up to but less than 30% of our shares of common
stock to exercise their conversion rights. This higher threshold will make it easier for us to get a business combination approved
over stockholder dissent, and you may not receive the full amount of your original investment upon exercise of your conversion
rights.
     When we seek stockholder approval of our initial business combination, we will offer each public stockholder (other than our
existing stockholders and our officers and directors) the right to have his, her or its shares of common stock converted to cash if the
stockholder votes against the business combination and the business combination is approved and consummated. We will
consummate the initial business combination only if (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 up to but less than 30% of the shares of common
stock included in the units sold in this offering vote against the business combination and exercise their conversion rights. Because
we permit a larger number of stockholders to exercise their conversion rights, it will reduce the requirement to consummate an
initial business combination with a target business which you may vote against, making it easier for us to get a business
combination approved over stockholder dissent, and you may not receive the full amount of your original investment upon exercise
of your conversion rights.
If we acquire a target business with operations outside of the United States, economic, political, social and other factors of the
country where the target business operates may adversely affect our ability to achieve our business objectives.
    If we seek to acquire a target business that operates in a foreign country, our ability to achieve our business objective may be
adversely affected by economic, political, social and religious factors of the country where the target business operates. The
economy of such country may differ favorably or unfavorably from the U.S. economy in such respects as, for example, the level of
economic development, the amount of governmental involvement, the growth rate of its gross domestic product, the allocation of
resources, the control of foreign exchange, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. These differences may adversely affect our ability to acquire one or more businesses with operations outside the
United States. Additionally, differences or changes in the country’s laws or regulations or political conditions may also impact our
ability to acquire a foreign target business.
One or more countries where the target business operates may have corporate disclosure, governance and regulatory
requirements that are different from those in the United States, which may make it more difficult or complex to consummate a
business combination.
    Companies in other countries are subject to accounting, auditing, regulatory and financial standards and requirements that
differ, in some cases significantly, from those applicable to public companies in the United States, which may make it more
difficult or complex to consummate a business combination. In particular, the assets and profits appearing on the financial
statements of a company located outside the United States may not reflect its financial position or results of operations in the way
they would be reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting
principles. There may be substantially less publicly available information about companies located outside the United States than
there is about United States companies. Moreover, companies in other countries may not be subject to the same degree of
regulation as are United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder
proxy requirements and the timely disclosure of information.

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    Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and shareholders’ rights for companies located outside the United States may differ from those that may apply in the United States,
which may make the consummation of a business combination with such companies located outside of the United States more
difficult. We therefore may have more difficulty in achieving our business objective.
Foreign currency fluctuations could adversely affect our business and financial results.
    If we acquire a target business which does business and generates sales in one or more countries outside the United States,
foreign currency fluctuations may affect the costs that we incur in such international operations. It is also possible that some or all
of our operating expenses may be incurred in non-U.S. dollar currencies. The exchange rates between non-U.S. dollar currencies in
those countries where we may have operations and the U.S. dollar could increase our costs and could harm our results of operations
and financial condition.
Exchange controls that exist in certain countries may limit our ability to utilize our cash flow effectively following a business
combination.
    If we effect a business combination with a target business that operates in one or more countries outside of the United States,
we may become subject to rules and regulations on currency conversion that are in effect in certain countries. Such rules and
regulations may impose restrictions on conversion of local currency into foreign currencies with respect to entities with foreign
equity holdings in excess of a certain level. Such restrictions on currency exchanges may limit our ability to use our cash flow for
the distribution of dividends to our shareholders or to fund operations we may have outside of the countries where the target
business operates.
Because any target business with which we attempt to complete a business combination may be required to provide our
stockholders with financial statements prepared in accordance with, or which can be reconciled to, United States generally
accepted accounting principles, prospective target businesses may be limited.
    In accordance with requirements of United States federal securities laws, in order to seek stockholder approval of a business
combination, a proposed target business may be required to have certain financial statements which are prepared in accordance
with, or which can be reconciled to, U.S. generally accepted accounting principles and audited in accordance with U.S. generally
accepted auditing standards. To the extent that a proposed target business does not have financial statements which have been
prepared in accordance with, or which can be reconciled to, U.S. generally accepted accounting principles and audited in
accordance with U.S. generally accepted auditing standards, we may not be able to complete a business combination with that
proposed target business. These financial statement requirements may limit the pool of potential target businesses with which we
may complete a business combination.
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 U.S. courts predicated upon civil liabilities and
criminal penalties against our directors and officers under federal securities laws.

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                                     Risks Associated with the Homeland Security Industry
   We may acquire, or acquire control of, a company that contracts directly with the government on homeland security projects, or
we may acquire, or acquire control of, a company that acts as a subcontractor, supplier or partner with another party or parties that
contract with the government. In either case, the risk factors below may directly or indirectly impact us.
The loss or impairment of our relationship with governments and their agencies could adversely affect our business.
    Our target company may derive a substantial portion of revenue from work performed under government contracts, either
directly or as a subcontractor, partner or supplier to a party working under such a contract. If our target company or other company
with which we had any such relationship were suspended or prohibited from contracting with the federal or state governments, or
with a significant agency of the government, or if any of these agencies ceased doing business with them or significantly decreased
the amount of business it does with them, our target company’s business, prospects, financial condition and operating results could
be significantly impaired.
Changes in spending priorities may cause a reduction in the demand or profitability of the products or services we may
ultimately produce or offer.
    Government expenditures and expenditures by companies in the private sector on homeland security tend to fluctuate based on
a variety of political, economic and threat factors. While spending authorization for homeland security by the government and
private sector has increased in recent years, future levels of expenditures and authorizations for these programs may decrease,
remain constant or shift to programs in areas where our target business does not currently provide products or services. A
significant decline in government or private sector expenditures, or a shift of expenditures away from programs our target company
supports, could adversely affect our target company’s business, prospects, financial condition or operating results.
Federal government contracts often contain provisions that are unfavorable, which could adversely affect our target company’s
business.
   Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and
remedies not typically found in commercial contracts, including those allowing the government to:
   •    terminate existing contracts for convenience, as well as for default;
   •    reduce or modify contracts or subcontracts;
   •    cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become
        unavailable;
   •    decline to exercise an option to renew a multi-year contract;
   •    claim rights in products and systems produced by the company;
   •    suspend or debar the company from doing business with the federal government or with a governmental agency; and
   •    control or prohibit the export of products.
    If the government terminates a contract for convenience, our target company may recover only its incurred or committed costs,
settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, our
target company may not recover even those amounts, and instead may be liable for excess costs incurred by the government in
procuring undelivered items and services from another source. As is common with government contractors, some of our target
company’s contracts may experience performance issues in the future. Our target company may in the future receive ―show cause‖
or cure notices under contracts that, if not addressed to the government’s satisfaction, could give the government the right to
terminate those contracts for default or to cease procuring services under those contracts in the future. Even if we are not directly
the party to a government contract, as in the case of a subcontract relationship, the impact of the above on the prime contractor
would likely impact us directly.

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We will likely have to comply with complex procurement laws and regulations which may impose added costs on our target
company’s business.
    Our target company will likely have to comply with and will be affected by laws and regulations relating to the formation,
administration and performance of federal government contracts, which affect how they do business with their customers and may
impose added costs on their business. For example, our target company or parties with which it does business will likely be subject
to the Federal Acquisition Regulations and all supplements (including those issued by the Department of Homeland Security),
which comprehensively regulate the formation, administration and performance of federal government contracts, and to the
Truth-in-Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with contract
negotiations. If a government review or investigation uncovers improper or illegal activities, our target company may be subject to
civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of
payments, fines and suspension or debarment from doing business with federal government agencies, which could materially
adversely affect our target company’s business, prospects, financial condition or operating results. In addition, our target company
or parties with which it does business will likely be subject to industrial security regulations of the Department of Defense and
other federal agencies that are designed to safeguard against foreigners access to classified information. We may also be liable for
systems and services failure and security breaks with respect to the solutions, services, products, or other applications we sell to the
government. If we were to come under foreign ownership, control or influence, our federal government customers could terminate
or decide not to renew their contracts, and this could impair our ability to obtain new contracts. The government may reform its
procurement practices or adopt new contracting rules and regulations, including cost-accounting standards, that could be costly to
satisfy or that could impair our target company’s ability to obtain new contracts.
Government contracts are usually awarded through a competitive bidding process which entails risks not present in other
circumstances.
    A meaningful amount of the business that our target company may expect to seek directly or through parties with which it does
business in the foreseeable future will likely be awarded through competitive bidding. Competitive bidding presents a number of
risks, including the:
   •    need to bid on programs in advance of the completion of their design, which may result in unforeseen technological
        difficulties and cost overruns;
   •    substantial cost and managerial time and effort that our target company may spend to prepare bids and proposals for
        contracts that may not be awarded to our target company;
   •    need to accurately estimate the resources and cost structure that will be required to service any contract our target company
        is awarded; and
   •    expense and delay that may arise if our target company’s or its partners’ competitors protest or challenge contract awards
        made to our target company or partners pursuant to competitive bidding, and the risk that any such protest or challenge
        could result in the resubmission of bids on modified specifications, or in termination, reduction or modification of the
        awarded contract.
    Our target company may not be provided the opportunity in the near term to bid on contracts that are held by other companies
and are scheduled to expire if the government determines to extend the existing contracts. If our target company is unable to win
particular contracts that are awarded through the competitive bidding process, they may not be able to operate in the market for
services that are provided under those contracts for a number of years. If our target company is unable to consistently win new
contract awards over any extended period, their business and prospects could be adversely affected.
Federal government customers spend their procurement budgets through multiple award contracts, and our failure to compete
for post-award orders under these contracts could adversely affect our target company’s business.
    Budgetary pressures and reforms in the procurement process may force our target company’s potential federal government
customers to increasingly purchase goods and services through indefinite delivery, indefinite quantity, or IDIQ, contracts, General
Services Administration, or GSA, schedule contracts and other similar multiple-award and/or government-wide acquisition contract
vehicles. These contract vehicles do not

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guarantee work and may result in increased competition and pricing pressure causing our target company to make sustained
post-award efforts to realize revenues under the relevant contract. Our target company may not be able to sell its services
successfully or otherwise increase its revenues under these contract vehicles. Our target company’s failure to compete effectively in
this procurement environment could have a material adverse effect on our target company’s business, prospects, financial condition
and results of operations.
Our contracts with the federal government and its agencies will be subject to audits and cost adjustments.
    The federal government audits and reviews performance on contracts, pricing practices, cost structure and compliance with
applicable laws, regulations and standards. Like most government contractors, our target company’s contract costs will be audited
and reviewed on a continual basis. In addition, non-audit reviews by the government may be conducted on all of its government
contracts. An audit of work performed by our target company could result in a substantial adjustment to our revenues because any
costs found to be improperly allocated to a specific contract will not be reimbursed, and revenues our target company may have
already recognized may need to be refunded. If a government audit uncovers improper or illegal activities, our target company may
be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits,
suspension of payments, fines and suspension or debarment from doing business with federal government agencies. In addition, our
target company could suffer serious harm to its reputation if allegations of impropriety were made.
Our target company may face inherent product liability or other liability risks which could result in a large claim against us.
     Our target company may face the inherent risk of exposure to product liability and other liability claims resulting from the use
of its products, especially to the extent such products will be depended upon in emergency, rescue and public safety situations that
may involve physical harm or even death to individuals, as well as potential loss or damage to property. Despite quality control
systems and inspection, there remains an ever-present risk of an accident resulting from a faulty manufacture or maintenance of
products, or an act of an agent outside the control of the companies or their suppliers. A product liability claim, or other legal
claims based on theories including personal injury or wrongful death, made against our target company could adversely affect its
operations and financial condition. Although there may be insurance to cover the product liability claims, there is no assurance that
the amount of coverage will be sufficient. Furthermore, we cannot assure you that our target company, if engaged in the sale of
so-called ―anti-terrorism technologies,‖ could avail itself of the liability protections intended to be afforded by the Support
Anti-Terrorism by Fostering Effective Technologies Act of 2002, or the SAFETY Act.

                                               Risks Associated With This Offering
We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.
     We may redeem our outstanding warrants (except for the founder warrants, which are non-redeemable so long as they are held
by Secure America Acquisition Holdings, LLC or one of its existing members) at any time after the warrants become exercisable in
whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if and only
if, the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30-trading day
period ending three business days before we send the notice of redemption. Redemption of the warrants could force the warrant
holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holders to
do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (iii) to accept
the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the
market value of the warrants.
The 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 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

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portion of the trust account. Accordingly, because we will not know how many stockholders may exercise such conversion rights,
if our business combination requires us to use substantially all of our cash to pay the purchase price, we may either need to reserve
part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund
our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. Therefore, we
may not be able to consummate a business combination that requires us to use all of the funds held in the trust account as part of
the purchase price, or we may end up having 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.
Our determination of the offering price of our units and of the aggregate amount of proceeds we are raising in this offering was
more arbitrary than typically would be the case if we were an operating company rather than an acquisition vehicle.
    Prior to this offering, we had no operating history and there was no public market for any of our securities. The public offering
price of the units, the terms of the warrants, aggregate proceeds we are raising, and the amount to be placed in a trust account were
the products of a negotiation between the underwriters and us. The factors that were considered in making these determinations
included:
   •    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;
   •    our capital structure;
   •    an assessment of our management team and their experience in identifying acquisition targets and structuring acquisitions;
        and
   •    general conditions of the securities markets at the time of the offering.
    Although these factors were considered, the determination of our per unit offering price and aggregate proceeds was more
arbitrary than typically would be the case if we were an operating company, as is management’s estimate of the amount needed to
fund our operations for the next 24 months, as we have no operating history or financial results. In addition, because we have not
identified any potential target businesses, management’s assessment of the financial requirements necessary to complete a business
combination may prove to be inaccurate, in which case we may not have sufficient funds to complete a business combination and
we will be forced to either find additional financing, or dissolve and liquidate.
Our existing stockholders paid an aggregate of $25,000, or $0.01 share, for their founder 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 of our common stock and the pro forma net tangible book value per
share of our common stock after this offering constitutes the dilution to you and the other investors in such offering. The fact that
our existing stockholders acquired their initial shares of common stock at a nominal price has significantly contributed to this
dilution. Assuming the offering is completed, you and the other investors in this offering will incur an immediate and substantial
dilution of approximately 30.6%, or $2.45 per share (the difference between the pro forma net tangible book value per share of
$5.55, and the initial offering price of $8.00 per unit).
Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect
a business combination.
    In connection with this offering, as part of the units, we will be issuing warrants to purchase 10,000,000 shares of common
stock. We will also issue founder warrants to purchase up to 1,525,000 shares of our common stock. To the extent we issue shares
of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon
exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business as such 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. In addition, other target businesses may not like the ―cashless exercise‖ feature of our
founder warrants, which may lead to additional dilution without receipt of any additional cash. Accordingly, our warrants may
make it more difficult to effectuate a business combination or
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increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares issuable upon exercise of
the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If
and to the extent these warrants are exercised, you may experience dilution to your holdings.
If our existing stockholders exercise their registration rights, it may have an adverse effect on the market price of our common
stock, and the existence of these rights may make it more difficult to effect a business combination.
    Our existing stockholders are entitled to demand that we register the resale of their shares of common stock at any time after the
date on which their shares are released from escrow, which, except in limited circumstances, will not be before one year after the
consummation of our initial business combination. If our existing stockholders exercise their registration rights with respect to all
of their shares of common stock, then there will be an additional 2,500,000 shares of common stock eligible for trading in the
public market. The presence of this additional number of shares of common stock eligible for trading in the public market may have
an adverse effect on the market price of our common stock. In addition, the existence of these rights may make it more difficult to
effectuate a business combination or increase the cost of the target business, as the stockholders of the target business may be
discouraged from entering into a business combination with us or request a higher price for their securities as a result of these
registration rights and the potential future effect their exercise may have on the trading market for our common stock.
The holder of the founder warrants purchased in the private placement may exercise such warrants even if holders of the
warrants purchased in this offering may not be able to exercise their warrants.
    Because the founder warrants we will sell to Secure America Acquisition Holdings, LLC in the private placement will be issued
pursuant to an exemption from the registration requirements under the federal securities laws, the holder of such warrants will be
able to exercise its warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of
such warrants is not current. The holders of the warrants purchased in this offering will not be able to exercise them unless we have
an effective registration statement and a current prospectus covering the shares issuable upon their exercise. As a result, the
exercise of the founder warrants issued in the private placement would have a dilutive effect on the warrants purchased in this
offering and could cause the price of our common stock to drop below the exercise price of the warrants and cause the trading price
of the warrants to decline or render the warrants worthless.
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 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 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
founder warrants may be exercisable for unregistered shares of common stock even if no registration statement relating to the
common stock issuable upon exercise of the warrants is effective and current.
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

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securities laws of the state of residence of the holder of the warrants. Because the exemptions from qualification in certain states for
resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be
held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will
be precluded from exercise of the warrant. At the time that the warrants become exercisable (following our completion of a
business combination), we expect to either continue to be listed on a national securities exchange, which would provide an
exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from
registration in such states). 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.
There is currently no market for our securities and a market for our securities may not develop, which could adversely affect the
liquidity and price of our securities.
    There is no market for our securities. Therefore, stockholders should be aware that they cannot benefit from information about
prior market history as to their decisions to invest, which means they are at further risk if they invest. In addition, the price of the
securities, after the offering, can vary due to general economic conditions and forecasts, our general business condition and the
release of our financial reports.
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 be listed and, if listed, 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 may require us to file a new initial listing application and meet its initial
listing requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to
meet those initial listing requirements at that time.
   If the American Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse
consequences, including:
   •    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 and 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;
   •    reduced liquidity with respect to our securities; and
   •    a decreased ability to issue additional securities or obtain additional financing in the future.
If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our
activities may be restricted, which may make it difficult for us to complete a business combination.
    In order not to be regulated as an investment company under the Investment Company Act of 1940, or the Investment Company
Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,
reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading
―investment securities.‖ Our business will be to identify and consummate a business combination and thereafter to operate the
acquired business or businesses. We will invest the funds in the trust account only in treasury bills issued by the United States
having a maturity of 180 days or less or money market funds meeting the criteria under Rule 2a-7 under the Investment Company
Act until we use them to complete a business combination. By limiting the investment of the funds to these instruments, we believe
that we will not be considered an investment company under the Investment

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Company Act. This offering is not intended for persons who are seeking a return on investments in these types of instruments. The
trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the
earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a
business combination, our dissolution, liquidation and distribution of our assets, including the amounts held in the trust account, as
part of our plan of dissolution and liquidation. If we fail to invest the proceeds as described above or if we cease to be primarily
engaged in our business as set forth above (for instance, if our stockholders do not approve a plan of dissolution and liquidation and
the funds remain in the trust account for an indeterminable amount of time), we may be considered to be an investment company
and thus be required to comply with the Investment Company Act.
   If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
   •    restrictions on the nature of our investments; and
   •    restrictions on the issuance of securities;
each of which may make it difficult for us to consummate a business combination. We would also become subject to burdensome
regulatory requirements, including reporting, record keeping, voting, proxy and disclosure requirements and the costs of meeting
these requirements would reduce the funds we have available outside the trust account to consummate a business combination.
We may not obtain an opinion from an independent investment banking firm as to the fair market value of the target business
or that the price we are paying for the business is fair to our stockholders and in the event we do obtain such an opinion, our
stockholders may not be entitled to rely on such opinion.
    We are not required to obtain an opinion from an independent investment banking firm that either the target business we select
has a fair market value of at least 80% of our net assets held in trust (excluding the deferred underwriting discounts and
commissions held in the trust account) at the time of such business combination or that the price we are paying is fair to
stockholders unless (i) our board is not able to independently determine that a target business has a sufficient market value or (ii)
the target business is affiliated with one or more of our existing stockholders, directors or officers. Investment banking firms
providing fairness opinions typically place limitations on the purposes for which the opinion may be used, and there can be no
assurances that, as a result of such limitations or applicable law, stockholders, in addition to the board of directors, will be entitled
to rely on the opinion. We expect to require that any firm selected by us to provide a fairness opinion will adhere to general
industry practice in stating the purposes for which its opinion may be used. If no opinion is obtained, our stockholders will be
relying on the judgment of our board of directors.

In seeking a fairness opinion, we may not use an investment banking firm that is a member of the Financial Industry
Regulatory Authority; accordingly, you may not be able to find readily the background of such firm and a fairness opinion
issued by such a firm may not be accorded as much weight as it would if prepared by a firm regulated by FINRA.
    We may seek a fairness opinion from an investment banking firm that is not regulated by the Financial Industry Regulatory
Authority. An investor may not be able readily to find information regarding such firm, which firm would also lack the oversight
that FINRA provides its member firms. Moreover, such a non-FINRA firm may not have the same reputation as those investment
banking firms that are regulated by FINRA. Accordingly, you may not be familiar with or be able to obtain background information
on such firm, and any fairness opinion prepared by such a firm may not be accorded the weight that an opinion prepared by a
FINRA-regulated entity might have.

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                        CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking
statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words ―anticipates,‖
―believe,‖ ―continue,‖ ―could,‖ ―estimate,‖ ―expect,‖ ―intends,‖ ―may,‖ ―might,‖ ―plan,‖ ―possible,‖ ―potential,‖ ―predicts,‖
―project,‖ ―should,‖ ―would‖ and similar expressions may identify forward-looking statements, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example,
statements about our:
   •    ability to complete a business combination with one or more target businesses;
   •    success in retaining or recruiting, or changes required in, our officers, key employees or directors following a business
        combination;
   •    executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with
        our business or in approving a business combination;
   •    potential inability to obtain additional financing to complete a business combination;
   •    limited pool of prospective target businesses;
   •    securities’ ownership being concentrated;
   •    potential change in control if we acquire one or more target businesses for stock;
   •    risks associated with operating in the homeland security industry;
   •    public securities’ limited liquidity and trading, as well as the current lack of a trading market in our securities; and
   •    use of proceeds not held in the trust account and our financial performance following this offering.
   The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that
we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
under the heading ―Risk Factors.‖ Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable
basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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                                                       USE OF PROCEEDS
   We estimate that the net proceeds of this offering and the private placement will be as set forth in the following table:


                                                                                      Without          Over-Allotment Option
                                                                                   Over-Allotment            Exercised
                                                                                      Option
        Gross proceeds
          Offering gross proceeds                                              $      80,000,000       $      92,000,000
          Private placement gross proceeds                                             1,525,000               1,525,000
             Total gross proceeds                                                     81,525,000              93,525,000
        Offering and private placement expenses (1)
          Underwriting discount (7.0% of offering gross proceeds, 4.0%                  5,600,000               6,440,000
             of which is payable at closing and 3.0% of which is payable
             upon consummation of a business combination) (2)
          Legal fees and expenses                                                        300,000                 300,000
          Miscellaneous expenses                                                         118,457                 118,457
          Printing and engraving expenses                                                 65,000                  65,000
          Accounting fees and expenses                                                    50,000                  50,000
          American Stock Exchange filing and listing fee                                  70,000                  70,000
          SEC registration fee                                                             4,943                   4,943
          FINRA registration fee                                                          16,600                  16,600
             Total offering and private placement expenses                             6,225,000               7,065,000
        Net proceeds after offering and private placement expenses                    75,300,000              86,460,000
        Net proceeds held in trust
        Deferred underwriting discounts and commissions held in trust                  2,400,000               2,760,000
             Total held in trust                                                      77,600,000              89,120,000
             Percentage of gross proceeds of this offering held in trust                    97.0 %                  96.9 %


        Net proceeds not held in trust                                                   100,000                  100,000
        Use of net proceeds not held in trust and amounts available from
          interest income earned on the trust account (3)
          Legal, accounting and other third party expenses attendant to                                $          400,000
             the due diligence investigations, structuring and negotiation
             of a business combination and the preparation and filing of
             the related proxy statement
          Payment to Homeland Security Capital Corporation for office                                             180,000
             space and administrative and support services ($7,500 per
             month for up to two years)
          Due diligence of prospective target businesses by our officers,                                         100,000
             directors and existing stockholders
          Legal and accounting fees relating to SEC reporting obligations                                         150,000
          Working capital to cover miscellaneous expenses (4)                                                     670,000
        Total                                                                                                   1,500,000



(1) Approximately $124,352 of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable
    portion of the American Stock Exchange filing fee and a portion of the legal and accounting fees, have been or will be paid
    from the funds we received from our existing stockholders 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 founder warrants. $2,400,000, or $2,760,000 if
    the over-allotment option is exercised in full (in each case, less $0.24 for

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    each share of our common stock that our public stockholders elect to convert in connection with the consummation of our
    initial business combination), of the underwriting discounts and commissions will be deposited in the trust account following
    the consummation of the offering and is payable to the underwriters only if and when we consummate a business combination.
    In the event that a business combination is not consummated within the required time period, that amount will be included in
    the liquidating distribution to our public stockholders on a pro rata basis.
(3) The amount of net proceeds from this offering not held in the trust account will remain constant at $100,000 even if the
    over-allotment is exercised. In addition, $1,400,000 of interest income earned (net of taxes) 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) The miscellaneous fees and expenses may include, without limitation, finders’ fees, consulting fees or other similar
    compensation, potential deposits, down payments or funding of a ―no-shop‖ provision with respect to a particular business
    combination), D&O insurance, trustee’s fees in the amount of a $1,000 initial acceptance fee and $3,000 in annual fees, and
    dissolution obligations and reserves, if any.
   We intend to use the proceeds from the sale of the units to acquire, or acquire control of, one or more domestic or international
operating businesses in the homeland security industry, but not businesses that design, build or maintain mission-critical facilities.
     Of the proceeds from this offering and the private placement, $77,600,000, or $89,120,000, if the underwriters’ over-allotment
option is exercised in full, of which $2,400,000 (or $2,760,000, if the underwriters’ over-allotment option is exercised in full) is
attributable to the deferred underwriters’ discounts and commissions, will be placed in a trust account at SunTrust Bank,
maintained by Continental Stock Transfer & Trust Company, acting as trustee. The funds held in the trust account 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, in order to comply with certain exemptions under the Investment Company Act. Except with
respect to interest income (net of taxes) that may be released to us of (i) up to $1,400,000 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 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 amounts 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.
    We have agreed to pay Homeland Security Capital Corporation a monthly fee of $7,500 for general and administrative services,
including office space, utilities and secretarial support. This arrangement was agreed to by Homeland Security Capital Corporation,
an affiliate of Mr. McMillen, for our benefit and is not intended to provide Mr. McMillen compensation in lieu of a salary. We
believe that, based on rents and fees for similar services in the Washington, D.C. metropolitan area, the fee charged by Homeland
Security Capital Corporation is at least as favorable as we could have obtained from an unaffiliated third party. Upon completion of
a business combination or our liquidation, we will no longer be required to pay these monthly fees. Other than the $7,500 per
month administrative fee, no compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of
our officers, directors, existing 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 form of such transaction). However, these persons will receive
reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as 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.
    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 $100,000. In addition, interest earned (net of taxes) on the
funds held in the trust account, up to $1,400,000 may be released to us to fund our working capital requirements. These funds will
be used by us for director and officer liability insurance premiums, due diligence, legal, accounting and other expenses of
structuring and

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negotiating business combinations, as well as for reimbursement of any out-of-pocket expenses incurred. We will also be entitled to
have interest earned (net of taxes) on the funds held in the trust account released to us to pay any income tax obligations that we
may owe. 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 the trust account to pay 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,
or acquire control of, 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 amounts 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, Messrs. McMillen and 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 or accept repayment of such expenses.
    As of the date of this prospectus, Secure America Acquisition Holdings, LLC has advanced to us $150,000, which was used to
pay a portion of the expenses of this offering referenced in the line items above for the SEC registration fee, the FINRA registration
fee, American Stock Exchange application fee and legal and accounting fees and expenses. The loan will be payable without
interest on the earlier of June 4, 2008 or the consummation of this offering. The loan will be repaid out of the proceeds of this
offering not being placed in the trust account.
   The net proceeds of this offering which are not held in the trust account and not immediately required for the purposes set forth
above will be invested only in United States ―government securities,‖ defined as any Treasury Bills issued by the United States
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 so that we are not deemed to be an investment company under the Investment Company Act.
    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, net of taxes payable, which taxes, if any, shall be paid from the trust account) only in the event of our
dissolution and liquidation upon our failure to complete a business combination within the allotted time or if that public stockholder
were to seek to convert such shares to cash

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by exercising conversion rights in connection with a business combination which the public stockholder voted against and which
we actually consummate. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust
account.
    Upon the consummation of our initial business combination, the underwriters will be entitled to receive the portion of the
amounts held in the trust account attributable to the deferred underwriters’ discounts and commissions held in the trust account
(subject to a $0.24 per share reduction for public stockholders who vote against our initial business combination and exercise their
conversion rights).

                                                        DIVIDEND POLICY
   We have not paid any dividends on our common stock to date and will not pay cash dividends prior to the completion of a
business combination. After we complete a business combination, if ever, the payment of dividends will depend on our revenues
and earnings, if any, capital requirements and general financial condition. The payment of dividends after a business combination
will be within the discretion of our then existing board of directors. Our board currently intends to retain any earnings for use in our
business operations and, accordingly, we do not anticipate the board declaring any dividends in the foreseeable future.

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                                                          CAPITALIZATION
    The following table sets forth our capitalization at June 11, 2007, and as adjusted to give effect to the sale of our units in this
offering and the founder warrants in the private placement and the application of the estimated net proceeds derived from the sale
of our units in this offering and the founder warrants in the private placement:




                                                                                                      June 11, 2007
                                                                                             Actual              As Adjusted
         Note payable to existing stockholder                                           $    150,000        $                 —
         Deferred underwriters’ discounts and commissions                               $         —         $          2,400,000
         Total debt                                                                     $    150,000        $          2,400,000

         Common stock, $0.0001 par value, 0 and 2,999,999 shares which are                            —     $         22,559,992
           subject to possible conversion, shares at conversion value (1)
         Stockholders’ equity:
           Preferred stock, $0.0001 par value, 1,000,000 shares authorized;                           —                        —
             none issued or outstanding
           Common stock, $0.0001 par value, 20,000,000 shares authorized                $         250       $                950
             actual, 50,000,000 shares as adjusted; 2,500,000 shares issued and
             outstanding; 9,500,001 shares issued and outstanding (excluding
             2,999,999 shares subject to possible conversion),
             as adjusted
           Additional paid-in capital                                                   $     24,750        $         52,764,058
           Deficit accumulated during the development stage                             $     (2,500 )      $             (2,500 )

              Total stockholders’ equity                                                $     22,500        $         52,762,508

              Total capitalization                                                      $    172,500        $         77,722,500
(1) If we consummate a business combination, public stockholders who voted against the business combination will be entitled to
    convert their stock for cash in the approximate amount of $7.76 per share (or $23,279,992 in the aggregate), which amount
    represents approximately $7.52 per share (or $22,559,992 in the aggregate) representing the net proceeds of the offering and
    $0.24 per share (or up to $720,000 in the aggregate) representing the portion of the $2,400,000 underwriters' deferred discount
    and commissions which the underwriters have agreed to deposit into the trust account and which the underwriters would
    forfeit, on a pro rata basis to pay converting stockholders. The amounts do not take into account interest earned on and retained
    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 founder 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 founder warrants; actual dilution may be higher as a
result of the exercise of our warrants, particularly if a cashless exercise is utilized with respect to the founder 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 June 11, 2007, our net tangible book value was $(25,000), or approximately $(0.01) per share of common stock. After giving
effect to the sale of 10,000,000 shares of common stock included in the units we are offering by this prospectus, the deduction of
underwriting discounts and estimated expenses of this offering, and $1,525,000 received from the sale of the founder warrants in
the private placement, our pro forma net tangible book value at June 11, 2007 would have been $52,762,508, or $5.55 per share,
representing an immediate increase in net tangible book value of $5.56 per share to the existing stockholders and an immediate
dilution of $2.45 per share, or 30.6%, to new investors not exercising their conversion rights. For purposes of presentation, our pro
forma net tangible book value after this offering is approximately $22,559,992 less than it otherwise would have been because if we
effect a business combination, the conversion rights to the public stockholders (but not our existing stockholders) may result in the
conversion into cash of up to an aggregate of 2,999,999 shares sold in this offering at a per-share conversion price equal to the
amount in the trust account 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 founder warrants:
    Public offering price                                                                                    $     8.00
      Net tangible book value before this offering                                     $        (0.01 )

      Increase attributable to new investors and private placement                     $         5.56
    Pro forma net tangible book value after this offering                                                    $     5.55
    Dilution to new investors                                                                                $     2.45

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




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

    Existing stockholders              2,500,000          20.0 %      $         25,000            0.03 %   $        0.01
    New investors                     10,000,000          80.0 %      $     80,000,000           99.97 %   $        8.00
                                      12,500,000        100.00 %      $     80,025,000            100.00 %



The pro forma net tangible book value after the offering is calculated as follows:
        Numerator:
          Net tangible book value before the offering and private placement          $      (25,000 )
          Net proceeds from this offering and the private placement                      75,300,000 (1)
          Offering costs paid in advance and excluded from net tangible book value           47,500
            before this offering
          Less: Proceeds held in trust subject to conversion ($75,200,000 ×              (22,559,992 )
                                                                                                      (1)
            29.99999%)
                                                                                     $   52,762,508

        Denominator:
          Shares of common stock outstanding prior to the offering                        2,500,000
          Shares of common stock included in the units offered                           10,000,000
          Less: Shares subject to conversion (10,000,000 × 29.99999%)                    (2,999,999 )
                                                                                          9,500,001




(1) Net of offering expenses and deferred underwriting discounts and commissions.

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                                  MANAGEMENT’S DISCUSSION AND ANALYSIS
                            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    We were formed on May 14, 2007, as a blank check company for the purpose of acquiring, or acquiring control of, through a
merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more domestic or
international operating businesses, which we refer to as our initial business combination. Our efforts in identifying a prospective
target business will be limited to the homeland security industry, but not businesses that design, build or maintain mission-critical
facilities. ―Mission-critical‖ facilities are those facilities that shelter and support an organization's people, equipment and data to a
level that far exceeds standards for normal facilities. Mission-critical facilities generally serve or house an essential business or
government function that must operate absolutely reliably around the clock, 365 days per year, under any circumstances, such as
data centers, operation centers, network facilities, server rooms, security operations centers, communications facilities and the
infrastructure systems that are critical to their function. Services that may be provided to mission-critical facilities include
technology consulting, engineering and design management, construction management, system installations, operations
management and facilities management and maintenance. We changed our name from ―Fortress America Acquisition Corporation
II‖ to ―Secure America Acquisition Corporation‖ on August 6, 2007.
    We do not have any specific merger, capital stock exchange, asset acquisition, stock purchase or other business combination
transaction under consideration and neither we nor any representative acting on our behalf has had any contacts or discussions with
any target business with respect to such a transaction. 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;
   •    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 may also result in the resignation or
        removal of one or more of our present officers and directors;
   •    may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to
        our common stock; and
   •    may adversely affect prevailing market prices for our common stock.
   Similarly, if we issued debt securities, it could result in:
   •    default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our
        debt obligations;
   •    acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
        due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any
        such covenant were breached without a valid and enforceable waiver or renegotiation of that covenant;
   •    our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
   •    our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to
        obtain additional financing while such security was outstanding.
Results of Operations and Known Trends or Future Events
    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, and concurrent private placement, of our equity securities. Following this
offering, we will not generate any operating revenues until after completion of a business combination. We will generate
non-operating income in the form of interest income on cash and cash equivalents after this offering. Immediately after the
offering, we will begin paying monthly fees of $7,500 per month to Homeland Security Capital Corporation, and expect to incur
increased expenses

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as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses. We expect our expenses to increase substantially after the closing of this offering and the private placement.
Liquidity and Capital Resources
   Our liquidity needs have been satisfied to date through receipt of $25,000 in stock subscriptions from our existing stockholders
and a loan of $150,000 from Secure America Acquisition Holdings, LLC.
    We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of
approximately $625,000 and underwriting discounts and commissions of approximately $5,600,000 (or $6,440,000, if the
underwriters’ over-allotment option is exercised in full), and (ii) the sale of the founder warrants in a private placement to occur
immediately prior to the closing of this offering for an aggregate purchase price of $1,525,000, will be approximately $75,300,000
(or $86,460,000, if the underwriters’ over-allotment option is exercised in full). Of this amount, $75,200,000 (or $86,360,000 if the
underwriters’ over-allotment option is exercised in full), will be held in the trust account and the remaining $100,000, in either
case, will not be held in the trust account. An additional amount equal to 3.0% of the gross proceeds of this offering, or $2,400,000
($2,760,000, if the underwriters’ over-allotment option is exercised in full), will also be held in the trust account and be used to pay
the underwriters a deferred fee (or paid to public stockholders who elect to convert their common stock in connection with our
initial business combination, as the case may be) upon the consummation of our initial business combination, and will not be
available for our use to acquire a target business. We expect that most of the amounts held in the trust account will be used as
consideration to pay the sellers of a target business or businesses with which we ultimately complete a business combination. We
will use substantially all of the net proceeds of this offering not in the trust account to acquire, or acquire control of, a target
business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the amounts held in the trust account as well as any other net proceeds not expended
will be used to finance the operations of the target business.
    We believe that, upon consummation of this offering, the $100,000 of net proceeds not held in the trust account, plus the up to
$1,400,000 of interest earned (net of taxes) on the trust account balance that may be released to us as well as amounts necessary for
our income tax obligations, 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. Over this time period, we anticipate making the following expenditures:
   •    approximately $400,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations,
        structuring and negotiation of a business combination;
   •    approximately $100,000 of expenses for the due diligence and investigation of a target business;
   •    approximately $150,000 of expenses in legal and accounting fees relating to our Securities and Exchange Commission
        reporting obligations;
   •    approximately $180,000 of expenses in fees relating to our office space and certain general and administrative services;
        and
   •    approximately $670,000 for general working capital that will be used for miscellaneous expenses and reserves, including
        approximately $115,000 for director and officer liability and other insurance premiums, finders’ fees, consulting fees or
        other similar compensation, potential deposits, down payments or funding of a ―no-shop‖ provision with respect to a
        particular business combination.
    We do not believe we will need additional financing following this offering in order to meet the expenditures required for
operating our business prior to our initial business combination. We will need to obtain additional financing to the extent such
financing is required to consummate a business combination or because we become obligated to convert into cash a significant
number of shares from dissenting stockholders, in which case we may issue additional securities or incur debt in connection with
such business combination. Following a business combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.

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    As of the date of this prospectus, Secure America Acquisition Holdings, LLC has advanced us $150,000 for payment of
offering expenses on our behalf. Such loan will be payable without interest on the earlier of June 4, 2008 or the consummation of
this offering. Such loan will be repaid out of the proceeds of this offering not being placed in the trust account.
  We are obligated, commencing on the date of this prospectus, to pay Homeland Security Capital Corporation, an affiliate of Mr.
McMillen, a monthly fee of $7,500 for general and administrative services.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by two of our independent
directors, Messrs. McNeill and Rockwell, has agreed to purchase from us, in a private placement that will occur immediately prior
to this offering, an aggregate of 1,525,000 founder warrants, at a purchase price of $1.00 per warrant, exercisable for common stock
at a per share price of $6.00. We have determined, through our analysis of similarly structured blank check companies that have
completed their initial public offerings and separated their common stock and warrants included with the units, that the purchase
price of $1.00 per founder warrant is above the average trading price for the warrants of such companies as of the first day of
trading after separation of the units. Accordingly, we believe that the purchase price of the founder warrants is greater than the fair
value of the warrants included in the units and, therefore, we will not record compensation expense upon purchase of the founder
warrants.
    The aggregate proceeds from the private placement will be added to the amount to be held in the trust account pending our
completion of a business combination. If we do not complete a business combination that meets the criteria described in this
prospectus, then the gross proceeds from the private placement will become part of the liquidating distribution to our public
stockholders.
Controls and Procedures
    We do not currently, and are not required to, maintain an effective system of internal controls as defined by Section 404 of the
Sarbanes-Oxley Act of 2002. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for
the fiscal year ending December 31, 2008. As of the date of this prospectus, we have not completed an assessment, nor have our
auditors tested our systems, of internal control. We expect that we will assess the internal controls of our target business or
businesses preceding the completion of a business combination and will then implement a schedule for implementation and testing
of such additional controls as we may determine are required to state that we maintain an effective system of internal controls. A
target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of its internal
controls. Many small and mid-sized target businesses we consider for a business combination may have internal controls that need
improvement in areas such as:
   •    staffing for financial, accounting and external reporting areas, including segregation of duties;
   •    reconciliation of accounts;
   •    proper recordation of expenses and liabilities in the period to which they relate;
   •    proof of internal review and approval of accounting items;
   •    documentation of key accounting assumptions, estimates and/or conclusions; and
   •    documentation of accounting policies and procedures.
    Because it will take time, management involvement and perhaps outside resources to determine what internal control
improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business,
we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing,
or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our
exposure to financial fraud or erroneous financial reporting.
    Once our management’s report on internal controls is complete, we will retain our independent auditors to assess management’s
report on internal controls and to render an opinion on such report when required by Section 404. Additional matters concerning a
target business’s internal controls may be identified in the future when the assessment and testing is performed.

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Quantitative and Qualitative Disclosures About Market Risk
   The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. government treasury bills with
a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material
exposure to interest rate risk.
Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
    As of June 11, 2007, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and
did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as
we have conducted no operations to date.

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                                                       PROPOSED BUSINESS
Introduction
    We were formed on May 14, 2007 as a blank check company for the purposes of acquiring, or acquiring control of, through a
merger, capital stock exchange, asset acquisition or other similar business combination, one or more domestic or international
operating businesses, which we refer to as our initial business combination. Our efforts in identifying a prospective target business
will be limited to the homeland security industry, but not businesses that design, build or maintain mission-critical facilities.
―Mission-critical‖ facilities are those facilities that shelter and support an organization's people, equipment and data to a level that
far exceeds standards for normal facilities. Mission-critical facilities generally serve or house an essential business or government
function that must operate absolutely reliably around the clock, 365 days per year, under any circumstances, such as data centers,
operation centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure
systems that are critical to their function. Services that may be provided to mission-critical facilities include technology consulting,
engineering and design management, construction management, system installations, operations management and facilities
management and maintenance.
    We do not have any specific merger, capital stock exchange, asset acquisition or other business combination under
consideration and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal
or otherwise, with respect to such a transaction. To date our efforts have been limited to organizational activities as well as to
activities related to this offering.
    We will seek to capitalize on the significant strength of our management team. Although the homeland security industry is
relatively new, our executive officers have over 30 years of combined experience managing, investing and acquiring companies in
the security industry and have prior blank check company experience. We are Messrs. McMillen and Weiss’ second blank check
company focused on the homeland security industry. Messrs. McMillen and Weiss were also officers and directors of Fortress
America Acquisition Corporation, a blank check company formed in December 2004, which consummated a business combination
in January 2007, with each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, which are together
referred to as TSS/Vortech. Mr. McMillen’s professional experience includes high-level positions in government, business and
professional athletics. Mr. Weiss has over 35 years of professional and leadership experience in the information technology and
homeland security marketplace.
   We believe that the homeland security industry is among the fastest growing industries in the United States. According to the
Civitas Group, a strategic advisory and investment services firm serving the homeland security market, the U.S. homeland security
market was approximately $31 billion in 2006 and has a projected market size of $136 to $145 billion over the next five years. In
addition, the global homeland security market, which was approximately $55 billion in 2006, is projected to exceed $170 billion by
2015, according to Homeland Security Research Corp., a homeland security market research firm. We believe that this anticipated
growth should create attractive acquisition opportunities.
    We are focused on a business combination in the U.S. homeland security industry, which we believe includes, among others,
the following sectors:
   •    nuclear and radiological detection and prevention;
   •    transportation security: ground, aviation and port and marine;
   •    border security;
   •    energy security;
   •    physical infrastructure security;
   •    cyber-security;
   •    emergency and disaster preparedness and response;
   •    bioterrorism prevention and detection;
   •    counterterrorism and law enforcement;
   •    domestic and foreign intelligence; and
   •    other sectors impacted by homeland security issues or directives.

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   We intend to strategically focus our efforts on four major phases encompassing domestic and global security threats: planning,
prevention, response, and recovery. Although we may consider a target business in any segment of the homeland security industry,
we currently intend to focus on companies with dual-use applications (i.e., companies with commercial private sector and
homeland security applications) in the following segments:
   Planning : Companies that help prepare for a possible attack or disaster, including:
   •    Security risk assessment, probability analysis, and simulation software for disaster planning;
   •    Bio-information systems for casualty analysis;
   •    Training for law enforcement, emergency, medical, security, food safety, and environmental remediation personnel; and
   •    Medical and public health preparedness.
    Prevention : Companies that help anticipate and take action to block attacks or avoid or mitigate the consequences of physical,
virtual or economic disasters, including:
   •    Individual tracking and identification, including access control systems, smart cards, hardware readers, software, and
        biometrics;
   •    Surveillance and monitoring, including communication interception, digital video surveillance, intrusion detection, and
        infrared systems;
   •    Chemical, biological, radiological, nuclear and other explosive detection and identification products and services;
   •    Other remote sensing of air, food, and water screening;
   •    Physical security products, including personnel and vehicle armor, ballistic and blast protection, non-lethal munitions, safe
        rooms, and alarm systems;
   •    Food safety products and services;
   •    Software for intelligence, security and data analysis;
   •    Data, cyber-security and information assurance;
   •    Other critical infrastructure security products and services for the private sector;
   •    Integrated security solution providers;
   •    Risk mitigation including consultative services, background screening, and investigative services;
   •    Energy infrastructure maintenance, protection and modernization;
   •    Alternative energy products, producers and providers; and
   •    Energy efficiency enhancement products and services.
    Response : Companies that help challenge attacks underway or cope with the immediate aftermath of an attack or a disaster,
including:
   •    Personal protection equipment;
   •    Rapid containment products and services for chemical, biological or radiological agents;
   •    Decontamination products and services to manage disaster occurrences;
   •    Emergency alert and response communication hardware, software and services;
   •    Advance fire suppression techniques;
   •    Medical and public health disaster management, including treatment for bio-terror;
   •    Terrorism-related insurance products and services;
   •    Mobile medical and command control units; and
   •    Energy supply alternatives and distribution management.

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    Recovery : Companies that help restore and reconstruct governments and private enterprises after an attack or a disaster,
including:
   •    Environmental and infrastructure cleanup and disaster management services;
   •    Recovery products, such as hydration, temporary housing, first aid materials, etc.;
   •    Business continuity and substitute services for temporary loss of major services from attacks or disasters; and
   •    Energy infrastructure redundancy and recovery products and services.
    We have not prioritized among any segments and do not currently have a preference regarding the segment in which we
consummate a business combination. Although we may consider a target business outside of the United States as a result of the
increased globalization of business and heightened security concerns abroad, we currently intend to concentrate our search of target
businesses in the United States.
    While we may effect a business combination with more than one target business, which may be in different homeland security
sectors, our initial business acquisition must be with one or more operating businesses the fair market value of which is, either
individually or collectively, at least equal to 80% of our net assets (excluding deferred underwriters’ discounts and commissions
held in the trust account) at the time of such business combination.
Summary of Fortress America Acquisition Corporation’s Acquisition of VTC, L.L.C. and Vortech, LLC
    Messrs. McMillen and Weiss, each of whom is an officer and a member of our board of directors, were also executive officers
and directors of Fortress America Acquisition Corporation, a blank check company formed in December 2004 for the purpose of
effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the
homeland security industry. In addition, Asa Hutchinson, one of our directors, was a special advisor to and a stockholder of
Fortress America Acquisition Corporation. Fortress America Acquisition Corporation completed its initial public offering in July
2005 (and over-allotment closing in August 2005) and raised gross proceeds of $46,800,000 at an offering price of $6.00 per unit.
    On January 19, 2007, Fortress America Acquisition Corporation, or FAAC, acquired all of the outstanding membership
interests of each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, collectively referred to as
TSS/Vortech, pursuant to a Second Amended and Restated Membership Interest Purchase Agreement dated July 31, 2006, as
amended by an Amendment to the Second Amended and Restated Membership Interest Purchase Agreement dated January 16,
2007. The closing consideration consisted of (a) $11.0 million in cash, (b) the assumption of $154,599 of debt of TSS/Vortech, (c)
3,205,128 shares of the common stock of FAAC, of which 2,534,988 shares were issued to the selling members, 67,825 shares
were issued to Evergreen Capital LLC as partial payment of certain outstanding consulting fees and 574,000 shares were
designated for issuance to employees of TSS/Vortech, and (d) $10.0 million in two convertible, interest-bearing promissory notes
of $5.0 million each. All of the 2,534,988 shares issued to the selling members were deposited in certain escrow accounts. In
addition, FAAC entered into employment agreements with each of the selling members. Approximately 74.81% of the stockholders
of FAAC (excluding shares held by management) voted in favor of the acquisition of TSS/Vortech and conversion rights were
exercised by holders of 9.7 % of the common stock of FAAC. No finder’s fees were paid in connection with the business
combination. However, in addition to the shares received by Evergreen Capital LLC as described above, Evergreen Capital also
received $400,000 upon closing of the acquisition for consulting services and Business Valuation Center, Inc. received $89,708 for
financial advisor services in connection with the acquisition. There was no affiliation between TSS/Vortech and any of the officers,
directors, special advisors or existing stockholders of FAAC.
    TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as data centers, operation
centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that
are critical to such functions. TSS/Vortech’s services include technology consulting, engineering and design management,
construction management, system installations, operations management, and facilities management and maintenance. In connection
with such acquisition, Fortress America Acquisition Corporation changed its name to Fortress International Group, Inc. Fortress

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International Group’s units, common stock and warrants are listed on the NASDAQ Capital Market under the symbols FIGIU,
FIGI and FIGIW, respectively. On October 1, 2007, the closing prices of the units, common stock and warrants, as reported by the
NASDAQ Capital Market, were $8.35, $5.99 and $1.25, respectively. As of the date hereof, none of our officers and directors in
their fiduciary capacities with Fortress International Group, Inc. are considering any business opportunities that we believe would
be appropriate for us, nor will we consider any of the target businesses that were considered by Fortress International Group, Inc.
prior to its initial business combination.
Regulation
    As a result of our focus on homeland security, it is likely that companies we target for acquisition may derive revenue from
federal, state and local government contracts directly or indirectly. It is likely, if we acquire such a business, that we must comply
with and be affected by complex procurement laws and regulations, particularly at the federal level, including, but not limited to,
the Federal Acquisition Regulation (and any supplements as applicable), Cost Accounting Standards, Truth-in-Negotiations Act
and the Anti-Deficiency Act. See ―Risk Factors‖ beginning on page 23 of this prospectus. We are not currently aware of any
licensing or training requirements that could be applicable to us or companies that we may target.
 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 generally applied toward effecting a business combination as described in this prospectus, the proceeds are not
otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an
opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve
the acquisition of, or merger with, 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 business combinations with more than one target business,
it is likely that we will have the ability to initially complete only a single business combination with the proceeds of the offering,
although this may entail the simultaneous acquisitions of several operating businesses at the same time.
 We Have Not Identified a Target Business
    To date, we have not selected any target business with which to seek a business combination. None of our existing
stockholders, officers, directors, special advisors, promoters or other affiliates is currently engaged in discussions on our behalf
with representatives of other companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition,
stock purchase or other similar business combination with us nor have we, nor any of our agents or affiliates, been approached by
any candidates (or representative of any candidates) with respect to a possible business combination with us. We have not
contacted, nor do we intend to contact, any of the prospective target businesses that Fortress International Group, Inc. contacted in
connection with its search for a business combination. Additionally, we have not engaged or retained any agent or other
representative to identify or locate any suitable acquisition candidate. We have not established any specific attributes or criteria
(financial or otherwise) for prospective target businesses. Finally, we note that there has been no diligence, discussions,
negotiations and/or other similar activities undertaken, directly or indirectly, by us, our affiliates or representatives, or by any third
party, with respect to a business combination transaction with us.
   Subject to the limitation that a target business have a fair market value of at least 80% of our net assets (excluding deferred
underwriters’ discounts and commissions held in the trust account) at the time of the acquisition, as described below in more detail,
we will have virtually unrestricted flexibility in identifying and
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selecting a prospective acquisition candidate. 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
    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 who will become aware that we are seeking a business combination partner via public
relations and marketing efforts, direct contact by management or other similar efforts, who may present solicited or unsolicited
proposals. Our stockholders, officers, directors and special advisors, 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, because we do not have full-time employees and our officers and directors may be limited
in how much time they can devote to our affairs, 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, special advisors or stockholders, or any of their affiliates, 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 our initial business
combination (regardless of the form of such transaction). After the consummation of a business combination, our existing
stockholders, officers, directors and special advisors may remain associated in some capacity with the acquired business if they are
able to negotiate mutually agreeable employment or consulting agreements as part of any such combination, which terms would be
disclosed to stockholders in any proxy statement relating to such transaction. In no event, however, would any of our existing
stockholders, officers, directors or special advisors receive a finder’s fee from any party to a business combination. Negotiations
with respect to an employment or consulting agreement would take place simultaneously with the negotiation of the business
combination and could provide for such individuals to receive compensation for services they would render to the combined
company after the consummation of a business combination. We do not have a policy that prohibits such persons from pursuing or
negotiating such agreements in connection with a business combination.
    We would consider entering into a business combination with a target business that is affiliated with our officers, directors,
special advisors or stockholders, only after exploring transactions with respect to unaffiliated business targets, if our board of
directors determines that a business combination with such affiliated entity would be in the best interests of our public stockholders
and if we obtain an opinion from an independent investment banking firm, which may or may not be a member of the Financial
Industry Regulatory Authority, or FINRA, that the business combination is fair to our unaffiliated stockholders from a financial
point of view. Because the opinion will likely be addressed to our board of directors for their use in evaluating the transaction, we
do not anticipate that our stockholders will be entitled to rely on such opinion. However, as the opinion will be attached to, and
thoroughly described in, our proxy soliciting materials, we believe investors will be provided with sufficient information in order to
allow them to properly analyze the transaction. While we will consider whether such opinion may be relied on by our stockholders
when selecting an investment banking firm to provide a fairness opinion, it will not be dispositive as to which investment banking
firm we decide to engage for such opinion. Other factors expected to be considered by our board of directors in making such
decision include, among others, cost, timing and reputation of the investment bank, including its knowledge of the homeland
security industry. However, as of the date of this prospectus, there are no affiliated entities that we believe we would consider as a
business combination target, nor will we consider for our

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initial business combination any of the target businesses that were considered by Fortress International Group, Inc. prior to its
initial business combination.
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 or businesses with a collective
fair market value that is at least 80% of our net assets (excluding deferred underwriters’ discounts and commissions held in the trust
account) at the time of such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting a
prospective target business. We have not conducted any specific research on the homeland security industry to date nor have we
conducted any research with respect to identifying the number and characteristics of potential business combination candidates or
the likelihood or probability of success of any proposed business combination. Since we have not yet analyzed the businesses
available for acquisition and have not identified a target business, we have not established any specific attributes or criteria
(financial or otherwise) for the evaluation of prospective target businesses. In evaluating a prospective target business, our
management will conduct the necessary business, legal and accounting due diligence on such target business and will consider,
among other factors, the following:
   •    financial condition and results of operations;
   •    growth potential;
   •    experience and skill of management and availability of additional personnel;
   •    capital requirements;
   •    competitive position;
   •    stage of development of the products, provisions or services;
   •    proprietary features and degree of intellectual property or other protection of the products, processes or services;
   •    barriers to entry into the industry;
   •    breadth of products or services offered;
   •    degree of current or potential market acceptance of the products or services;
   •    regulatory environment of the industry;
   •    costs associated with effecting the business combination; and
   •    relative valuation multiples of similar publicly traded companies.
    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.
    We expect that our officers will allocate a significant amount of their time, as necessary, for meetings with management and/or
other representatives of target business candidates, site visits, due diligence, interviews with incumbent management, negotiations
and any other activities necessary to complete a business combination. 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 valid and enforceable waiver.

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   We will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target business
and its stockholders, as well as our own stockholders. We cannot assure you, however, that the Internal Revenue Service or
appropriate state tax authority will agree with our tax treatment of the business combination.
    The time and costs required to select and evaluate a target business and to structure and complete the business combination
cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce
the amount of capital available to otherwise complete a business combination. We will not pay any finders’ or consulting fees to
our initial stockholders, or any of their respective affiliates, for services rendered to or in connection with a business combination.
Fair Market Value of a Target Business
    In our initial business combination, the target business or businesses that we acquire must collectively have a fair market value
equal to at least 80% of our net assets (excluding the deferred underwriting discounts and commissions held in the trust account) at
the time of such business combination, although we may acquire a target business whose fair market value significantly exceeds
80% of our net assets (excluding the deferred underwriting discounts and commissions held in the trust account). 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 majority voting control of the target business. This restriction will not preclude a reverse merger or similar transaction in
which we acquire, or acquire control 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
(excluding the deferred underwriting discounts and commissions held in the trust account). 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 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 nor can we
assure you that we will be able to locate or enter into a business combination with a target business on favorable terms or at all.
    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 (which may include actual and potential sales, earnings, cash flow and/or book value). If our
board is not able to determine independently that the target business has a sufficient fair market value, we will obtain an opinion
from an independent investment banking firm, which may or may not be a member of FINRA, with respect to the satisfaction of
such criteria. If we obtain such an opinion, we will include a summary of the opinion in the proxy statement we will mail to
stockholders seeking their approval of our initial business combination. Because the opinion will likely be addressed to our board
of directors for their use in evaluating the transaction, we do not anticipate that our stockholders will be entitled to rely on such
opinion. However, as the opinion will be attached to, and thoroughly described in, our proxy soliciting materials, we believe
investors will be provided with sufficient information in order to allow them to properly analyze the transaction. While we will
consider whether such opinion may be relied on by our stockholders when selecting an investment banking firm to provide a
fairness opinion, it will not be dispositive as to which investment banking firm we decide to engage for such opinion. Other factors
expected to be considered by our board of directors in making such decision include, among others, cost, timing and reputation of
the investment bank, including its knowledge of the homeland security industry. 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.
Possible 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
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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 development or market acceptance of a single or limited number of products 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.
Limited Ability to Evaluate the Target Business’ Management
    Although we intend to scrutinize closely the management of a prospective target business when evaluating the desirability of
effecting a business combination, we can give no assurance that our assessment will prove to be correct. In addition, we can give no
assurance that new members that join our management following a business combination 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 our Co-Chief Executive
Officers may remain associated in senior management or advisory positions with us, for example, as a member of the board of
directors or a consultant, following a business combination, they may not devote their full time and 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 such business combination,
which would be negotiated at the same time as the business combination negotiations are being conducted and which may be a term
of 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. While the personal and financial interests of
such individuals may influence their motivation in identifying and selecting a target business, the ability of such individuals to
remain with 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 additional managers
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. The approval of the proposal to amend our amended and restated certificate of incorporation to provide for our
perpetual existence in connection with a business combination would require the affirmative vote of a majority of our outstanding
shares of common stock. 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

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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. None of our existing stockholders, directors or
officers have any current intention to purchase units in this offering, the aftermarket or otherwise. However, they are not prohibited
from making any such purchases. If they do so, our existing stockholders, including our directors and officers, will have a greater
influence on the outcome of matters requiring stockholder approval, such as a business combination. To the extent that such
existing stockholders, directors or officers make purchases of our securities in the aftermarket, such purchases may have an impact
on the market price of our common stock. In such case, investors should consider the potential impact of any such purchases on the
market price for our common stock and should not place undue reliance on such price, but should instead consider the merits of the
proposed business combination in deciding whether or not to vote in favor of such business combination. In addition, such
purchases may be made from public stockholders that have indicated their intention to vote against the business combination and
exercise their conversion rights. Accordingly, such purchases could result in a business combination being approved that may have
otherwise not been approved by our public stockholders, but for the purchases made by our existing stockholders, directors or
officers.
    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 30% of the shares sold in this
offering both vote against the business combination and exercise their conversion rights. Voting against the business combination
alone will not result in conversion of a stockholder’s shares into a pro rata share of the trust account. Such stockholder must have
also exercised its conversion rights as described below.
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 stockholders will not have such conversion rights with respect to
any shares of common stock owned by them, directly or indirectly, including their initial shares or any shares of common stock
included in units purchased by them in this offering or in the aftermarket. The actual per-share conversion price will be equal to the
aggregate amount then on deposit in the trust account inclusive of any remaining interest after deduction for taxes payable, which
shall be paid from the trust account (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. The initial conversion price for every share would be
approximately $7.76, or $0.24 less than the per-unit offering price of $8.00. An eligible stockholder may request conversion at any
time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business
combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business
combination and the business combination is approved and completed. Stockholders will not be requested to tender their shares of
common stock before a business combination is consummated. If a business combination is consummated, stockholders exercising
their conversion rights will be sent instructions on how to tender their shares of common stock and when they should expect to
receive the conversion amount. In order to ensure accuracy in determining whether the conversion threshold has been met, each
stockholder exercising his, her or its conversion rights must continue to hold his, her or its shares of common stock until the
consummation of the business combination. We will not charge converting stockholders any fees in connection with the tender of
shares for conversion. If a stockholder votes against a business combination but

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fails to properly exercise his, her or its conversion rights, such stockholder will not have his, her or its shares of common stock
converted and will therefore not receive his, her or its pro rata distribution of the trust account. Any request for conversion, once
made, may be withdrawn at any time up to the date of the meeting.
It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be
distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the
trust account still have the right to exercise the warrants that they received as part of the units. We will not complete any business
combination if public stockholders owning 30% or more of the shares sold in this offering both exercise their conversion rights and
vote against the business combination. Accordingly, it is our intention to structure and consummate a business combination in
which public stockholders owning up to 2,999,999 shares of our common stock included in the units sold in this offering may
exercise their conversion rights, in which case the business combination may still be consummated. Although a 20% threshold has
been more typical in offerings of this type, we have increased the threshold to reduce the risk of a small group of shareholders
exercising undue influence on the approval process. However, the 30% threshold does entail certain risks, including making it
easier for us to obtain stockholder approval of an initial business combination and possibly impeding our ability to consummate the
most desirable business combination or optimize our capital structure. See, ―Risk Factors — Unlike most other blank check
offerings, we allow public stockholders owning up to but less than 30% of our common stock to exercise their conversion rights.
This higher threshold will make it easier for us to get a business combination approved over stockholder dissent, and you may not
receive the full amount of your original investment upon exercise of your conversion rights” and “ — Unlike most other blank
check offerings, we allow up to approximately 29.99% of our public shareholders to exercise their conversion rights. The ability of
a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable
business combination or optimize our capital structure.”
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 after the consummation of this offering]. 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 after the consummation of this
offering] 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 after the consummation
of this offering], 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 existing stockholders have waived their rights to participate in any liquidation distribution with respect to their
existing 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, Messrs.
McMillen and 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 or accept repayment of such expenses.

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    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 liquidation price would be approximately $7.76.
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. Prior to completion of our initial business combination, we will seek to have all vendors, target businesses,
prospective target businesses or other entities that we engage 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. In the event that a vendor, target
business, prospective target business or other entity were to refuse to execute such a waiver, we will execute an agreement with that
entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar
services or opportunities from another entity willing to execute such a waiver. Messrs. McMillen and Weiss, our Co-Chief
Executive Officers and members of our board of directors, have agreed, pursuant to agreements with us and the representative of
the underwriters, that if we liquidate prior to the consummation of a business combination, they will be personally liable, on a joint
and several basis, to ensure that the amounts 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, to the extent that
such target businesses, vendors or entities did not execute a valid and enforceable waiver. However, we have not requested that
either of Messrs. McMillen or Weiss reserve for such indemnification obligations, and we therefore cannot assure you that they
would be able to satisfy those obligations if required to do so. Accordingly, the actual per share liquidation price could be less than
approximately $7.76, plus interest, due to claims of creditors. Furthermore, if we are forced to file a bankruptcy case or an
involuntary bankruptcy case is filed against us which is not dismissed, the amounts 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 $7.76 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 they 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 after the
consummation of this offering] 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

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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 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 $7.76 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 amounts held in the trust account to our public stockholders
promptly after [_____________], 2009 [twenty four months after the consummation of this offering], 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 118 blank check companies that have completed initial public offerings
in the United States, out of which number 79 companies with more than $8.7 billion in trust combined 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 or obtain the necessary financial information to be
        included in the proxy statement to be sent to stockholders in connection with such business combination may delay or
        prevent the completion of a transaction;
   •    our obligation to convert shares of common stock held by our public stockholders into cash in certain instances may reduce
        the resources available to effect a business combination;
   •    our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
        businesses; and
   •    the requirement to acquire an operating business that has a fair market value equal to at least 80% of our net assets
        (excluding deferred underwriting discounts and commissions held in the trust

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        account) at the time of the acquisition could require us to acquire several companies or closely related operating businesses
        at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more
        difficult to consummate the business combination.
   Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our
management believes, however, that to the extent that our target business is a privately held entity, our status as a well-financed
public entity may give us a competitive advantage over entities having a similar business objective as ours in acquiring a target
business with significant growth potential on favorable terms.
    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 do not own any real estate or other physical property. We maintain our executive offices at 1005 North Glebe Road, Suite
550, Arlington, Virginia 22201. The cost for this space is included in the $7,500 per-month fee Homeland Security Capital
Corporation charges us for general and administrative services pursuant to a letter agreement between us and Homeland Security
Capital Corporation, an affiliate of Mr. McMillen. This arrangement has been agreed to Homeland Security Capital Corporation for
our benefit and is not intended to provide Mr. McMillen compensation in lieu of salary. We believe, based on rents and fees for
similar services in the Washington, D.C. metropolitan area, that the fee charged by Homeland Security Capital Corporation is at
least as favorable to us as we could have obtained from an unaffiliated person. We consider our current office space adequate for
our current operations up to the completion of a business combination.
Employees
    We have three executive officers, two of whom are also members of our board of directors. These individuals are not obligated
to contribute any specific number of hours per week 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 the availability of suitable target businesses to
investigate. We do not intend to have any full-time employees prior to the consummation of a business combination, although we
expect each of our officers to devote an average of approximately ten hours per week to our business.
Periodic Reporting and Financial Information
    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 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 accountants.
    We will not acquire a target business if audited financial statements based on United States generally accepted accounting
principles cannot be obtained for such target business. Additionally, our management will provide stockholders with the foregoing
financial information as part of the proxy solicitation materials sent to stockholders to assist them in assessing each specific target
business we seek to acquire.
   We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending
December 31, 2008. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the
Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Legal Proceedings
    To the knowledge of management, there is no litigation currently pending or contemplated against us or any of our officers or
directors in their capacity as such.

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 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. None of the terms of a Rule 419 offering will apply to this offering.




                                              Terms of Our Offering                      Terms Under a Rule 419 Offering
        Escrow of offering       $77,600,000 of the proceeds of this offering     $66,397,500 of the offering proceeds
          proceeds               and the private placement (including             would be required to be deposited into
                                 $2,400,000 in deferred underwriting              either an escrow account with an insured
                                 discounts and commissions) will be               depositary institution or in a separate bank
                                 deposited into a trust account at SunTrust       account established by a broker-dealer in
                               Bank maintained by Continental Stock             which the broker-dealer acts as trustee for
                               Transfer & Trust Company.                        persons having the beneficial interests in
                                                                                the account.
       Investment of net       The $77,600,000 of net proceeds held in the      Proceeds could be invested only in
         proceeds              trust account will be invested only in U.S.      specified securities such as a money
                               ―government securities,‖ within the              market fund meeting conditions of the
                               meaning of Section 2(a)(16) of the               Investment Company Act of 1940 or in
                               Investment Company Act of 1940 with a            securities that are direct obligations of, or
                               maturity of 180 days or less, or in money        obligations guaranteed as to principal or
                               market funds meeting certain conditions          interest by, the United States.
                               under Rule 2a-7 promulgated under the
                               Investment Company Act of 1940.
       Limitation on fair      The initial target business that we acquire      We would be restricted from acquiring a
       value or net assets     must have a fair market value equal to at        target business unless the fair value of
       of target business      least 80% of our net assets (excluding           such business or net assets to be acquired
                               deferred underwriting discounts and              represent at least 80% of the maximum
                               commissions held in the trust account) at the    offering proceeds.
                               time of such acquisition.

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                                                  Terms of Our Offering                            Terms Under a Rule 419
                                                                                                          Offering
       Trading of            The units will begin trading on or promptly after the date of     No trading of the units or
         securities          this prospectus. Each of the common stock and warrants may        the underlying common
         issued              trade separately on the 90th day after the date of this           stock and warrants would
                             prospectus unless the representative of the underwriters          be permitted until the
                             determines that an earlier date is acceptable. In no event will   completion of a business
                             the representative of the underwriters allow separate trading     combination. During this
                             of the common stock and warrants until we have filed with         period, the securities would
                             the SEC a Current Report on Form 8-K, which includes an           be held in the escrow or
                             audited balance sheet reflecting our receipt of the proceeds of   trust account.
                             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 Form 8-K, and the
                             underwriters’ over-allotment option has been exercised or
                             expired.
       Exercise of the       The warrants cannot be exercised until the later of the           The warrants could be
         warrants            completion of a business combination or one year after the        exercised prior to the
                             date of this prospectus and, accordingly, will only be            completion of a business
                             exercised after the trust account has been terminated and         combination, but securities
                       distributed.                                                      received and cash paid in
                                                                                         connection with the exercise
                                                                                         would be deposited in the
                                                                                         escrow or trust account.

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                                  Terms of Our Offering                         Terms Under a Rule 419 Offering
       Election to   We will give our stockholders the                 A prospectus containing information required
       remain an     opportunity to vote on the business               by the SEC would be sent to each investor.
       investor      combination. In connection with seeking           Each investor would be given the opportunity
                     stockholder approval, we will send each           to notify the company, in writing, within a
                     stockholder a proxy statement containing          period of no less than 20 business days and
                     information required by the SEC. A                no more than 45 business days from the
                     stockholder following the procedures              effective date of the post-effective
                     described in this prospectus is given the right   amendment, to decide whether he or she
                     to convert his or her shares for his or her pro   elects to remain a stockholder of the company
                     rata share of the trust account. However, a       or require the return of his or her investment.
                     stockholder who does not follow these             If the company has not received the
                     procedures or a stockholder who does not          notification by the end of the 45th business
                     take any action would not be entitled to the      day, funds and interest or dividends, if any,
                     return of any funds. Although we will not         held in the trust or escrow account would
                     distribute copies of the Current Report on        automatically be returned to the stockholder.
                     Form 8-K to individual unit holders, the          Unless a sufficient number of investors elect
                     Current Report on Form 8-K will be available      to remain investors, all of the deposited funds
                     on the SEC’s website. See the section             in the escrow account must be returned to all
                     appearing elsewhere in the prospectus             investors and none of the securities will be
                     entitled ―Where You Can Find Additional           issued.
                     Information.‖
       Business      Pursuant to our amended and restated              If an acquisition has not been consummated
       combination   certificate of incorporation, our corporate       within 18 months after the effective date of
       deadline      existence will cease 24 months after the date     the initial registration statement, funds held in
                     of this prospectus except for the purposes of     the trust or escrow account would be returned
                     winding up our affairs and we will liquidate.     to investors.
                     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 of Our Offering                         Terms Under a Rule 419 Offering
        Interest           There can be released to us, from time to time, interest      All interest earned on the funds in
        earned on the      earned (net of taxes) on the funds in the trust account (i)   the trust account will be held in
        funds in the       up to an aggregate of $1,400,000 to fund expenses             trust for the benefit of public
        trust account      related to investigating and selecting a target business      stockholders until the earlier of the
                           and our other working capital requirements and (ii) any       completion of a business
                           amounts necessary to pay our income tax obligations.          combination and our liquidation
                           The remaining interest earned on the funds in the trust       upon failure to effect a business
                           account will not be released until the earlier of the         combination within the allotted
                           completion of a business combination and our                  time.
                           liquidation upon failure to effect a business combination
                           within the allotted time.
        Release of         Except for (i) up to $1,400,000 we may need to fund           The proceeds held in the escrow
          funds            expenses related to investigating and selecting a target      account, including all of the
                           business and our other working capital requirements and       interest earned thereon (net of
                           (ii) any amounts that we may need to pay our income tax       taxes payable) would not be
                           obligations that may be released to us from the interest      released until the earlier of the
                           earned on the trust account balance, the amounts held in      completion of a business
                           the trust account will not be released until the earlier of   combination or the failure to effect
                           the completion of a business combination and our              a business combination within 18
                           liquidation upon failure to effect a business combination     months.
                           within the allotted time.

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                                                         MANAGEMENT
Directors and Executive Officers
   Our current directors, executive officers and special advisors are as follows:
             Name                                   Age                              Position
             C. Thomas McMillen                      55     Chairman of the Board, Co-Chief Executive Officer
             Harvey L. Weiss                         64     Co-Chief Executive Officer, Director
             James Maurer                            47     Chief Financial Officer and Secretary
             Asa Hutchinson                          56     Director
             Philip A. McNeill                       47     Director
             S. Kent Rockwell                        63     Director
             Mark A. Frantz                          38     Special Advisor
             Brian C. Griffin                        54     Special Advisor
    C. Thomas McMillen has served as our Chairman and Co-Chief Executive Officer since inception and has over 18 years of
experience in government, finance and mergers and acquisitions. From December 2004 until January 2007, he served as the
Chairman of Fortress America Acquisition Corporation (now Fortress International Group, Inc.), where he currently serves as Vice
Chairman. Mr. McMillen has also served, since August 2005, as the President, Chief Executive Officer and Chairman of the board
of directors of Homeland Security Capital Corporation, a consolidator of homeland security companies that provides capital and
management advice for developing companies. Mr. McMillen is also the Chairman of three of Homeland Security Capital
Corporation’s subsidiaries, Nexus Technologies Group, Inc. (since February 2006), Security Holding Corp. (since August 2006),
and Polimatrix, Inc. (since September 2006). In 2003, Mr. McMillen co-founded Global Secure Corp., a homeland security
company providing integrated products and services for critical incident responders, and served as its Chief Executive Officer from
March 2003 until February 2004. From February 2004 until February 2005, Mr. McMillen served as a consultant to Global Secure
Corp. In addition, from October 2004 to July 2005, he served as a Chairman of the board of directors of Global Defense
Corporation, a development stage company focused on acquiring companies in critical infrastructure security. From December
2002 to February 2004, Mr. McMillen served as Vice Chairman and Director of Sky Capital Enterprises, Inc., a venture firm, and
until February 2005 served as a consultant. From March 2003 to February 2004, Mr. McMillen served as Chairman of Sky Capital
Holdings, Ltd, Sky Capital Enterprises’ London stock exchange-listed brokerage affiliate. In addition, Mr. McMillen is a founder
and has been Chief Executive Officer and Chairman of Washington Capital Advisors, LLC, a merchant bank, since 2003. He also
served as Chairman of TPF Capital, Washington Capital Advisors, LLC’s predecessor company, from June 2001 through
December 2002. Mr. McMillen has also been an independent consultant throughout his career. From November 1994 through
February 1999, Mr. McMillen served as the Founder, Chief Executive Officer and Director of Nasdaq-listed Complete Wellness
Centers, Inc., a medical multi-disciplinary clinic management company. Mr. McMillen was appointed by President Clinton to
Co-Chair the President’s Council on Physical Fitness and Sports from 1993 to 1997. From 1987 through 1993, he served three
consecutive terms in the United States House of Representatives from the 4th Congressional District of Maryland. Prior to that, Mr.
McMillen played eleven years in the National Basketball Association. Mr. McMillen serves on the Board of Regents of the
University of Maryland System. Mr. McMillen received a Bachelor of Science in chemistry from the University of Maryland and a
Bachelor of Arts and a Master of Arts from Oxford University as a Rhodes Scholar.
    Harvey L. Weiss has served as our Co-Chief Executive Officer and a member of our board of directors since inception and has
over 35 years of experience in the information technology and security marketplace. From December 2004 until January 2007, he
served as the President, Chief Executive Officer and a director of Fortress America Acquisition Corporation (now Fortress
International Group, Inc.), where he currently serves as Chairman. Mr. Weiss has also served as a Director of Vision Technologies,
Inc. since September 2006. From June 2002 to December 2004, Mr. Weiss served as the Chief Executive Officer and President of
System Detection, Inc., a software security company and is presently serving as a consultant. From January 2002 to June 2002, Mr.
Weiss served as Chief Executive Officer of W Consulting LLC. From January 2001 to December 2002, he served as President of
Engineering Systems Solutions, Inc., a security and biometrics integration

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firm. From June 1999 to December 2000, Mr. Weiss was the Chief Executive Officer and President of Global Integrity
Corporation, a subsidiary of Science Applications International Corporation, which specializes in information security, and served
as a Director until the company was sold in 2002. From October 1998 to May 1999, Mr. Weiss served as Vice President,
Government and North America of Network Associates, Inc., now doing business as McAfee Inc. From January 1996 to October
1998, until sold to Network Associates, Inc., Mr. Weiss was President of the Commercial Division, Secretary, and Director of
Trusted Information Systems, Inc., a Nasdaq-listed security network company. Prior to that time, from 1994 to 1996, Mr. Weiss
served as President of Public Sector Worldwide Division for Unisys Corporation. From 1991 to 1993, Mr. Weiss was the Vice
President of Sales and the President and Chief Operating Officer of Thinking Machines Corporation, a massively parallel
processing company (the computing architecture used by the ―supercomputer‖ product developed by Thinking Machine
Corporation). Prior to that time, he served in various senior capacities in Digital Equipment Corporation. Mr. Weiss serves on the
Board of Forterra Systems, Inc., a simulation company (one of Forterra’s products that creates interactive, virtual simulated
environments), is a member of the Brookings Institution Council, and is a trustee of Capitol College. Mr. Weiss received a
Bachelor of Science in Mathematics from the University of Pittsburgh.
    James Maurer has served as our Chief Financial Officer and Secretary since our inception and has over 18 years of diversified
finance and strategic planning experience. From January 2006 to February 2007, Mr. Maurer served as the Secretary of Homeland
Security Capital Corporation. From July 2005 to March 2007, he also served as a consultant to Fortress America Acquisition
Corporation, a special-purpose acquisition corporation focused on the homeland security industry which trades on the
Over-the-Counter Bulletin Board under the ticker symbol ―FAAC.‖ From December 2002 to April 2005, Mr. Maurer served as an
advisor and consultant to the chief executive officer of BBC America, a United States-based cable television channel owned by the
British Broadcasting Corporation. Previous to such time, Mr. Maurer served as the Chief Financial Officer of Inforum
Communications, a consolidator of Internet service providers, from December 1998 to February 2001. Prior to that he held a
variety of finance and business development positions with businesses in the wireless telecommunications industry. Mr. Maurer
received his Bachelor of Arts in economics from Harvard University and his Master of Science in management from the MIT Sloan
School of Management.
    Asa Hutchinson has been a member of our board of directors since our inception. Mr. Hutchinson was one of the original
leaders of the Department of Homeland Security, serving as Undersecretary for Border and Transportation Security for the first two
years of the Department’s history, from January 2003 to March 2005. As one of the nation’s top-ranking homeland security
officials after Secretary Tom Ridge, he was responsible for more than 110,000 federal employees housed in such agencies as the
Transportation Security Administration, Customs and Border Protection, Immigration and Customs Enforcement, and the Federal
Law Enforcement Training Center. In addition to managing the overall security of United States borders and transportation
systems, he set immigration enforcement policies and developed and implemented visa security measures.
    Mr. Hutchinson served three terms in the United States House of Representatives from the 3rd Congressional District of
Arkansas, from January 1997 to August 2001, and as Administrator of the Drug Enforcement Administration, from August 2001 to
January 2003. Mr. Hutchinson currently resides in Little Rock, Arkansas. He has served as the chief executive officer of
Hutchinson Group LLC, a homeland security and business consulting group, since March 2005, and as a partner in the law firm of
Venable LLP in Washington, D.C., from March 2005 to March 2006 and since January 2007. Mr. Hutchinson is also the principal
of Hutchinson Security Strategies, a consulting firm that develops comprehensive security plans for companies. Mr. Hutchinson
currently serves as a director of Fortress International Group, Inc., where he serves as a member of the compensation committee,
and also currently serves on the board of directors of SAFLINK Corporation. Mr. Hutchinson received a Bachelor of Science in
accounting from Bob Jones University and a Juris Doctor from the University of Arkansas School of Law.
   Philip A. McNeill has been a member of our board of directors since our inception. Since July 2002, Mr. McNeill has been a
manager of and investor in the SPP Mezzanine group of companies, most recently as Managing Director and the Chief Investment
Officer (since November 2003) of SPP Mezzanine Partners II, LLC, the management company of each of SPP Mezzanine Funding,
LP, SPP Mezzanine Funding IIA, LP.

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Prior to working with the SPP Mezzanine group of companies, Mr. McNeill served as Managing Director of Allied Capital
Corporation, where he was co-head of its Private Finance and Mezzanine activities and a member of its Investment Committee.
From the time of his appointment as Managing Director in June 1998 until he left Allied Capital in May 2002, the company grew
from approximately $740 million in assets to nearly $2.4 billion. Mr. McNeill joined Allied Capital directly from M&T Capital, the
Small Business Investment Company investment division of M&T Bank, where he was a Vice President of M&T Capital/M&T
Bank and an investment professional from August 1988 to August 1993. Mr. McNeill serves on the board of directors of Homeland
Security Capital Corporation (since December 2005), on the Whitman Advisory Council of the Martin J. Whitman School of
Management at Syracuse University (since April 2005) and on the board of advisors of the National Foundation for Teaching
Entrepreneurship for the Greater Washington Region (since December 1999), where he volunteers to mentor young entrepreneur
students in inner-city schools. Mr. McNeill received a Bachelor of Science in Business Administration, with concentrations in
accounting, finance, and law & public policy, from Syracuse University and a Masters in Business Administration from Harvard
Business School.
    S. Kent Rockwell has been a member of our board of directors since our inception. Mr. Rockwell is the Vice Chairman and
Vice President, Corporate Development, of Argon ST, Inc. (NASDAQ: STST), and has been a director of that company since 1987.
From 2000 until the merger of SenSyTech and Argon Engineering Associates, Inc. in the Fall of 2004, Mr. Rockwell was the Chief
Executive Officer, Chief Financial Officer and Chairman of SenSyTech. From January 1998 to June 2000, Mr. Rockwell held the
role of Vice Chairman and Chief Executive Officer of ST Research, the private company that became SenSyTech following its
merger with Daedalus Enterprises, Inc. in 1998. From November 1986 to June 1997, Mr. Rockwell served as Chairman of the
Board, Chief Executive Officer, and President of Astrotech International Corporation. Mr. Rockwell has also served as Chairman
of Rockwell Forest Products, Inc. since 1983, Chairman of Appalachian Timber Services, Inc. since 1988, and Chairman and
President of Rockwell Venture Capital, Inc. since 1983. Mr. Rockwell previously served on the board of Rockwell International,
Inc. from 1973 to 1983. Mr. Rockwell earned a Bachelor of Arts in economics from Lafayette College and attended the Wharton
School of the University of Pennsylvania.
Special Advisors
    Mark A. Frantz has been a Special Advisor to our board of directors since our inception. Mr. Frantz has been a General Partner
at RedShift Ventures since July 2006, where he is focused on software and media investments for RedShift Ventures and currently
serves on the board of directors at portfolio companies Intelliworks and TerraGo Technologies. Mr. Frantz also serves on the board
of directors at ODIN Technologies, the Northern Virginia Technology Council (NVTC) and the Commonwealth of Virginia's
Research & Technology Advisory Council (VRTAC). Mr. Frantz has also been an investor/advisor to New Media Strategies (acq.
by Meredith Corp., NYSE: ―MDP‖), Sourcefire (NASDAQ: ―FIRE‖) and Luna Innovations (Nasdaq: ―LUNA‖). From March to
July 2006, Mr. Frantz was the Managing General Partner of In-Q-Tel, the strategic venture capital affiliate of the U.S. Intelligence
Community. From January 2001 to March 2006, Mr. Frantz was with Carlyle Venture Partners, where he worked with Blackboard
(NASDAQ: ―BBBB‖), Imagitas (acq. by Pitney Bowes, NYSE: ―PBI‖), ISR Solutions (acq. by Stanley Works, NYSE: ―SWK‖),
Panasas, Grant Street Group and Secure Elements. Mr. Frantz joined Carlyle from Redleaf and prior to Redleaf, he was the
Associate to the Senior Chairman of investment bank Alex. Brown. He also served as the Associate Director in his last position at
The White House Office of Intergovernmental Affairs under President George H. W. Bush from December 1990 to January 1993
and as the economic and technology policy advisor to Pennsylvania Governor Tom Ridge from January 1995 to 1997. He holds a
Bachelor of Arts degree from Allegheny College and Juris Doctor and Master of Business Administration degrees from the
University of Pittsburgh.
    Brian C. Griffin has been a Special Advisor to our board of directors since our inception. Dr. Griffin has served since January
2006 as Chairman of the Board of Clean Energy Systems, Inc. and has served as a member of the board of directors of Homeland
Security Capital Corporation (OTC: HMSC.OB) since May 2007. Dr. Griffin served two terms as Oklahoma’s Secretary of
Environment from April 1997 to January 2003. During that time, he chaired and was a member of several committees sponsored by
the U.S. Environmental Protection Agency, the U.S. Department of Energy and the Southern States Energy Board. He was also a
member of the Biomass & Bio-Energy Research and Development Federal Advisory Committee, which was

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sponsored by the U.S. Environmental Protection Agency and the U.S. Department of Agriculture. Dr. Griffin also served as a
member of the Coal & Advanced Power Systems Committee sponsored by the U.S. Department of Energy and the Southern States
Energy Board from January 1999 to January 2003. In addition, he served as the National Chairman of the Interstate Technology
and Regulatory Council from March 2001 to October 2003. In April 2003, President Bush appointed him to serve as the Federal
Representative to the Southern States Energy Board, a position he still holds. Dr. Griffin received a Bachelor of Arts degree from
Harvard University and was selected as a Rhodes Scholar. As a Rhodes Scholar, he attended Oxford University where he received
his Master of Jurisprudence degree. He also earned a Juris Doctor degree from University of Oklahoma College of Law and a
Master of Laws degree from Southern Methodist University.
    We have no formal arrangements or agreements with these special advisors to provide any particular services to us, and they
have no fiduciary obligations to us or our stockholders. These special advisors will provide advice, introductions to potential
targets, and assistance to us, at our request, only if they are able to do so. Nevertheless, we believe that, 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.
    Mr. Frantz is an existing stockholder and Mr. Griffin is a member of Secure America Acquisition Holdings, LLC, our principal
existing stockholder. Messrs. Frantz and Griffin have agreed to waive any right to receive a liquidation distribution with respect to
their initial shares, to waive any right to exercise conversion rights with respect to any shares of our common stock owned or to be
owned by them and to vote their initial shares in accordance with the majority of the shares of common stock voted by our public
stockholders.
Number and Terms of Directors
    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 Class A directors, consisting of Philip A. McNeill, will expire at our first annual
meeting of stockholders. The term of office of the Class B directors, consisting of S. Kent Rockwell and Asa Hutchinson, will
expire at the second annual meeting. The term of office of the Class C directors, consisting of C. Thomas McMillen and Harvey L.
Weiss, will expire at the third annual meeting.
    These individuals will play a key role in identifying and evaluating prospective business combinations, 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 potential target businesses acquisition opportunities and ideas, their contacts, and their
transaction expertise should enable them to successfully identify and effect a business combination although we cannot assure you
that they will, in fact, be able to do so.
Prior Involvement of Principals in Blank Check Companies
Fortress America Acquisition Corporation
    Messrs. McMillen and Weiss, our Co-Chief Executive Officers and members of our board of directors, were also executive
officers and directors of Fortress America Acquisition Corporation, a blank check company formed in December 2004 for the
purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating
business in the homeland security industry. In addition, Asa Hutchinson, one of our directors, was a special advisor to and a
stockholder of Fortress America Acquisition Corporation. Fortress America Acquisition Corporation completed its initial public
offering in July 2005 (and over-allotment closing in August 2005) and raised gross proceeds of $46,800,000 at an offering price of
$6.00 per unit.
    On January 19, 2007, Fortress America Acquisition Corporation, or FAAC, acquired all of the outstanding membership
interests of each of VTC, L.L.C., doing business as ―Total Site Solutions,‖ and Vortech, LLC, collectively referred to as
TSS/Vortech, pursuant to a Second Amended and Restated Membership Interest Purchase Agreement dated July 31, 2006, as
amended by an Amendment to the Second Amended and Restated Membership Interest Purchase Agreement dated January 16,
2007. The closing consideration consisted of (a) $11.0 million in cash, (b) the assumption of $154,599 of debt of TSS/Vortech, (c)
3,205,128 shares of the common stock of FAAC, of which 2,534,988 shares were issued to the selling members, 67,825 shares
were issued to Evergreen Capital LLC as partial payment of certain outstanding consulting fees and

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574,000 shares were designated for issuance to employees of TSS/Vortech, and (d) $10.0 million in two convertible,
interest-bearing promissory notes of $5.0 million each. All of the 2,534,988 shares issued to the selling members were deposited in
certain escrow accounts. In addition, FAAC entered into employment agreements with each of the selling members. Approximately
74.81% of the stockholders of FAAC (excluding shares held by management) voted in favor of the acquisition of TSS/Vortech and
conversion rights were exercised by holders of 9.7% of the common stock of FAAC. However, in addition to the shares received by
Evergreen Capital LLC as described above, Evergreen Capital also received $400,000 upon closing of the acquisition for
consulting services and Business Valuation Center, Inc. received $89,708 for financial advisor services in connection with the
acquisition. No finder’s fees were paid in connection with the business combination. There was no affiliation between TSS/Vortech
and any of the officers, directors, special advisors or existing stockholders of FAAC.
    TSS/Vortech provides a single source solution for highly technical mission-critical facilities such as data centers, operation
centers, network facilities, server rooms, security operations centers, communications facilities and the infrastructure systems that
are critical to such functions. TSS/Vortech’s services include technology consulting, engineering and design management,
construction management, system installations, operations management, and facilities management and maintenance. In connection
with such acquisition, Fortress America Acquisition Corporation changed its name to Fortress International Group, Inc. Fortress
International Group’s units, common stock and warrants are listed on the NASDAQ Capital Market under the symbols FIGIU,
FIGI and FIGIW, respectively. On October 1, 2007, the closing prices of the units, common stock and warrants of Fortress
International Group, Inc., as reported by the NASDAQ Capital Market were $8.35, $5.99 and $1.25, respectively. As of the date
hereof, none of our officers and directors, in their fiduciary capacities with Fortress International Group, Inc. are considering any
business opportunities that we believe would be appropriate for us, nor will we consider any of the target businesses that were
considered by Fortress International Group, Inc. prior to its initial business combination.
    From inception to the acquisition of TSS/Vortech in January 2007, Mr. McMillen was the Chairman of the board and Mr.
Weiss was the President, Chief Executive Officer, Secretary and a director of Fortress America Acquisition Corporation. Following
the consummation of the business combination, each of Messrs. McMillen and Weiss remained with the company as vice chairman
and chairman, respectively, positions that they currently still hold. No salary was paid to either of Messrs. McMillen or Weiss for
their services to Fortress America Acquisition Corporation prior to the acquisition of TSS/Vortech. However, an affiliate of Mr.
McMillen received a $7,500 per month fee from Fortress America Acquisition Corporation for use of office space and
administrative services from the effective date of Fortress America Acquisition Corporation’s initial public offering through the
completion of the business combination (for an aggregate of $97,500). Prior to Fortress America Acquisition Corporation’s initial
public offering, Messrs. McMillen and Weiss each purchased 575,000 shares, for a purchase price of approximately $0.014 per
share. On January 19, 2007, in connection with the acquisition of TSS/Vortech, Mr. Weiss entered into an employment agreement
with Fortress International Group, Inc. whereby he agreed to serve as chairman for three years at a base salary of $200,000 per year
(subject to a minimum annual increase of 5% per year). In addition, Washington Capital Advisors, LLC, of which Mr. McMillen is
the principal equity owner and officer, entered into a consulting agreement with Fortress International Group, Inc. pursuant to
which Washington Capital Advisors, LLC will provide advisory services relating to strategic, financial, marketing and business
development matters and merger and acquisition assistance in consideration for $200,000 per year (subject to a minimum annual
increase of 5% per year).
    In addition, Mr. McMillen, our Chairman and Co-Chief Executive Officer, has held similar positions in other companies that
have completed an offering similar to this offering. Information with respect to each such blank check company, initial public
offering, business combination and Mr. McMillen’s roles with each such blank check company following the business combination
is set forth below:
Israel Tech Acquisition Corp.
    Israel Tech Acquisition Corp. completed its initial public offering of common stock and warrants in April 1994, deriving gross
proceeds of $12 million, and completed a business combination in June 1995 with Kellstrom Industries Inc. which at the time of the
business combination engaged in purchasing, refurbishing, marketing and distributing commercial jet engines and jet engine parts
for major domestic and international

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airlines. Mr. McMillen served as a director of the company after the business combination from October 1996 to November 1997.
Kellstrom Industries filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code in February 2002.
North Atlantic Acquisition Corp.
    North Atlantic Acquisition Corp.’s initial public offering of common stock and warrants was consummated in August 1997. It
completed a business combination in March 1999 with Moto Guzzi Corporation, which at the time of the business combination was
one of the world’s leading designers and manufacturers of performance and luxury motorcycles. Mr. McMillen served as secretary,
treasurer and director of North Atlantic Acquisition Corp. from October 1996 and resigned at the time of the business combination.
    With the exception of Messrs. McMillen, Weiss and Hutchinson, none of our other officers or directors has been an officer,
director, advisor or principal of a blank check company.
   We cannot assure you that we will be able to complete a business combination or that the type or the performance of the target
business, if any, will be similar to that of these or any other blank check companies.
Executive Compensation
    No executive officer has received any cash compensation for services rendered and no compensation of any kind, including
finder’s and consulting fees, will be paid to any of our existing stockholders, officers, directors, special advisors or any of their
respective affiliates. Nor will any of our existing stockholders, officers, directors, special advisors or any of their respective
affiliates receive any cash compensation for services rendered prior to or in connection with a business combination. However, all
of these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the
amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our
board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such
reimbursement is challenged. Because none of our directors may be deemed ―independent‖ for such purposes, we will generally not
have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.
    Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Homeland
Security Capital Corporation a fee of up to $7,500 per month for providing us with office space and certain office and
administrative services. This arrangement was agreed to by Homeland Security Capital Corporation, an affiliate of Mr. McMillen,
solely for our benefit and is not intended to provide Mr. McMillen compensation in lieu of a salary.
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.
    Upon consummation of this offering, Messrs. Hutchinson, Rockwell and McNeill will be our independent directors,
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. We would consider entering
into affiliated transactions only after exploring transactions with respect to unaffiliated business targets, if our board of directors
determines that a business combination with such affiliated entity would be in the best interests of our public stockholders and if 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. As of the date of this prospectus, there are no affiliated entities that we believe we
would consider as a business combination target, nor will we consider for our initial business combination any of the target
businesses that were considered by Fortress International Group, Inc. prior to its initial business combination.

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Board Committees
    Upon completion of this offering, our board of directors will have an audit committee and a nominating committee. Our board
of directors will adopt a charter for the audit committee as well as a corporate code of conduct and ethics that will govern the
conduct of our directors and officers.
Audit committee
   Upon completion of this offering, our audit committee will consist of Messrs. Hutchinson, Rockwell and McNeill. Each
member of our audit committee is financially literate under the current listing standards of the American Stock Exchange, and our
board of directors has determined that Mr. McNeill qualifies as an ―audit committee financial expert,‖ as such term is defined by
SEC rules.
    The audit committee will review the professional services and independence of our independent registered public accounting
firm and our accounts, procedures and internal controls. The audit committee will also select our independent registered public
accounting firm, review and approve the scope of the annual audit, review and evaluate with the independent public accounting
firm our annual audit and annual consolidated financial statements, review with management the status of internal accounting
controls, evaluate problem areas having a potential financial impact on us that may be brought to the committee’s attention by
management, the independent registered public accounting firm or the board of directors, and evaluate all of our public financial
reporting documents.
    In addition, the audit committee will review and approve all expense reimbursements made to our officers or directors. Any
expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with
the interested director or directors abstaining from such review and approval.
Nominating committee
    Upon completion of this offering, we will establish a nominating committee of the board of directors, which will consist of
Messrs. Hutchinson, Rockwell and McNeill, each of whom is an independent director. 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, stockholders, investment bankers and others.
Code of Conduct and Ethics
    Upon the completion of this offering, we will have adopted a code of conduct and ethics applicable to our directors and officers
in accordance with applicable federal securities laws and the rules of the American Stock Exchange.
 Conflicts of Interest
   Potential investors should be aware of the following potential conflicts of interest:
   •    None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have
        conflicts of interest in allocating management time among various business activities.
   •    In the course of their other business activities, our officers and directors may become aware of investment and business
        opportunities which may be appropriate for presentation to our company as well as the other entities with which they are
        affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be
        presented. For a complete description of our management’s other affiliations, see the previous section entitled ―Directors
        and Executive Officers‖ and later in this section.
   •    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.
   •    Since our officers and directors indirectly own shares of our common stock and founder warrants that will be released from
        escrow only if a business combination is successfully completed and indirectly own founder warrants which will expire
        worthless if a business combination is not consummated, our officers and directors, of which certain members are affiliated
        with Secure America Acquisition Holdings, LLC, our principal initial stockholder, may have a conflict of interest in
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        determining whether a particular target acquisition is appropriate to effect a business combination. The financial interests
        of Secure America Acquisition Holdings, LLC may influence their motivation in identifying and selecting a target
        acquisition, timely completing a business combination and securing the release of their stock.
   •    Other than with respect to the business combination, we have not adopted a policy that expressly prohibits our directors,
        officers, special advisors, stockholders or affiliates from having a direct or indirect pecuniary interest in any investment to
        be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy
        that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted
        by us. Accordingly, such parties may have an interest in certain transactions in which we are involved and may also
        compete with us.
   •    Certain members of our executive management may enter into consulting and employment agreements with us as part of a
        business combination, pursuant to which they may be entitled to compensation for their services. The personal and
        financial interests of our officers and directors may influence their motivation in identifying and selecting a target business
        and timely completing a business combination.

    As a result of certain other business affiliations, our officers and directors may have similar legal obligations to present 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. Some of our officers and directors have
pre-existing fiduciary obligations to other businesses of which they are officers, directors or advisors. To the extent they identify
business opportunities which may be suitable for the entities to which they owe a pre-existing fiduciary obligation, our officers and
directors will honor those fiduciary obligations. Accordingly, they may not present opportunities to us that otherwise may be
attractive to us unless the entities to which they owe a pre-existing fiduciary obligation (and any successors to such entities) have
declined to accept such opportunities.
    The following table sets forth the names of our officers and directors and their current affiliations that may present a conflict of
interest with our goals and objectives. Our officers and directors have pre-existing fiduciary obligations to all such entities listed
and they are prohibited from presenting business opportunities to us before presenting such opportunities to the entities listed.




        Officer/Director                                       Entity to Which a Pre-Existing Obligation Exists
        C. Thomas McMillen                Fortress International Group, Inc. (Vice Chairman; a holding company in the
                                          homeland security industry)
                                          Homeland Security Capital Corporation (President, Chief Executive Officer and
                                          Chairman; a holding company in the homeland security industry)
                                          Washington Capital Advisors, LLC (Chief Executive Officer, Chairman; a
                                          merchant bank specializing in middle market government contractors)
        Harvey L. Weiss                   Fortress International Group, Inc. (Vice Chairman)
                                          Vision Technologies, Inc. (director; a camera and image management provider to
                                          government and enterprise customers)
                                          Forterra Systems, Inc. (director; a software development company)
        Asa Hutchinson, Director          Hutchinson Group LLC (Chief Executive Officer; an employment consulting
                                          firm)
                                          Fortress International Group, Inc. (director)
                                          SAFLINK Corporation (director; a software development company)

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        Officer/Director                                     Entity to Which a Pre-Existing Obligation Exists
        Philip McNeill, Director        SPP Mezzanine Partners II, LLC (Managing Director and Chief Investment
                                        Officer; a management company of other investment management firms)
                                        Homeland Security Capital Corporation (director)
        S. Kent Rockwell, Director      Argon ST, Inc. (Vice Chairman and Vice President, Corporate Development; a
                                        developer of communications, intelligence, surveillance, and reconnaissance
                                        hardware systems)
                                        Rockwell Venture Capital, Inc. (Chairman and President; a venture capital firm)
   We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
   Mark Frantz and Brian Griffin do not owe us any fiduciary duty in their capacity as our special advisors.
    Additionally, our officers and directors may become principals of a future blank check company formed to acquire one or more
operating businesses, although they have no current intention of doing so. Furthermore, to the extent that any operating business in
the homeland security industry becomes a potential target business of such future blank check company, our officers and directors
must present such opportunity to us prior to presenting it to any such future blank check company. Accordingly, we believe, but
cannot assure you, that potential conflicts of interest in relation to any such future blank check company 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 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 observes these obligations.
    In connection with the vote required for any business combination, our existing stockholders have agreed to vote their shares of
common stock which were owned prior to this offering in accordance with the vote of the public stockholders owning a majority of
the shares of our common stock sold in this offering. In addition, they have agreed to waive their rights to participate in any
liquidation distribution with respect to their initial shares. Any common stock acquired by our existing stockholders, officers or
directors in the offering or aftermarket will be considered part of the holdings of the public stockholders. However, our existing
stockholders and our officers and directors have agreed that if they acquire shares of our common stock in this offering or in the
aftermarket, they will vote all such shares in favor of our initial business combination. Except with respect to the conversion rights
afforded to public stockholders and their obligation to vote such shares in favor of our initial business combination, our existing
stockholders, officers and directors will have the same rights as other public stockholders with respect to shares of our common
stock acquired in this offering or in the aftermarket.
    To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity
which is affiliated with our existing stockholders unless we have first explored transactions with respect to unaffiliated business
targets, our board of directors has determined that such a business combination would be in the best interests of our public
stockholders, and we obtain an opinion from an independent investment banking firm, which may or may not be a member of
FINRA, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We currently do not
anticipate entering into our initial business combination with an entity affiliated with any of our existing stockholders. Furthermore,
in no event will any of our existing officers, directors, stockholders or special 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 our initial business combination.

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                                                 PRINCIPAL STOCKHOLDERS
    The following table sets forth information regarding the beneficial ownership of our common stock as of August 31, 2007, and
as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, 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.




                                                                                            Approximate Percentage of
                                                                                            Outstanding Common Stock
        Name and Address of Beneficial Owner (1)            Amount and             Before Offering and      After Offering and
                                                         Nature of Beneficial       Private Placement       Private Placement
                                                             Ownership
        Secure America Acquisition Holdings,                     2,360,000                  94.4 %                  18.9 %
           LLC (2)
        Philip A. McNeill (3)                                    2,390,000                  95.6 %                  19.1 %
        S. Kent Rockwell (4)                                     2,390,000                  95.6 %                  19.1 %
        C. Thomas McMillen (5)                                   1,327,808                  53.1 %                  10.6 %
        Harvey L. Weiss (6)                                        340,492                  14.4 %                   2.7 %
        Asa Hutchinson                                              50,000                   2.0 %                     *
        Mark A. Frantz                                              20,000                     *                       *
        James E. Maurer (7)                                         52,500                   2.1 %                     *
        Homeland Security Capital Corporation                      325,000                  13.0 %                   2.6 %
           (8)

        Brian C. Griffin (9)                                        35,000                   1.4 %                     *
        Michael T. Brigante (10)                                    82,500                   3.3 %                     *
        All of our officers and directors as a                   2,500,000                 100.0 %                  20.0 %
          group
          (6 individuals)
(1) Unless otherwise indicated, the primary business address of each beneficial owner is 1005 North Glebe Road, Suite 550,
    Arlington, Virginia, 22201.
(2) Secure America Acquisition Holdings, LLC is the record holder of 2,360,000 shares of our common stock. Secure America
    Acquisition Holdings, LLC serves solely as a holding company with respect to our securities and has no operations. The
    membership interests of Secure America Acquisition Holdings, LLC are held as follows: C. Thomas McMillen (50.75%);
    Harvey L. Weiss (13.93%); Homeland Security Capital Corporation (13.77%); S. Kent Rockwell (10.59%); Michael Brigante
    (3.51%); James Maurer (2.22%); Philip A. McNeill (3.18%); Brian Griffin (1.06%) and Secure America Holdings, LLC (1%).
    Under the terms of a proxy agreement with the managing member, Secure America Holdings, LLC, Messrs. McNeill and
    Rockwell share voting and investment power with respect to all 2,360,000 shares of common stock held by Secure America
    Acquisition Holdings, LLC, although each of Messrs. McNeill and Rockwell disclaim beneficial ownership of such shares
    except to the extent of their respective pecuniary interests. The beneficial ownership reflected in this table does not include
    1,525,000 shares of common stock issuable upon exercise of founder warrants that are not exercisable and will not become
    exercisable within 60 days.
(3) Mr. McNeill is one of our independent directors. Reflects 2,360,000 shares of common stock owned by Secure America
    Acquisition Holdings, LLC and 30,000 shares of common stock owned by Mr. McNeill. Mr. McNeill shares voting and
    investment power with Mr. Rockwell with respect to all 2,360,000 shares held of record by Secure America Acquisition
    Holdings, LLC through a proxy agreement with its managing member, Secure America Holdings, LLC. Mr. McNeill disclaims
    beneficial ownership of all such shares held of record by Secure America Acquisition Holdings, LLC except to the extent of
    his pecuniary interests.

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(4) Mr. Rockwell is one of our independent directors. Reflects 2,360,000 shares of common stock owned by Secure America
    Acquisition Holdings, LLC and 30,000 shares of common stock owned by Mr. Rockwell. Mr. Rockwell shares voting and
    investment power with Mr. McNeill with respect to all 2,360,000 shares held of record by Secure America Acquisition
    Holdings, LLC through a proxy agreement with its managing member, Secure America Holdings, LLC. Mr. Rockwell
    disclaims beneficial ownership of all such shares held of record by Secure America Acquisition Holdings, LLC except to the
    extent of his pecuniary interests.
(5) Mr. McMillen is our Chairman and Co-Chief Executive Officer. Mr. McMillen owns 56.26% of the membership interests of
    Secure America Acquisition Holdings, LLC, which includes 118,300 shares deemed to be beneficially owned by Mr.
    McMillen through his 36.4% ownership in Homeland Security Capital Corporation which includes 11,800 shares deemed to be
    beneficially owned by Mr. McMillen through his 50% ownership of Secure America Holdings, LLC, the managing member of
    Secure America Acquisition Holdings, LLC.
(6) Mr. Weiss is our Co-Chief Executive Officer. Mr. Weiss owns 14.4% of the membership interests of Secure America
    Acquisition Holdings, LLC, which includes 11,800 shares deemed to be beneficially owned by Mr. Weiss through his 50%
    ownership of Secure America Holdings, LLC, the managing member of Secure America Acquisition Holdings, LLC.
(7) Mr. Maurer is our Chief Financial Officer and Secretary. Reflects the ownership by Mr. Maurer of 2.2% of the membership
    interests of Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock.
    Of his 40,000 membership interests in Secure America Acquisition Holdings, LLC, 50% shall vest after one year and 50%
    shall vest upon consummation of our initial business combination, provided Mr. Maurer is still engaged as a consultant with
    Secure America Acquisition Holdings, LLC. Accordingly, Mr. Maurer may be deemed to own beneficially 52,500 shares of
    our common stock. However, as noted in footnotes (3) and (4) above, Messrs. McNeill and Rockwell share voting and
    investment power with respect to all 2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
    All unvested interests shall revert back to Secure America Acquisition Holdings, LLC.
(8) Reflects the ownership by Homeland Security Capital Corporation of 13.8% of the membership interests of Secure America
    Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock. Accordingly, Homeland
    Security Capital Corporation may be deemed to own beneficially 325,000 shares of our common stock. However, as noted in
    footnotes (3) and (4) above, Messrs. McNeill and Rockwell share voting and investment power with respect to all 2,360,000
    shares of common stock held by Secure America Acquisition Holdings, LLC.
(9) Reflects the ownership by Dr. Griffin of 10,000 shares of our common stock as well as 1.1% of the membership interests of
    Secure America Acquisition Holdings, LLC, which is the record holder of 2,360,000 shares of our common stock.
    Accordingly, Dr. Griffin may be deemed to own beneficially an additional 25,000 shares of our common stock. However, as
    noted in footnotes (3) and (4) above, Messrs. McNeill and Rockwell share voting and investment power with respect to all
    2,360,000 shares of common stock held by Secure America Acquisition Holdings, LLC.
(10) Reflects the ownership by Mr. Brigante of 3.5% of the membership interests of Secure America Acquisition Holdings, LLC,
     which is the record holder of 2,360,000 shares of our common stock. Accordingly, Mr. Brigante may be deemed to own
     82,500 shares of our common stock. Of 45,000 of his membership interests in Secure America Acquisition Holdings, LLC,
     50% shall vest after one year and 50% shall vest upon consummation of our initial business combination, provided Mr.
     Brigante is still employed or affiliated with Homeland Security Capital Corporation. However, as noted in footnotes (3) and
     (4) above, Messrs. McNeill and Rockwell share voting and investment power with respect to all 2,360,000 shares of common
     stock held by Secure America Acquisition Holdings, LLC. All unvested interests shall revert back to Secure America
     Acquisition Holdings, LLC.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McNeill and
Rockwell, has agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or
founder warrants, at a purchase price of $1.00 per warrant, exercisable for common stock at a per-share price of $6.00. If we do not
complete a business combination that meets the criteria described in this prospectus, then the gross proceeds from the private
placement will become part of the liquidating distribution to our public stockholders. The founder warrants will be identical to the
warrants offered in this offering, except that (i) the founder warrants are not subject to redemption so long as they are held by
Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the

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founder warrants may be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be
exercised on a cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder warrants will receive
unregistered shares of our common stock, and (iv) subject to certain limited exceptions, the founder warrants are not transferable
until they are released from escrow, as described below, which would only be after the consummation of our initial business
combination.
    The founder warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as escrow
agent, and will not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days after the
consummation of our initial business combination. In no event will the founder warrants be released from escrow prior to the
consummation of our initial business combination. The purchase price of these founder warrants will be added to the amount to be
held in the trust account pending the completion of our initial business combination. The private placement will result in an
aggregate of $1,525,000 in net proceeds to us. Prior to their release from escrow, the founder warrants may be transferred (i) to
persons or entities controlling, controlled by, or under common control with Secure America Acquisition Holdings, LLC, or to any
stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts of permitted assignees for estate
planning purposes, or upon the death of any such person, to an estate or beneficiaries of permitted assignees; in each case, such
transferees will be subject to the same transfer restrictions until after we complete our initial business combination.
    Immediately after this offering, our existing stockholders, which include several of our officers and directors, will own an
aggregate of 20% of the then issued and outstanding shares of our common stock, of which 2,360,000 shares may be deemed to be
beneficially owned through their ownership of membership interests in Secure America Acquisition Holdings, LLC (which is the
record owner of such shares), and an aggregate of 140,000 shares will be owned directly by Messrs. Frantz, Griffin, Hutchinson,
McNeill and Rockwell (assuming none of them purchase any units offered by this prospectus). 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 a
business combination. None of our existing stockholders, officers and directors has indicated to us any intent to purchase our
securities in the offering.
    All of the shares of our common stock outstanding prior to the date of this offering and all of the founder warrants will be
placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent. The founder warrants will not be released
from escrow until after the consummation of a business combination. The shares of common stock held in escrow will not be
released until the earliest of:
   •    the expiration of one year after a business combination is completed;
   •    our liquidation; and
   •    the consummation of a 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 subsequent to
        the consummation of our initial business combination.
    During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to persons or
entities controlling, controlled by, or under common control with such person or entity, or to any stockholder, member, partner or
limited partner of such person or entity, or (ii) to family members and trusts of permitted assignees for estate planning purposes, or
upon the death of any such person, to an estate or beneficiaries of permitted assignees; in each case, such transferee will be subject
to the same transfer restrictions as our existing stockholders until after we complete our initial business combination. Any shares
held by these transferees would remain subject to the stock escrow agreement. 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, our
existing stockholders will not receive any portion of the liquidation proceeds with respect to common stock they own prior to the
date of this prospectus.
   We consider Messrs. McMillen and Weiss and Secure America Acquisition Holdings, LLC to be our ―parents‖ and
―promoters,‖ as these terms are defined under the federal securities laws.

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                                                 CERTAIN TRANSACTIONS
    In May 2007, we issued an aggregate of 2,500,000 shares of our common stock to Secure America Acquisition Holdings, LLC,
an entity controlled by Messrs. McNeill and Rockwell, members of our board of directors, and certain other members of our
management for $25,000 in cash, at a purchase price of $0.01 per share.
    If the underwriters determine the size of the offering should be increased or decreased, a stock dividend or a contribution back
to capital, as applicable, would be effected in order to maintain our existing stockholders’ ownership at a percentage of the number
of shares to be sold in this offering.
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McNeill and
Rockwell, has agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or
founder warrants, at a purchase price of $1.00 per warrant. Each founder warrant purchased in the private placement entitles the
holder to purchase one share of our common stock at a purchase price of $6.00 per share. In the absence of an active trading market
for our securities, the $1.00 purchase price for the founder warrants was determined jointly by the underwriters and us after
reviewing and discussing comparable transactions. No other financial or quantitative analyses were used in determining the
purchase price. The purchase price of these founder warrants will be added to the amount to be held in the trust account pending the
completion of our initial business combination. The private placement will result in an aggregate of $1,525,000 in net proceeds to
us. If we do not complete one or more business combinations that meet the criteria described in this prospectus, then the $1,525,000
of proceeds from the sale of founder warrants will become part of the amount payable to our public stockholders. upon our
dissolution and the subsequent liquidation of the trust account and the founder warrants will expire worthless. Similarly, this
purchase price will become part of any conversion amount paid to converting stockholders.
    The founder warrants will be identical to the warrants offered in this offering, except that (i) the founder warrants are not
subject to redemption so long as they are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii)
the founder warrants may be exercised on a cashless basis while the warrants included in the units sold in this offering cannot be
exercised on a cashless basis, (iii) upon an exercise of the founder warrants, the holders of the founder warrants will receive
unregistered shares of our common stock, and (iv) subject to certain limited exceptions, the founder warrants are not transferable
until they are released from escrow, as described below, which would only be after the consummation of a business combination.
The founder warrants will be differentiated from warrants sold in this offering through legends contained on the certificates
representing the founder warrants indicating the restrictions and rights specifically applicable to such founder warrants as described
in this prospectus.
    Further, the holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, the founder
warrants and the shares of common stock issuable upon exercise of the founder warrants will be entitled to registration rights
pursuant to an agreement to be entered into on or before the effective date of this prospectus. The holders of a majority-in-interest
of these securities are entitled to make up to two demands that we register the initial shares, the founder warrants and the shares of
common stock issuable upon exercise of such founder warrants and also have ―piggy-back‖ registration rights to participate in other
registrations filed subsequent to such date. We will bear the expenses incurred in connection with any such registration statements
other than underwriting discounts or commissions for securities not sold by us.
    Commencing on the effective date of this prospectus through the acquisition of a target business, we will pay Homeland
Security Capital Corporation a fee of up to $7,500 per month for providing us with office space and certain office and
administrative services. This arrangement was agreed to by Homeland Security Capital Corporation, an affiliate of Mr. McMillen,
solely for our benefit and is not intended to provide Mr. McMillen with compensation in lieu of a salary. We believe that such fees
are at least as favorable to us 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. Upon completion of a business
combination or our liquidation, we will no longer be required to pay these monthly fees.
    Secure America Acquisition Holdings, LLC has advanced us $150,000 as of the date of this prospectus to cover expenses
related to this offering. Such loan will be payable without interest on the earlier of June 4, 2008 or the consummation of this
offering.

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    We will reimburse our officers, directors and existing stockholders for any out-of-pocket business expenses incurred by them in
connection with certain activities on our behalf such as identifying and investigating possible target businesses and business
combinations. Subject to availability of proceeds not placed in the trust account, there is no limit on the amount of accountable
out-of-pocket expenses reimbursable by us.
    Other than reimbursable out-of-pocket expenses payable to our officers and directors and the general and administrative
services arrangement with Homeland Security Capital Corporation, no compensation or fees of any kind, including finders’ and
consulting fees, will be paid to any of our existing stockholders, officers or directors who owned shares of our common stock prior
to this offering, or to any of their respective affiliates, for services rendered to us prior to or with respect to our initial business
combination.
    All ongoing and future transactions between us and any of our officers, directors and existing stockholders or their respective
affiliates, including loans by our officers, directors and existing stockholders, will be on terms believed by us to be no less
favorable to us than are available from unaffiliated third parties, and such transactions or loans, including any forgiveness of loans,
will require prior approval in each instance by a majority of our uninterested, ―independent‖ directors or the members of our board
of directors who do not have an interest in the transaction, in either case who have access, at our expense, to our attorneys or
independent legal counsel.

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                                                 DESCRIPTION OF SECURITIES
General
    We are authorized, as of the date of this prospectus, to issue 20,000,000 shares of common stock, par value $0.0001, and
1,000,000 shares of preferred stock, par value $0.0001. Upon consummation of this offering, we will be authorized to issue
50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date
of this prospectus, 2,500,000 shares of common stock are outstanding, held by six record holders. No shares of preferred stock are
currently outstanding.
Units
    Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of
common stock. Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus
unless the representative of the underwriters determines that an earlier date is acceptable.
     In no event will the representative of the underwriters 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 and the underwriters’ over-allotment option has
either expired or been exercised. We will file a Current Report on Form 8-K, including an audited balance sheet, promptly after the
consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. The audited
balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is
exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will
file an additional Current Report on Form 8-K including updated financial information to reflect the exercise of the over-allotment
option. Although we will not distribute copies of the Current Report on Form 8-K to individual unit holders, the Current Report on
Form 8-K will be available on the SEC’s website at http://www.sec.gov after the filing.
Common Stock
    Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. In
connection with the vote required for 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 public stockholders. Any common stock acquired by our existing stockholders, officers or
directors in the offering or aftermarket will be considered part of the holdings of the public stockholders. However, our existing
stockholders and our officers and directors have also agreed that if they acquire shares of our common stock in this offering or in
the aftermarket, they will vote all such shares in favor of our initial business combination. Except with respect to the conversion
rights afforded to public stockholders and their obligation to vote such shares in favor of our initial business combination, our
existing stockholders, officers and directors will have the same rights as other public stockholders with respect to shares of our
common stock that they acquire in this offering or in the aftermarket.
   Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McNeill and
Rockwell, has also agreed to waive its rights to participate in any liquidation occurring upon our failure to consummate a business
combination, but only with respect to those shares of common stock acquired by it prior to this offering.
    We will proceed with the business combination only if a majority of the shares of common stock voted by the public
stockholders are voted in favor of the business combination and public stockholders owning less than 30% of the shares sold in this
offering exercise their conversion rights discussed below.
    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 voted 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 after the consummation of this offering], our

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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 account, 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 redemption, 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 for cash equal to their pro rata share of the trust account if they vote against our initial business combination and the
business combination is approved and completed. Public stockholders who redeem their stock into their pro rata share of the trust
account still have the right to exercise the warrants that they received as part of the units, which they have not previously sold.
    The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus will be entitled to
registration rights pursuant to an agreement to be entered into prior to or on the effective date of this prospectus. The holders of a
majority-in-interest of such shares of common stock (and the founder warrants and shares of common stock issuable upon exercise
of the founder warrants, as described below) are entitled to make up to two demands that we register such securities and also have
―piggy-back‖ registration rights to participate in other registrations filed subsequent to such date. We will bear the expenses
incurred in connection with any such registration statements other than underwriting discounts or commissions for securities not
sold by us.
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 directors. No shares of preferred stock
are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or
other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination,
from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with
the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In
addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us.
Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the
future.
Warrants
Warrants issued as part of this offering
    Each warrant issued in this offering entitles the registered holder to purchase one share of our common stock at a price of $6.00
per share, subject to adjustment as discussed below, at any time commencing on the later of:
   •    the completion of our initial business combination; or
   •    one year after the date of this prospectus.




    The warrants will expire on [                                                           ], 2011 [the fourth anniversary of the date
of this prospectus] at 5:00 p.m., New York City time.
     Each of the common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the
representative of the underwriters determines that an earlier date is acceptable. In no event will the representative of the
underwriters 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 and the underwriters’ over-allotment option has either expired or been exercised. We will file
a Current Report on Form 8-K, including an audited balance sheet, promptly after the consummation of this offering, which is
anticipated to take place three business days after the date of this prospectus. The audited balance sheet will include proceeds we
receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 8-K.
If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an additional Current Report on Form
8-K including updated financial information to reflect the exercise of the over-allotment option. Although we

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will not distribute copies of the Current Report on Form 8-K to individual unit holders, the Current Report on Form 8-K will be
available on the SEC’s website at http://www.sec.gov after the filing.
   We may call the warrants for redemption at any time beginning one year after the completion of an initial business
combination:
   •    in whole and not in part;
   •    at a price of $0.01 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, after the expiration of one year after the completion of a business combination, the reported last sale price of
        the common stock equals or exceeds $11.50 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.
We will not redeem the warrants unless we have an effective registration statement covering the shares of common stock issuable
upon exercise of the warrants and a current prospectus is available throughout the 30-day notice of redemption period.
    We have established these criteria to provide warrant holders with a reasonable premium to the initial warrant exercise price as
well as a reasonable cushion against a negative market reaction, if any, to our redemption call. If the foregoing conditions are
satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise his or her warrant prior to
the date scheduled for redemption, however, there can be no assurance that the price of the common stock will exceed the call
trigger price or the warrant exercise price after the redemption call is made.
    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 exercise price.
   The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the
warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
    No warrants 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.

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    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.
Founder warrants
    Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs. McNeill and
Rockwell, has agreed to purchase, in a private placement that will occur immediately prior to this offering, 1,525,000 warrants, or
founder warrants, at a purchase price of $1.00 per warrant, exercisable for common stock at a per-share price of $6.00. If we do not
complete a business combination that meets the criteria described in this prospectus, then the gross proceeds from the private
placement will become part of the liquidating distribution to our public stockholders. The founder warrants will be identical to the
warrants offered in this offering, except that (i) the founder warrants are not subject to redemption so long as the founder warrants
are held by Secure America Acquisition Holdings, LLC or one of its existing members, (ii) the founder warrants may be exercised
on a cashless basis while the warrants included in the units sold in this offering cannot be exercised on a cashless basis, (iii) upon
an exercise of the founder warrants, the holders of the founder warrants will receive unregistered shares of our common stock, and
(iv) subject to certain limited exceptions, the founder warrants are not transferable until they are released from escrow, as described
below, which would only be after the consummation of our initial business combination.
    The founder warrants, unlike the warrants included in the units being offered in this offering, may be exercised on a cashless
basis. Exercises on a cashless basis enable the holder to convert the value in the warrant (the fair market value of the common stock
minus the exercise price of the warrant) into shares of common stock.
    Further, Secure America Acquisition Holdings, LLC and its permitted transferees are entitled to registration rights with respect
to the founder warrants and the shares of common stock issuable upon exercise of the founder warrants pursuant to the terms of an
agreement to be entered into on or before the effective date of this prospectus in connection with the private placement. The holders
of a majority-in-interest of such founder warrants (and the shares of common stock issuable upon exercise of the founder warrants
and issued and outstanding prior this offering, as described above) are entitled to make up to two demands that we register such
securities and also have ―piggy-back‖ registration rights to participate in other registrations filed subsequent to such date. We will
bear the expenses incurred in connection with any such registration statements other than underwriting discounts or commissions
for securities not sold by us.
    Prior to their release from escrow, the founder warrants are not transferable except (i) to persons or entities controlling,
controlled by, or under common control with Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner
or limited partner of such entity, or (ii) to family members and trusts of permitted assignees for estate planning purposes, or upon
the death of any such person, to an estate or beneficiaries of permitted assignees; in each case, such transferees will be subject to
the same transfer restrictions as Secure America Acquisition Holdings, LLC until after we complete our initial business
combination. The founder warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as
escrow agent, and will not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days
after the consummation of our initial business combination. In no event will the founder warrants be released from escrow prior to
the consummation of our initial business combination.
    With those exceptions, the founder warrants have terms and provisions that are identical to those of the warrants included in the
units offered pursuant to this prospectus.
Dividends
   We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a
business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our
board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.

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Our Transfer Agent and Warrant Agent
   The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, New
York, New York.
Shares Eligible for Future Sale
     Immediately after this offering, we will have 12,500,000 shares of common stock outstanding, or 14,000,000 shares if the
underwriters’ over-allotment option is exercised in full. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000
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 2,500,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a
public offering. None of those will be eligible for sale under Rule 144 prior to one year after the date of issuance. Notwithstanding
this restriction, all such shares have been placed in escrow and will not be transferable until the expiration of one year from our
initial business combination subject to certain limited exceptions, and will only be released prior to that date if we are forced to
dissolve and liquidate, in which case the shares would be destroyed, or if we were to consummate a transaction after the
consummation of a business combination which results in 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 125,000 shares immediately after this
        offering (or 140,000, if the underwriters exercise their over-allotment option 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 by the availability of current
public information about us.
Rule 144(k)
    Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three
months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including
the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144.
SEC Position on Rule 144 Sales
    The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after a business combination, would act as an ―underwriter‖ under the Securities Act when reselling the securities of that blank
check company. Accordingly, Rule 144 may not be available for the resale of those securities despite technical compliance with the
requirements of Rule 144, in which event the resale transactions would need to be made through a registered offering.
Registration Rights
    The holders of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus, the founder
warrants, and the shares of common stock issuable upon exercise of the founder warrants will be entitled to registration rights
pursuant to an agreement to be signed on or before the effective date of this prospectus. The holders of these securities are entitled
to make up to two demands that we register the initial shares, the founder warrants and the shares of common stock issuable upon
exercise of such founder warrants and also have ―piggy-back‖ registration rights to participate in other registrations filed
subsequent to such date. We will bear the expenses incurred in connection with any such registration statements other than
underwriting discounts or commissions for securities not sold by us.

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                       UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
    The following is a general discussion of material United States federal income and estate tax consequences of the acquisition,
ownership, and disposition of our units, common stock, and warrants, which we refer to collectively as our securities, purchased
pursuant to this offering. This discussion assumes that holders will hold our securities issued pursuant to this offering as capital
assets within the meaning of the Internal Revenue Code of 1986, as amended (the ―Code‖). This discussion does not address all
aspects of United States federal taxation that may be relevant to a particular investor in light of the investor’s individual investment
or tax circumstances. In addition, this discussion does not address (a) federal non-income tax laws, such as federal gift or estate tax
laws, except to the limited extent that estate tax laws are expressly discussed below, (b) state, local or non-U.S. tax consequences,
(c) the special tax rules that may apply to certain investors, including without limitation, banks, insurance companies, financial
institutions, broker-dealers, taxpayers who have elected mark-to-market accounting, taxpayers that are subject to the alternative
minimum tax, tax-exempt entities, governments or agencies or instrumentalities thereof, regulated investment companies, real
estate investment trusts, S corporations, taxpayers whose functional currency is not the U.S. dollar, or United States expatriates or
former long-term residents of the United States, persons owning ten percent or more of our voting stock, or persons acquiring our
securities in consideration for services, or (d) the special tax rules that may apply to an investor that acquires, holds, or disposes of
our securities as part of a straddle, hedge, constructive sale, or conversion transaction or other integrated investment. Additionally,
the discussion does not consider the tax treatment of partnerships (and other entities treated as partnerships for U.S. federal income
tax purposes) or other pass-through entities or persons who hold our securities through such entities.
    This discussion is based on current provisions of the Code, final, temporary and proposed United States Treasury regulations,
judicial opinions, and published positions of the Internal Revenue Service, or IRS, all as in effect on the date hereof and all of
which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought, and will not seek, any
ruling from the IRS or any opinion of counsel with respect to the tax consequences discussed herein, and there can be no assurance
that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would
not be sustained.
    As used in this discussion, the term ―U.S. person‖ means a person that is, for United States federal income tax purposes (i) an
individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal
income tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof or the
District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source,
or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and
one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to
be treated as a U.S. person. As used in this prospectus, the term ―U.S. holder‖ means a beneficial owner of our securities that is a
U.S. person and the term ―non-U.S. holder‖ means a beneficial owner of our securities (other than a partnership or other entity
treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S. person.
    The tax treatment of a partnership and each partner thereof will generally depend upon the status and activities of the
partnership and such partner. A beneficial owner of our securities that is treated as a partnership for U.S. federal income tax
purposes should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners of
the purchase, ownership and disposition of our securities.
    This discussion is only a summary of material United States federal income and estate tax consequences of the acquisition,
ownership and disposition of our securities. Investors are urged to consult their own tax advisors with respect to the particular tax
consequences to them of the acquisition, ownership and disposition of our securities, including the effect of any federal tax laws
other than income and estate tax laws, any state, local, or foreign tax laws and any applicable tax treaty.
General
   There is no authority addressing the treatment, for United States federal income tax purposes, of securities with terms
substantially the same as the units, and, therefore, such treatment is not entirely clear. Each

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unit should be treated for federal income tax purposes as an investment unit consisting of one share of our common stock and a
warrant to acquire one share of our common stock. Each holder of a unit must allocate the purchase price paid by such holder for
such unit between the share of common stock and the warrant based on their respective relative fair market values. A holder’s
initial tax basis in the common stock and the warrant included in each unit should equal the portion of the purchase price of the unit
allocated thereto.
    The treatment of the units described above and a holder’s purchase price allocation are not, however, binding on the IRS or the
courts. Due to the absence of authorities that directly address instruments that are similar to the units, no assurance can be given
that the IRS or the courts will agree with the characterization described above or the discussion below, although we believe this
discussion describes the proper tax treatment of the units. Accordingly, prospective investors are urged to consult their tax advisors
regarding the United States federal tax consequences of an investment in a unit (including alternative characterizations of a unit)
and with respect to any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Unless otherwise
stated, the following discussions are based on the assumption that the treatment described above is accepted for United States
federal tax purposes.
Tax Consequences of an Investment in Our Common Stock
Dividends and Distributions
    If we pay cash distributions to holders of shares of our common stock, such distributions generally will constitute dividends for
United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined
under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will
constitute a return of capital that will be applied against and will reduce (but not below zero) the holder’s adjusted tax basis in our
common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will
be treated as described under ― — Gain or Loss on Sale, Exchange or Other Taxable Disposition of Common Stock‖ below.
    Any dividends we pay to a U.S. holder that is a taxable C-corporation generally will qualify for the dividends received
deduction if the requisite holding period is satisfied. With certain exceptions (including but not limited to dividends treated as
investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are
met, qualified dividends received by a non-corporate U.S. holder generally will be subject to tax at the maximum tax rate accorded
to long-term capital gains for tax years beginning on or before December 31, 2010, after which the rate applicable to dividends is
scheduled to return to the tax rate generally applicable to ordinary income.
    There is substantial uncertainty, however, as to whether the conversion rights with respect to the common stock, described
above under ―Proposed Business — Effecting a Business Combination — Conversion Rights‖, may prevent a U.S. holder from
satisfying the applicable holding period requirements with respect to the dividends received deduction or the reduced tax rate for
qualified dividends, as the case may be.
    Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business
in the United States generally will be subject to withholding of United States federal income tax at the rate of 30% or such lower
rate as may be specified by an applicable income tax treaty. A non-U.S. holder who wishes to claim the benefit of an applicable
income tax treaty withholding rate and avoid backup withholding, as discussed below, for dividends will be required to (a)
complete IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that such holder is not a United
States person as defined under the Code and is eligible for the benefits of the applicable income tax treaty or (b) if our common
stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury
regulations. These forms must be updated under certain circumstances. Non-U.S. holders should consult their tax advisors
regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty
(including, without limitation, the need to obtain a United States taxpayer identification number).
   Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States, and, if
provided in an applicable income tax treaty, that are attributable to a permanent establishment or fixed base maintained by the
non-U.S. holder in the United States, are not subject to the United

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States withholding tax, but instead are subject to United States federal income tax on a net income basis at generally applicable
United States federal income tax rates. Certain certification and disclosure requirements must be complied with for effectively
connected income or income attributable to a permanent establishment or fixed base to be exempt from withholding. Any
effectively connected dividends (attributable, if applicable, to a permanent establishment) received by a non-U.S. holder that is
treated as a foreign corporation for United States federal income tax purposes may be subject to an additional ―branch profits tax‖
at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty.
    A non-U.S. holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Gain or Loss on Sale, Exchange or Other Taxable Disposition of Common Stock
   In general, a U.S. holder must treat any gain or loss recognized upon a sale, exchange or other taxable disposition of our
common stock (which would include receipt of a distribution in liquidation in the event we do not consummate a business
combination within the required timeframe) as capital gain or loss (which will be long-term capital gain or loss if the U.S. holder
has held the common stock for more than one year). There is substantial uncertainty, however, as to whether the conversion rights
with respect to the common stock, described above under ―Proposed Business — Effecting a Business Combination — Conversion
Rights‖, may prevent a U.S. holder from satisfying the applicable holding period requirements. In general, a U.S. holder will
recognize gain or loss in an amount equal to the difference between the sum of the amount of cash and the fair market value of any
property received in such disposition (or, if the common stock is held as part of a unit at the time of disposition of the unit, the
portion of the amount realized on such disposition that is allocated to the common stock based upon the then fair market values of
the common stock and the warrant included in the unit) and the U.S. holder’s adjusted tax basis in the common stock so disposed
of. A U.S. holder’s adjusted tax basis in the common stock generally will equal the U.S. holder’s acquisition cost (that is, as
discussed above, the portion of the purchase price of the units allocated to that common stock) less any prior return of capital.
Long-term capital gain realized by a non-corporate U.S. holder generally will be subject to a reduced maximum tax rate of 15
percent for tax years beginning on or before December 31, 2010, after which the maximum long-term capital gains tax rate is
scheduled to return to 20 percent. The deduction of capital losses is subject to limitations, as is the deduction for losses realized
upon a taxable disposition by a U.S. holder of our common stock (whether or not held as part of a unit) if, within 30 days before or
after the date of such disposition, such U.S. holder has acquired (by purchase or by an exchange on which the entire amount of gain
or loss was recognized by law), or has entered into a contract or option so to acquire, substantially identical stock or securities.
    Any gain realized by a non-U.S. holder upon a sale, exchange or other taxable disposition of our common stock (whether or not
held as part of a unit at the time of the sale, exchange, or other taxable disposition) generally will not be subject to United States
federal income or withholding tax unless: (i) the gain is effectively connected with a trade or business of the non-U.S. holder in the
United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or
fixed base of the non-U.S. holder), (ii) the non-U.S. holder is an individual who is present in the United States for 183 days or more
in the taxable year of that disposition, and certain other conditions are met, or (iii) we are or have been a ―United States real
property holding corporation‖ for United States federal income tax purposes at any time during the shorter of the five-year period
ending on the date of disposition or the period that the non-U.S. holder held the common stock, and, in the case where the shares of
our common stock are regularly traded on an established securities market, the non-U.S. holder owns, or is treated as owning, more
than five percent of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an
established securities market for this purpose.
    A non-U.S. holder described in clause (i) of the preceding sentence will be subject to tax on the net gain derived from the
disposition at regular United States federal income tax rates, and, in the case of a foreign corporation, may be subject to an
additional branch profits tax at a 30% rate or at such lower rate as may be specified by an applicable income tax treaty. An
individual non-U.S. holder described in clause (ii) of such

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sentence will be subject to a flat 30 percent tax on the gain derived from the disposition, which may be offset by United States
source capital losses, even though the individual is not considered a resident of the United States.
     We currently are not a ―United States real property holding corporation‖. Moreover, we cannot yet determine whether we will
be a ―United States real property holding corporation‖ for United States federal income tax purposes, and will be unable to do so
until we effect a business combination. A corporation is a ―United States real property holding corporation‖ if the fair market value
of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property
interests plus its other assets used or held for use in a trade or business. There can be no assurance that we will not become a United
States real property holding corporation in the future.
Conversion of Common Stock
    In the event that a holder converts common stock into a right to receive cash pursuant to the exercise of a conversion right, the
transaction will be treated for U.S. federal income tax purposes as a redemption of the common stock. If the conversion qualifies as
a sale of common stock by a holder under Section 302 of the Code, the holder will be treated as described under ― — Gain or Loss
on Sale, Exchange or Other Taxable Disposition of Common Stock‖ above. If the conversion does not qualify as a sale of common
stock under Section 302, a holder will be treated as receiving a corporate distribution with the tax consequences described below.
Whether the conversion qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by
the holder (including any common stock constructively owned by the holder as a result of, among other things, owning warrants).
The conversion of common stock generally will be treated as a sale or exchange of the common stock (rather than as a corporate
distribution) if the receipt of cash upon the conversion (1) is ―substantially disproportionate‖ with respect to the holder, (2) results
in a ―complete termination‖ of the holder’s interest in us or (3) is ―not essentially equivalent to a dividend‖ with respect to the
holder. These tests are explained more fully below.
   In determining whether any of the foregoing tests is satisfied, a holder takes into account not only stock actually owned by the
holder, but also shares of our stock that are constructively owned by it. A holder may constructively own, in addition to stock
owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in
such holder, as well as any stock the holder has a right to acquire by exercise of an option, which would generally include common
stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test: (1)
the percentage of our outstanding voting stock actually and constructively owned by the holder immediately following the
conversion of common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding voting
stock actually and constructively owned by the holder immediately before the conversion, and (2) immediately after the conversion,
the holder actually or constructively owns less than 50% of our voting stock. There will be a complete termination of a holder’s
interest if either (1) all of the shares of our stock actually and constructively owned by the holder are converted or (2) all of the
shares of our stock actually owned by the holder are converted and the holder is eligible to waive, and effectively waives in
accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively
own any other shares of our stock. The conversion of the common stock will not be essentially equivalent to a dividend if a
holder’s conversion results in a ―meaningful reduction‖ of the holder’s proportionate interest in us. Whether the conversion will
result in a meaningful reduction in a holder’s proportionate interest in us will depend on particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority
shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a ―meaningful
reduction.‖ A holder should consult with its tax advisors in order to determine the appropriate tax treatment to it of an exercise of a
conversion right.
    If none of the foregoing tests are satisfied, then the conversion will be treated as a corporate distribution and the tax effects will
be as described above under ― — Dividends and Distributions‖ above. After the application of those rules, any remaining tax basis
of the holder in the converted common stock will be added to the holder’s tax basis in his remaining common stock, or, if it has
none, to the holder’s tax basis in its warrants or possibly in other stock constructively owned by it.

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    Persons who actually or constructively own five percent (or, if our common stock is not then publicly traded, one percent) or
more of our stock (by vote or value) may be subject to special reporting requirements with respect to a conversion of our common
stock. Such persons should consult their own tax advisors with respect to those requirements.
Tax Consequences of an Investment in the Warrants
Exercise of a Warrant
     Upon its exercise of a warrant, a holder will not be required to recognize taxable gain or loss with respect to the warrant. The
holder’s tax basis in the share of our common stock received by such holder will be an amount equal to the sum of the holder’s
initial investment in the warrant ( i.e., the portion of the holder’s purchase price for a unit that is allocated to the warrant, as
described above under ― — General‖) and the exercise price ( i.e. , initially, $6.00 per share of our common stock). The holder’s
holding period for the share of our common stock received upon exercise of the warrant will begin on the date following the date of
exercise (or possibly on the date of exercise) of the warrant and will not include the period during which the holder held the
warrant.
Sale, Exchange, Redemption, or Expiration of a Warrant
    Upon a sale, exchange (other than by exercise), or redemption of a warrant, a U.S. holder will be required to recognize taxable
gain or loss in an amount equal to the difference between (i) the amount realized upon such disposition (or, if the common stock
and the warrants are not trading separately at the time of the disposition, the portion of the amount realized on the disposition or
expiration that is allocated to the warrant based on the then fair market values of the common stock and the warrants included in the
units) and (ii) the U.S. holder’s tax basis in the warrant (that is, as discussed above, the portion of the U.S. holder’s purchase price
for a unit that is allocated to the warrant, as described above under ― — General‖). Upon the expiration of a warrant (whether or
not held as part of a unit at the time of such expiration), a U.S. holder will recognize a taxable loss in an amount equal to the U.S.
holder’s tax basis in the warrant (determined as described in the preceding sentence). Any such gain or loss would generally be
treated as capital gain or loss and will be long-term capital gain or loss if the warrant was held by the U.S. holder for more than one
year at the time of such disposition or expiration. As discussed above, the deductibility of capital losses is subject to certain
limitations, as is the deduction for losses realized upon a taxable disposition by a U.S. holder of a warrant (whether or not held as
part of a unit) if, within 30 days before or after the date of such disposition, such U.S. holder has acquired (by purchase or by an
exchange on which the entire amount of gain or loss was recognized by law), or has entered into a contract or option so to acquire,
substantially identical securities.
    The federal income tax treatment of a non-U.S. holder’s gains recognized on a sale, exchange, redemption, or expiration of a
warrant will generally correspond to the federal income tax treatment of a non-U.S. holder’s gains recognized on a taxable
disposition of our common stock, as described under ― — Gain or Loss on Sale, Exchange or Other Taxable Disposition of
Common Stock‖ above.
Federal Estate Tax
    Shares of our common stock owned or treated as owned by an individual who is not a U.S. citizen or resident of the United
States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate
for U.S. federal estate tax purposes unless an applicable estate tax or other treaty provides otherwise, and therefore may be subject
to U.S. federal estate tax. The foregoing will also apply to warrants.
Information Reporting and Backup Withholding
    Under United States Treasury regulations, dividends on our common stock, proceeds from the sale, exchange, or other
disposition of our common stock or warrants, and any related withholding will be subject to information reporting requirements,
regardless of whether withholding taxes was required. In the case of a non-U.S. holder, copies of any resulting information returns
may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of
an applicable income tax treaty or agreement.

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   The gross amount of dividends or disposition proceeds paid to a holder that fails to provide the appropriate certification in
accordance with applicable United States Treasury regulations generally will be reduced by backup withholding taxes at the
applicable rate (currently 28%).
     A non-U.S. holder is required to certify its foreign status under penalties of perjury or otherwise establish an exemption in order
to avoid information reporting and backup withholding on disposition proceeds where the transaction is effected by or through a
United States office of a broker. United States information reporting and backup withholding generally will not apply to a payment
of proceeds of a disposition of common stock where the transaction is effected outside the United States through a foreign office of
a foreign broker. However, information reporting requirements, but not backup withholding, generally will apply to such a payment
if the broker is (i) a U.S. person, (ii) a foreign person that derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States, (iii) a controlled foreign corporation as defined in the Code, or (iv) a foreign
partnership with certain United States connections, unless the broker has documentary evidence in its records that the holder is a
non-U.S. holder and certain conditions are met or the holder otherwise establishes an exemption.
    Backup withholding is not an additional tax. Amounts that we withhold under the backup withholding rules may be refunded or
credited against the holder’s United States federal income tax liability, if any, provided that certain required information is
furnished to the IRS in a timely manner. Holders should consult their own tax advisors regarding application of backup withholding
in their particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under
current United States Treasury regulations.

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                                                          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 SunTrust Robinson Humphrey, Inc. is acting as the
representative, have severally, and not jointly, agreed to purchase on a firm commitment basis the number of units offered in this
offering set forth opposite their respective names below:
                             Underwriters                                               Number of Units
                             SunTrust Robinson Humphrey, Inc.
                             Morgan Joseph & Co. Inc.
                             GunnAllen Financial
                             Maxim Group LLC
                             Total                                                            10,000,000
    A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a
part.
    The underwriters may deliver the prospectus via email, both as a PDF document and by a link to the SEC’s website and
websites hosted by the underwriters and other parties, and the prospectus may also be made available on websites maintained by
selected dealers and selling group members participating in this offering. The underwriters may agree to allocate a number of
shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions may be
allocated by the representative to the underwriters and selling group members that may make Internet distributions on the same
basis as other allocations.
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. It may allow some dealers concessions not in excess of $[____] per unit.
    Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the
terms of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of
the units, including the common stock and warrants issuable upon exercise of the units, include:
   •    the history and prospects of companies whose principal business is the acquisition of other companies;
   •    prior offerings of those companies;
   •    our prospects for acquiring an operating business at attractive values;
   •    our capital structure;
   •    an assessment of our management and their experience in identifying operating companies;
   •    general conditions of the securities markets at the time of the offering; and
   •    other factors as were deemed relevant.
   However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of
securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and
prospects with those of public companies operating in the same industry.
Over-Allotment Option
   We have also granted to 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 discounts, up to an

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aggregate of 1,500,000 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 underwriters may exercise that
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 table assumes the underwriters do not exercise their over-allotment option.
                                                                       Per Unit        Total Proceeds
                             Public offering price                 $      8.00    $         80,000,000
                             Underwriting discounts and            $      0.56    $          5,600,000
                               commissions (1) (2) (3)
                             Total (4)                             $      7.44    $         74,400,000




(1) Includes deferred underwriting discounts and commissions equal to 30% of the gross proceeds, or $2,400,000 ($2,760,000 if
    the underwriters’ over-allotment option is exercised in full), which will be deposited in the trust account held at SunTrust
    Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee, and which the underwriters have agreed
    to defer until the consummation of our initial business combination. See ―Underwriting — Commissions and Discounts.‖
(2) No discount or commissions are payable with respect to the founder warrants purchased in the private placement.
(3) No discount or commissions are payable with respect to any units purchased in this offering by our existing stockholders.
    Accordingly, if our existing stockholders purchase units in this offering, the entire $8.00 per unit purchase price will be placed
    in the trust account.
(4) The underwriters have an option to purchase up to an additional 1,500,000 units of the Company at the public offering price,
    less underwriting discounts and commissions, within 45 days after the date of this prospectus solely to cover any
    over-allotments. If the underwriters exercise this option in full, the total public offering price, underwriting discounts and
    commissions and proceeds, before expenses to us, will be $92,000,000, $6,440,000 and $85,560,000, respectively.
Regulatory Restrictions on Purchase of Securities
   Rules of the SEC may limit the ability of the underwriters to bid for or purchase our securities before the distribution of the
securities is completed. However, the underwriters may engage in the following activities in accordance with the rules:
        Stabilizing Transactions . The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining
    the price of our securities, so long as stabilizing bids do not exceed the maximum price specified in Regulation M, which
   generally requires, among other things, that no stabilizing bid shall be initiated at or increased to a price higher than the lower
   of the offering price or the highest independent bid for the security on the principal trading market for the security.
       Over-Allotments and 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 is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
    Stabilization and syndicate covering transactions may cause the price of the 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 the securities if it
discourages resales of the securities.

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    Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may
have on the prices of 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.
     The distribution of our securities will end upon the underwriters’ cessation of selling efforts and stabilization activities,
provided, however, in the event that the underwriters were to exercise their over-allotment option to purchase securities in excess of
its short position, then the distribution will not be deemed to have been completed until all of the securities have been sold.
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 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 underwriters fair and reasonable fees that would be determined at that time in an arm’s length
negotiation.
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.
Escrow of Existing Stockholders’ Securities
    On or before the date of this prospectus, each of our existing stockholders will place the securities he, she or it owns prior to
this offering, including founder warrants purchased in the private placement, into an escrow account maintained by Continental
Stock Transfer & Trust Company, acting as escrow agent. Prior to their release from escrow, such securities may be transferred (i)
to persons or entities controlling, controlled by, or under common control with such securityholder, or to any stockholder, member,
partner or limited partner of such securityholder, or (ii) to family members and trusts of such holders or permitted assignees for
estate planning purposes or, upon the death of any such holder or permitted assignee, to an estate or beneficiaries of such holders or
permitted assignees; in each case, such transferees will be subject to the applicable escrow agreement.
    These shares of common stock will not be released from escrow until one year following the consummation of our initial
business combination, or earlier if we were to consummate a transaction after the consummation of our initial business combination
which results in our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
The founder warrants will not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty
days after the consummation of our initial business combination. In no event will the founder warrants be released from escrow
prior to the consummation of our initial business combination.
    Units, common stock and warrants purchased by our existing stockholders in the secondary market will not be subject to this
escrow.

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                                                          LEGAL MATTERS
    The validity of the securities offered in this prospectus is being passed upon for us by Mintz Levin Cohn Ferris Glovsky and
Popeo, P.C., New York, New York. Bingham McCutchen LLP, New York, New York, is acting as counsel for the representative of
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, 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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                                 SECURE AMERICA ACQUISITION CORPORATION
                                        (a corporation in the development stage)
                                              FINANCIAL STATEMENTS
                                                           AND
                            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
                                                            June 11, 2007




TABLE OF CONTENTS

                                    SECURE AMERICA ACQUISITION CORPORATION
                                        (a Corporation in the Development Stage)




        Report of Independent Registered Public Accounting Firm                                              F-1
        Financial Statements:
        Balance Sheet                                                                                        F-2
        Statement of Operations                                                                              F-3
        Statement of Stockholders’ Equity                                                                    F-4
        Statement of Cash Flows                                                                              F-5
         Notes to Financial Statements                                                                       F-6 – F-10

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                      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Secure America Acquisition Corporation
    We have audited the accompanying balance sheet of Secure America Acquisition Corporation (formerly Fortress America
Acquisition Corporation II) (a development stage company) as of June 11, 2007, and the related statements of operations,
stockholders’ equity, and cash flows for the period from May 14, 2007 (inception) to June 11, 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 Secure
America Acquisition Corporation as of June 11, 2007 and the results of its operations and its cash flows for the period from May
14, 2007 (inception) to June 11, 2007, in conformity with United States generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
June 25, 2007, except for the first paragraph of Note 1 and Note 5,
as to which the date is August 6, 2007

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                                     SECURE AMERICA ACQUISITION CORPORATION
                                             (a Development Stage Company)

                                                          BALANCE SHEET




                                                                                                               June 11, 2007
                                                  ASSETS
         Current assets:
           Cash                                                                                          $          125,000
       Total current assets                                                                                125,000
         Deferred offering costs                                                                            47,500
       Total assets                                                                             $          172,500

                          LIABILITIES AND STOCKHOLDERS’ EQUITY
       Current liabilities:
         Note payable to stockholder                                                            $          150,000
       Total liabilities                                                                                   150,000
                                          COMMITMENT
       Stockholders' equity
           Preferred stock, $.0001 par value, Authorized                                                             —
               1,000,000 shares; none issued and outstanding
           Common stock, $.0001 par value Authorized                                                            250
               20,000,000 shares 2,500,000 shares issued and outstanding
           Additional paid-in capital                                                                        24,750
           Deficit accumulated during the development stage                                                  (2,500 )

           Total stockholders' equity                                                                       22,500
       Total liabilities and stockholders' equity                                               $          172,500



                                          See accompanying notes to financial statements.

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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (a Development Stage Company)

                                               STATEMENT OF OPERATIONS




                                                                                                    For the Period
                                                                                                    May 14, 2007
                                                                                                    (Inception) to
                                                                                                    June 11, 2007
       Expenses:
         Formation and operating costs                                                      $                  2,500
       Net loss for the period before income taxes                                                            (2,500 )

         State and federal income taxes                                                                           —
         Net loss for the period                                                            $                 (2,500 )
         Weighted average number of shares outstanding – basic and diluted                                  2,500,000

         Net loss per share – basic and diluted                                                   $               (.00 )




                                        See accompanying notes to financial statements.

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                                 SECURE AMERICA ACQUISITION CORPORATION
                                         (a Development Stage Company)

                                      STATEMENT OF STOCKHOLDERS’ EQUITY




                                                                                     Deficit
                                                                               Accumulated During
                                                                                the Development
                                                                                     Stage
                                      Common Stock                  Addition                              Stockholders’
                                                                    Paid-In                                  Equity
                                                                    Capital
                                    Shares           Amount

       Common shares                 2,500,000       $ 250     $      24,750                  —       $        25,000
         issued
         June 5, 2007 at
         $.01 per share
       Net Loss                             —           —                 —    $          (2,500 )             (2,500 )
       Balance at June 11,           2,500,000       $ 250     $      24,750   $          (2,500 )    $        22,500
         2007



                                        See accompanying notes to financial statements.

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                                 SECURE AMERICA ACQUISITION CORPORATION
                                         (a Development Stage Company)
                                               STATEMENT OF CASH FLOWS




                                                                                                 For the Period May 14, 2007
                                                                                                        (Inception) to
                                                                                                        June 11, 2007
        Cash flow from operating activities
          Net loss                                                                           $                 (2,500 )
        Net cash used in operating activities                                                                  (2,500 )
        Cash flows from financing activities
          Proceeds from note payable                                                                         150,000
          Proceeds from sale of shares of common stock                                                        25,000
          Payment of costs related to proposed offering                                                      (47,500 )
        Net cash provided by financing activities                                                            127,500
        Net increase in cash                                                                                 125,000
        Cash at beginning of the period                                                                           —
        Cash at the end of the period                                                        $               125,000



                                          See accompanying notes to financial statements.

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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (A Development Stage Company)

                                           NOTES TO FINANCIAL STATEMENTS
1. Organization and Business Operations
     Fortress America Acquisition Corporation II (the ―Company‖) was incorporated in Delaware on May 14, 2007 for the purpose
of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more domestic or international operating businesses, which the Company refers to as its initial business combination. The
Company’s efforts in identifying a prospective target business will be limited to the homeland security industry, but not businesses
that design, build or maintain mission-critical facilities. The Company changed its name to Secure America Acquisition
Corporation on August 6, 2007.
   At June 11, 2007, the Company had not yet commenced any operations. All activity through June 11, 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 10,000,000 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 the 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 in the homeland security industry (―Business Combination‖). 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 approximately $7.76 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) the 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, providers of financing, prospective target businesses or other
entities it engages, 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 or that such agreements, if executed, will be
valid and enforcable. Two of the Company’s affiliates 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 vendors, providers of financing, service
providers or other entities that are owed money by the Company for services rendered to or contracted for or products sold to the
Company. There can be no assurance that such affiliates will be able to satisfy those obligations. The 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 $1,400,000 (net of income taxes payable thereon) of
interest earned on the Trust Account balance may be released to the Company to fund working capital requirements and additional
funds may be released to fund income 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 30% 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 (―Founders‖), have agreed to vote
their 2,500,000 founding shares of common stock in accordance with the vote of the majority of the shares voted by all other
stockholders of the Company (―Public Stockholders‖) with respect to any Business Combination. After consummation of a
Business Combination, these voting safeguards will no longer be applicable.
   With respect to a Business Combination which is approved and consummated, 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

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                                     SECURE AMERICA ACQUISITION CORPORATION
                                             (A Development Stage Company)

                                             NOTES TO FINANCIAL STATEMENTS
1. Organization and Business Operations – (continued)
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 2,999,999 shares
sold in the Proposed Offering 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 of common
stock held by the Founders prior to the consummation of the Proposed Offering.
     Upon the effective date of the Proposed Offering (―Effective Date‖), the Company’s Certificate of Incorporation will be
amended (i) to provide that the Company will continue in existence only until 24 months from the Effective Date of the Proposed
Offering, and (ii) to increase the number of authorized shares to 50,000,000. If the Company has not completed a Business
Combination by such date, its corporate existence will cease and it will dissolve and liquidate. 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 taxes are provided for the differences between bases of assets and liabilities for
financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to
the amount expected to be realized.
    The Company recorded a deferred income tax asset for the tax effect of temporary differences, aggregating approximately
$850. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has
recorded a full valuation allowance at June 11, 2007.
   The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.
    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 10,000,000 Units at a proposed offering price of
$8.00 per Unit (plus up to an additional 1,500,000 Units solely to cover over-allotments, if any). Each Unit consists of one share of
the Company’s common stock and one warrant. Each warrant will entitle the holder to purchase from the Company one share of
common stock at an exercise price of $6.00 commencing on the later of the completion of a Business Combination and twelve
months from the effective date of the Proposed Offering and expiring four years from the effective date of the Proposed Offering.
The Company may redeem all of the warrants, at a price of $.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 $11.50 per share for any 20 trading days within
a 30 trading-day period ending on the third day prior to the

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                                    SECURE AMERICA ACQUISITION CORPORATION
                                            (A Development Stage Company)

                                            NOTES TO FINANCIAL STATEMENTS
2. Proposed Public Offering – (continued)
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 7.0% of the gross proceeds of the
Proposed Offering. However, the underwriters have agreed that 3.0% 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 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. Note Payable to Stockholder
    The Company issued an unsecured promissory note in an aggregate principal amount of $150,000 to a stockholder of the
Company on June 4, 2007. The note is non-interest bearing and is payable on the earlier of June 4, 2008 or the consummation of
the Proposed Offering. Due to the short-term nature of the note, the fair value of the note approximates its carrying amount.
5. Commitments and Related Party Transactions
    The Company presently occupies office space provided by an affiliate of one of the Founders. This 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 a total of $7,500 per month for such services commencing on the effective date of the Proposed Offering.
   Pursuant to letter agreements which the Founders will enter into with the Company and the underwriters, the Founders will
waive their right to receive distributions with respect to their founding shares upon the Company’s liquidation.
   Secure America Acquisition Holdings, LLC, the principal initial stockholder of the Company, has agreed to purchase a total of
1,525,000 warrants (―Founder Warrants‖) at $1.00 per Founder Warrant (for an aggregate purchase price of $1,525,000) privately
from the Company. This purchase will take place immediately prior to the consummation of the Proposed Offering. All of the
proceeds received from this purchase will be placed in the Trust Account. The Founder Warrants will be identical to the warrants
offered in this offering, except that (i) the Founder Warrants are not subject to redemption so long as they are held by Secure
America Acquisition Holdings, LLC or one of its existing members, (ii) the Founder Warrants may be exercised on a cashless basis
while the warrants included in the units sold in the Proposed Offering cannot be exercised on a cashless basis, (iii) upon an exercise
of the Founder Warrants, the holders of the Founder Warrants will receive unregistered shares of the Company’s common stock,
and (iv) subject to certain limited exceptions, the Founder Warrants are not transferable until they are released from escrow, as
described below, which would only be after the consummation of a Business Combination. The Founder Warrants will be
differentiated from

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                                    SECURE AMERICA ACQUISITION CORPORATION
                                            (A Development Stage Company)

                                            NOTES TO FINANCIAL STATEMENTS
5. Commitments and Related Party Transactions – (continued)
warrants sold as part of the Units in the Proposed Offering through legends contained on the certificates representing the Founder
Warrants indicating the restrictions and rights specifically applicable to such Founder Warrants as described in this prospectus.
    Secure America Acquisition Holdings, LLC will be the holder of the founder warrants and such entity is beneficially owned by
two of the Company’s independent directors, Messrs. Rockwell and McNeill. The Company has determined that the purchase price
of $1.00 per founder warrant is above the average trading price for warrants of similarly structured blank check companies.
Accordingly, the Company believes that the purchase price of the founder warrants is greater than the fair value of the warrants
included in the units and, therefore, the Company will not record compensation expense upon purchase of the founder warrants.
    Exercising warrants on a ―cashless basis‖ means that, in lieu of paying the aggregate exercise price for the shares of common
stock being purchased upon exercise of the warrant in cash, the holder forfeits a number of shares issuable upon exercise of the
warrant with a market value equal to such aggregate exercise price. Accordingly, the Company would not receive additional
proceeds to the extent the Founder Warrants are exercised on a cashless basis. Warrants included in the Units sold in the Proposed
Offering are not exercisable on a cashless basis and the exercise price with respect to these warrants will be paid directly to the
Company. The Founder Warrants will be placed in an escrow account at Continental Stock Transfer & Trust Company, acting as
escrow agent, and will not be released from escrow until the later of (i) one year after the date of this prospectus and (ii) sixty days
after the consummation of the Company’s initial Business Combination. In no event will the Founder Warrants be released from
escrow prior to the consummation of the Company’s initial Business Combination.
    Except for transfers to members of Secure America Acquisition Holdings, LLC, the Founder Warrants will not be transferable
(except in limited circumstances) or salable by the purchaser until the Company consummates a Business Combination, and will be
non-redeemable so long as the purchaser or one of its members holds such warrants. The holders of the Founder Warrants and the
underlying shares of common stock will be entitled to registration rights under an agreement to be signed on or before the date of
the Proposed Offering to enable their resale commencing on the date such warrants become exercisable. The Company has elected
to make the Founder Warrants non-redeemable in order to provide the purchaser and its member transferees a potentially longer
exercise period for those warrants because they will bear a higher risk while being required to hold such warrants until the
consummation of a Business Combination. With those exceptions, the Founder Warrants have terms and provisions that are
substantially identical to those of the warrants being sold as part of the Units in the Proposed Offering.
    Prior to their release from escrow, the Founder Warrants may be transferred (i) to persons or entities controlling, controlled by,
or under common control with Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner or limited
partner of such entity, or (ii) to family members and trusts of permitted assignees for estate planning purposes, or, upon the death of
any such person, to an estate or beneficiaries of permitted assignees; in each case, such transferees will be subject to the same
transfer restrictions as Secure America Acquisition Holdings, LLC until after the Company completes its initial business
combination. If the purchaser or member transferees acquire warrants for their own account in the open market, any such warrants
will be redeemable. If the Company’s other outstanding warrants are redeemed and the market price of a share of the Company’s
common stock rises following such redemption, holders of the Founder Warrants could potentially realize a larger gain on exercise
or sale of those warrants than is available to other warrant holders, although the Company does not know if the price of its common
stock would increase following a warrant redemption. If the Company’s share price declines in periods subsequent to the
redemption of the warrants and Secure America Acquisition Holdings, LLC or one of its existing members continue to hold the
Founder Warrants, the value of the Founder Warrants still held by such persons may also decline.
   The Company has also agreed to pay the fees to the underwriters in the Proposed Offering as described in Note 2 above.

                                                                  F-9
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                                   SECURE AMERICA ACQUISITION CORPORATION
                                           (A Development Stage Company)

                                          NOTES TO FINANCIAL STATEMENTS
6. 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 prohibits 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.

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                                                         $80,000,000

                                  Secure America Acquisition Corporation
                                                      10,000,000 units
PROSPECTUS




     SunTrust Robinson Humphrey
              Morgan Joseph
         GunnAllen Financial
             Maxim Group LLC
, 2007
   Until                                                                                                                         , 2007, [




                                                          ] days after the date of this prospectus, 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.




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                                                                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 (1)
              SEC Registration Fee                                                                               4,943
              FINRA filing fee                                                                                  16,600
              Accounting fees and expenses                                                                      50,000
              Printing and engraving expenses                                                                   65,000
              Legal fees and expenses                                                                          300,000
              American Stock Exchange application and listing fee                                               70,000
              Miscellaneous                                                                                  117,457 (2)
              Total                                                                                $           625,000




(1) In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, we will be
    required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 plus an income distribution processing
    fee of $250 for acting as trustee, approximately $4,800 for acting as transfer agent of our common stock, approximately $2,400
    for acting as warrant agent for our warrants and approximately $1,800 for acting as escrow agent.
(2) This amount represents additional expenses that may be incurred by us in connection with the offering over and above those
    specifically listed above, including distribution and mailing costs.
Item 14. Indemnification of Officers and Directors.
    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.
    (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

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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 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 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
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

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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 Eighth of our 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.
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:
              Name of Beneficial Owner                                                          Number of Shares
              Secure America Acquisition Holdings, LLC                                                  2,360,000
              Asa Hutchinson                                                                               50,000
              Philip A. McNeill                                                                            30,000
              S. Kent Rockwell                                                                             30,000
              Mark A. Frantz                                                                               20,000
              Brian C. Griffin                                                                             10,000
              Total                                                                                     2,500,000

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    Such shares were issued on June 5, 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, wealthy individuals. Secure America Acquisition
Holdings, LLC is an accredited investor and was formed for the purpose of investing in us. There are nine investors in this entity,
each of whom is an accredited investor as defined under Rule 501 of Regulation D under the Securities Act. The shares issued to
the individuals and entities above were sold for an aggregate offering price of $25,000, or $0.01 per share. No underwriting
discounts or commissions were paid with respect to such sales.
    In addition, Secure America Acquisition Holdings, LLC, our principal initial stockholder and an entity controlled by Messrs.
McNeill and Rockwell, has committed to purchase from us 1,525,000 founder warrants at a purchase price of $1.00 per warrant (for
an aggregate purchase price of $1,525,000). This purchase will take place on a private placement basis immediately prior to the
consummation of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act. No underwriting discounts or commissions will be paid with respect to such sale.
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     Certificate of Incorporation filed on May 14, 2007*
             3.2     Amendment to Certificate of Incorporation filed on August 6, 2007*
             3.3     Form of Amended and Restated Certificate of Incorporation to be filed upon effectiveness*
             3.4     By-laws*
             4.1     Specimen Unit Certificate*
             4.2     Specimen Common Stock Certificate*
             4.3     Specimen Warrant Certificate*
             4.4     Founder Warrant Purchase Agreement, dated September 27, 2007, between the Registrant and
                     Secure America Acquisition Holdings, LLC
             4.5     Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the
                     Registrant*
             5.1     Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, PC*
            10.1     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and C. Thomas
                     McMillen*
            10.2     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Harvey L. Weiss*
            10.3     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Asa Hutchinson*
            10.4     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Philip A. McNeill*
            10.5     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and S. Kent Rockwell*
            10.6     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Brian C. Griffin*
            10.7     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Mark A. Frantz*
            10.8     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and James A. Maurer*
            10.9     Letter Agreement among the Registrant, SunTrust Robinson Humphrey and Secure America
                     Acquisition Holdings, LLC*
           10.10     Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust
                     Company and the Registrant*
           10.11     Form of Stock Escrow Agreement by and among the Registrant, Continental Stock Transfer &
                     Trust Company and the Existing Stockholders*
           10.12     Form of Founder Warrant Escrow Agreement by and among the Registrant, Continental Stock
                     Transfer & Trust Company and Secure America Acquisition Holdings, LLC*
           10.13     Form of Services Agreement between Homeland Security Capital Corporation and the
                     Registrant*
           10.14     Promissory Note, dated June 4, 2007, issued to Fortress America Acquisition Holdings, LLC*
           10.15     Form of Registration Rights Agreement by and among the Registrant and the Existing
                     Stockholders*

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         Exhibit No.                                                    Description
              10.16       Form of Subscription Agreement by and between the Registrant and Fortress America
                          Acquisition Holdings, LLC*
              10.17       Form of Subscription Agreement by and between the Registrant and Brian C. Griffin*
              10.18       Form of Subscription Agreement by and between the Registrant and Philip A. McNeill*
              10.19       Form of Subscription Agreement by and between the Registrant and Asa Hutchinson*
              10.20       Form of Subscription Agreement by and between the Registrant and Mark Frantz*
              10.21       Form of Subscription Agreement by and between the Registrant and S. Kent Rockwell*
              10.22       Side Letter Agreement by and among the Registrant, C. Thomas McMillen, Harvey L. Weiss
                          and Secure America Holdings, LLC*
              10.23       Proxy Voting Agreement by and between Philip A. McNeill and Harvey L. Weiss
              10.24       Proxy Voting Agreement by and between C. Thomas McMillen and S. Kent Rockwell
              14.1        Code of Conduct and Ethics*
              23.1        Consent of Goldstein Golub Kessler LLP
              23.2        Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, PC (included in Exhibit 5.1)
               24         Power of Attorney (included on the signature page of this Registration Statement)*




*   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 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; provided, however,
                 that:
              (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the
                  information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
                  with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in the registration statement; and
              (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3
                  or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is
                  contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
                  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
                  contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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   (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 liability under the Securities Act of 1933 to any purchaser:
      (i) If the registrant is relying on Rule 430B:
              (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
                  statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
              (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
                  in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
                  providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
                  included in the registration statement as of the earlier of the date such form of prospectus is first used after
                  effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
                  provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
                  date shall be deemed to be a new effective date of the registration statement relating to the securities in the
                  registration statement to which that prospectus relates, and the offering of such securities at that time shall be
                  deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
                  statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
                  incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
                  as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
                  was made in the registration statement or prospectus that was part of the registration statement or made in any such
                  document immediately prior to such effective date; or
      (ii)      If the registrant is subject to Rule 430C; each prospectus filed pursuant to Rule 424(b) as part of a registration
                statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
                filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it
                is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
                that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
                the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
                contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
                or prospectus that was part of the registration statement or made in any such document immediately prior to such date
                of first use.
   (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
       initial distribution of the securities: The undersigned registrant undertakes that 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 of the undersigned registrant relating to the offering required to be filed pursuant to Rule
           424;

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       (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, as may be amended, 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.
   (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.

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                                                           SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on October 3, 2007.
                                   SECURE AMERICA ACQUISITION CORPORATION
                                 By:




                                       /s/ C. Thomas McMillen
                                        C. Thomas McMillen
                                       Co-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 held on the dates indicated.




        Signature                                                   Title                                   Date
        /s/ Harvey L.                        Co-Chief Executive Officer, Director                     October 3, 2007
        Weiss                                (principal executive officer)
    Harvey L. Weiss
/s/ C. Thomas            Co-Chief Executive Officer, Chairman           October 3, 2007
McMillen                 (principal executive officer)




    C. Thomas McMillen
/s/ James                Chief Financial Officer and Secretary          October 3, 2007
Maurer                   (principal financial and accounting officer)




      James Maurer
/s/                      Director                                       October 3, 2007
*
      Asa Hutchinson
/s/                       Director   October 3, 2007
*




      Philip A. McNeill
/s/                       Director   October 3, 2007
*
           S. Kent Rockwell
*   By executing their names hereto, C. Thomas McMillen and Harvey L. Weiss are signing this document on behalf of the persons
    indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange
    Commission.
                                                               10,000,000 Units

                                          SECURE AMERICA ACQUISITION CORPORATION




                                                      UNDERWRITING AGREEMENT

                                                                                                                            ___________, 2007

SunTrust Robinson Humphrey, Inc.,
  As Representative of the Several Underwriters
3333 Peachtree Road, NE
Atlanta, GA 30326


Ladies and Gentlemen:

                 Secure America Acquisition Corporation, a Delaware corporation (the ―Company‖), proposes to sell to the several
underwriters named on Schedule I hereto for which SunTrust Robinson Humphrey, Inc. is acting as representative (in such capacity, the
―Representative‖) an aggregate of 10,000,000 units (the ―Firm Units‖), with each unit consisting of one share (collectively, the ―Unit Shares‖)
of the Company’s common stock, $.0001 par value (the ―Common Stock‖), and one warrant (collectively, the ―Warrants‖) to purchase
Common Stock (the ―Firm Units‖). The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,500,000 additional
units of the Company (the ―Option Units‖ and, together with the Firm Units, the ―Units‖) as set forth below. The terms of the Warrants are
provided for in the form of the Warrant Agreement (defined herein). The Units, the Unit Shares, the Warrants and the Common Stock
underlying the Warrants (the ―Warrant Shares,‖ and, together with the Unit Shares, the ―Shares‖) are herein collectively called the ―Securities.‖

                  The Unit Shares and the Warrants will not be separately tradeable until the ninetieth day following the date of the Prospectus
(as hereinafter defined) unless the Representative determines that an earlier date is acceptable, subject to (a) the preparation of an audited
balance sheet of the Company reflecting receipt by the Company of the proceeds of the offering and the filing of such audited balance sheet
with the Securities and Exchange Commission (the ―Commission‖) on a Form 8-K or similar form by the Company which includes such
balance sheet and (b) the Company issuing a press release announcing when such separate trading will begin. Each Warrant entitles its holder,
upon exercise, to purchase one Warrant Share for $6.00 during the period commencing on the later of the consummation by the Company of its
―Business Combination‖ or one year after the date of effectiveness (the ―Effective Date‖) of the Registration Statement (as hereinafter defined)
under the Act (as hereinafter defined) and terminating on the four-year anniversary of the Effective Date. As used herein, the term ―Business
Combination‖ (as described more fully in the Registration Statement) shall mean the Company’s initial acquisition, or acquisition of control, of
one or more operating businesses through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business
combination in the homeland security industry.
                 The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental
Stock Transfer & Trust Company (the ―Trustee‖), as trustee, in substantially the form filed as an exhibit to the Registration Statement (the
―Trust Agreement‖), pursuant to which certain proceeds of the offering of the Securities will be deposited and held in a trust account (the
―Trust Account‖) for the benefit of the Company and holders of the Firm Units and the Option Units, if and when issued.

                   The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with
Continental Stock Transfer & Trust Company, as warrant agent (the ―Warrant Agent‖), in substantially the form filed as an exhibit to the
Registration Statement (the ―Warrant Agreement‖), pursuant to which the Warrant Agent will act as warrant agent in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants (as hereinafter defined).

                   The Company has entered into Subscription Agreements, dated as of _________, 2007 (the ―Subscription Agreements‖),
with Secure America Acquisition Holdings, LLC (―SAAH‖), Asa Hutchinson, Philip A. McNeill, S. Kent Rockwell, Mark A. Frantz and Brian
C. Griffin (the ―Initial Stockholders‖), pursuant to which the Initial Stockholders have purchased an aggregate of 2,500,000 shares of Common
Stock (the ―Founder Shares‖) at an aggregate price of $25,000.

                   The Company has entered into a Warrant Purchase Agreement, dated as of ________, 2007, with SAAH (the ―Warrant
Purchase Agreement‖), pursuant to which SAAH has agreed to purchase an aggregate of 1,525,000 Warrants (the ―Private Placement
Warrants‖) for a price per Warrant of $1.00, for a total of $1,525,000, in a private placement to be completed prior to the offering of the Units
(the ―Private Placement‖). The Private Placement Warrants possess terms identical to the Warrants except with respect to the exercise thereof
and certain transfer restrictions applicable thereto, as set forth in the Warrant Purchase Agreement.

                 The Company has entered into an agreement (the ―Services Agreement‖), dated as of the date hereof, with Homeland
Security Capital Corporation (―HSCC‖), an affiliate of the Company’s Chairman, pursuant to which the Company will pay an aggregate
monthly fee of $7,500 for general and administrative services, including office space, utilities and secretarial support, for a period of up to
twenty-four (24) months following the Effective Date, terminating upon the completion of a Business Combination.

                   The Company has entered into a Registration Rights Agreement, dated as of the date hereof, in substantially the form filed as
an exhibit to the Registration Statement (the ―Registration Rights Agreement‖), pursuant to which the Company has granted certain registration
rights in respect of the Founder Shares, the Private Placement Warrants and the Common Stock underlying the Private Placement Warrants.
                    The Company has caused to be duly executed and delivered letters by each Initial Stockholder and each of the Company’s
directors, officers and special advisors, filed as exhibits to the Registration Statement (as the same may be amended or supplemented from time
to time, the ―Insider Letters‖), pursuant to which each of the Initial Stockholders and each of the Company’s directors, officers and special
advisors agrees to certain matters, including but not limited to, certain matters relating to the voting of shares of Common Stock owned by
them, if any, and certain other matters described as being agreed to by them under the ―Proposed Business‖ section of the Statutory Prospectus
(as defined below) and the Prospectus.

                 The Company has entered into, and has caused to be duly executed and delivered by each Initial Stockholder, a Stock Escrow
Agreement, dated as of the date hereof, with the Trustee, as trustee, in substantially the form filed as an exhibit to the Registration Statement
(the ―Stock Escrow Agreement‖), pursuant to which the Founder Shares will be deposited and held in trust.

                  The Company has entered into, and has caused to be duly executed and delivered by SAAH, a Warrant Escrow Agreement,
dated as of the date hereof, with the Trustee, as trustee, in substantially the form filed as an exhibit to the Registration Statement (the ―Warrant
Escrow Agreement‖), pursuant to which the Private Placement Warrants will be deposited and held in trust.

                  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. 333-144028) 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 the Representative. Such registration statement, 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. ―Prospectus‖
means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act.
Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a ―Preliminary
Prospectus.‖ Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or
supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in
the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and 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 Securities by the Underwriters. The Company has filed with the Commission a Form 8-A (File
Number 001-____) providing for the registration under the Securities Exchange Act of 1934, as amended (the ―Exchange Act‖), of the
Securities, which registration is effective on the date hereof.
                            (b) As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (each
such term as defined below), as the case may be, the Statutory Prospectus (as defined below) and the information included in Schedule II hereto
(collectively, the ―General Disclosure Package‖) did not and will not include any untrue statement of a material fact or omitted or will 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 the
Underwriters, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12 herein.
As used in this subsection and elsewhere in this Agreement:

                                                     (i) ―Applicable Time‖ means ______ [a/p] m (New York time) on the date of this
                  Agreement or such other time as agreed to by the Company and the Representative.

                                                         (ii) ―Statutory Prospectus‖ as of any time means the Preliminary Prospectus relating to
                  the Securities that is included in the Registration Statement immediately prior to such time.

                             (c) The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will
contain, all statements which are required to be stated therein by, and will conform 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, in light of the circumstances under which they were
made, 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 required to be
stated therein or necessary to make the statements therein 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 of the Underwriters, specifically
for use therein, it being understood and agreed that the only such information is that described in Section 12 herein.
                             (d) The Units, the Warrants and the Common Stock have been duly listed, and admitted and authorized for
trading, subject only to official notice of issuance, on the American Stock Exchange, and the Company knows of no reason or set of facts
which is likely to adversely affect such approval. Neither the Commission nor any state regulatory authority has issued any order preventing or
suspending the use of any Preliminary Prospectus or the Prospectus relating to the proposed offering of the Securities or has instituted or, to the
Company’s knowledge, threatened to institute any proceedings with respect to such an order. 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 is contemplated or threatened by the Commission.

                             (e) The information set forth under the caption ―Capitalization‖ in the Registration Statement and the Prospectus
is true and correct. All of the Securities conform to the description thereof contained in the Registration Statement and the Prospectus. The
certificates for the Securities are in valid, sufficient and proper form.

                             (f) The agreements and documents described in the Registration Statement, the Statutory Prospectus and the
Prospectus conform, to the extent described therein, in all material respects to the descriptions thereof contained therein. There is no franchise,
contract or other document of a character required to be described in the Registration Statement, Statutory Prospectus or Prospectus, or to be
filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all material respects the same
description of the foregoing matters contained in the Prospectus), and the statements in the Statutory Prospectus and the Prospectus under the
headings ―Principal Stockholders,‖ ―Certain Transactions,‖ ―Description of Securities‖ and ―Legal Matters‖ insofar as such statements
summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings.

                            (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with full corporate power and authority to own or lease, as the case may be, its properties and conduct its
business as described in the Registration Statement and the Prospectus. The Company is duly qualified to transact business in all jurisdictions
in which the conduct of its business requires such qualification. The Company has no subsidiaries, direct or indirect.
                             (h) All issued and outstanding shares of Common Stock have been duly and validly authorized and issued and are
fully paid and nonassessable. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act,
the applicable state securities and Blue Sky laws or, based in part on the representations and warranties of the purchasers of such shares of
Common Stock, exempt from such registration requirements. The holders of outstanding shares of capital stock of the Company are not entitled
to preemptive or other rights to subscribe for securities, and, except as set forth in the Registration Statement and the Prospectus, no options,
warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any
securities for, shares of capital stock of or ownership interests in the Company are outstanding.

                            (i) The Units have been duly authorized and, when executed by the Company and countersigned, and issued and
delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. The holders of such Units are not
and will not be subject to personal liability by reason of being such holders; such Units are not and will not be subject to any preemptive or
other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of
such Units (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken.

                            (j) The Unit Shares have been duly authorized and, when executed by the Company and countersigned, and issued
and delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
The holders of such Unit Shares are not and will not be subject to personal liability by reason of being such holders; such Unit Shares are not
and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be
taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of
issuance) has been duly and validly taken.

                             (k) The Warrants included in the Units, when executed, authenticated, issued and delivered in the manner set
forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to this Agreement, will be duly authorized, duly
executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

                            (l) The Warrant Shares have been duly authorized and, when executed by the Company and countersigned, and
issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and
non-assessable. The holders of such Warrant Shares are not and will not be subject to personal liability by reason of being such holders; such
Common Stock is not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate
action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and
delivery at the time of issuance) has been duly and validly taken.
                            (m) Except as set forth in the Registration Statement and the Prospectus, 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 under the Act or to include any such securities in a registration statement to be filed by the Company.

                         (n) Except as set forth in the Registration Statement and the Prospectus, no securities of the Company have been
sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control
with the Company from its date of incorporation through and including the date hereof.

                            (o) Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any
securities which are required to be ―integrated‖ pursuant to the Act with the offer and sale of the Securities pursuant to the Registration
Statement.

                          (p) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.

                           (q) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                           (r) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                            (s) The Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and
SAAH, and is a valid and binding agreement of the Company and SAAH, enforceable against the Company and SAAH in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability. The entire $1,525,000 of proceeds from the sale of the Private
Placement Warrants has been deposited in the Trust Account in accordance with the terms of the Warrant Purchase Agreement.
                            (t) Each Subscription Agreement has been duly authorized, executed and delivered by the Company and the
respective Initial Stockholder, and is a valid and binding agreement of the Company and the respective Initial Stockholder, enforceable against
the Company and such Initial Stockholder in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

                           (u) The Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of
general applicability.

                           (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is
a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by
equitable principles of general applicability.

                            (w) Each of the Insider Letters has been duly authorized, executed and delivered by each of the individuals party
thereto and is a valid and binding agreement of each of such parties, enforceable against each of them in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect
and by equitable principles of general applicability.

                             (x) The financial statements of the Company, together with related notes and schedules as set forth in the
Registration Statement 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 have been prepared in accordance with
generally accepted principles of accounting 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 or incorporated by reference in the Registration Statement 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 pro forma financial statements and other pro forma financial information included in the Registration
Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and
guidelines with respect to pro forma financial statements, have been properly compiled on the pro forma bases described therein, and, in the
opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to
give effect to the transactions or circumstances referred to therein. 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 and the Prospectus. There are no financial statements (historical or pro
forma) that are required to be included in the Registration Statement or the Prospectus that are not included as required.
                           (y) Goldstein Golub Kessler LLP (―GGK‖), who has certified the financial statements that are filed with the
Commission as part of the Registration Statement 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‖). GGK has not, during the periods covered by the financial statements included in the Statutory Prospectus and
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

                             (z) 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.

                          (aa) The Company has good and marketable title to all of the properties and assets reflected in the financial
statements hereinabove described or described in the Registration Statement and the Prospectus, subject to no lien, mortgage, pledge, charge or
encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement and the Prospectus. The
Company occupies its leased properties under valid and binding leases.

                            (bb) There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the
Company of the Securities. The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and have
paid all taxes indicated by such returns and all assessments received by it to the extent that such taxes have become due. All tax liabilities have
been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional
material tax assessments.
                            (cc) Since the respective dates as of which information is given in the Registration Statement and the Prospectus,
as each may be amended or supplemented, there has not been any material adverse change or any development involving a prospective material
adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise), or
prospects of the Company, 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 and the Prospectus, as each may be amended or supplemented. The
Company has no material contingent obligations which are not disclosed in the Company’s financial statements which are included in the
Registration Statement and the Prospectus.

                             (dd) There is no action, suit, claim or proceeding pending, or to the knowledge of the Company threatened,
against the Company or, pending, or to the knowledge of the Company threatened, against any of the Company’s stockholders immediately
prior to the offering of the Units, 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 and the Prospectus.

                            (ee) The Company is not, nor with the giving of notice or lapse of time or both, will it be, (i) in violation of its
certificate of incorporation, as amended and in effect on the date hereof (the ―Certificate of Incorporation‖), bylaws, as amended and in effect
on the date hereof (the ―Bylaws‖), or other organizational documents or (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 and, solely with respect to this
clause (ii), which violation or default could reasonably be expected to have a Material Adverse Effect.

                             (ff) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings
relating to the revocation or modification of any such license, certificate, authorization or permit.

                            (gg) 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
Trust Agreement, the Warrant Agreement, the Subscription Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement,
the Services Agreement and the Insider Letters and the consummation of the transactions herein contemplated (except such additional steps as
may be required by the Commission, the Financial Industry Regulatory Authority ("FINRA"), 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.
                            (hh) 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 of 2002, as amended, and the rules and regulations promulgated by the Commission and the American
Stock Exchange thereunder (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 not currently in effect or which will become applicable to the
Company.

                            (ii) The Company has established and maintains ―disclosure controls and procedures‖ (as defined in Rules
13a-14(c) and 15d-14(c) under the Exchange Act); the Company’s ―disclosure controls and procedures‖ are reasonably designed to ensure that
all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange
Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure and to make the certifications of the Chairman and Chief Financial Officer of the Company required under the
Exchange Act with respect to such reports.

                             (jj) There is and has been no failure on the part of the Company or any of the Company’s officers or directors, in
their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in
compliance with, (a) Part 8 of the American Stock Exchange’s ―AMEX Company Guide,‖ as amended and (b) all other provisions of the
American Stock Exchange corporate governance requirements set forth in the AMEX Company Guide, as amended.

                           (kk) 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.

                            (ll) Neither the Company nor any director, officer, 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 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.
                          (mm) None of the Company, the Initial Stockholders or, to the knowledge of the Company, any officer or director
of the Company has violated: (a) the Bank Secrecy Act, as amended, (b) the Money Laundering Laws, or (c) the Uniting and Strengthening of
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules
and regulations promulgated under any such law, or any successor law.

                             (nn) None of the Company, the Initial Stockholders, or, to the knowledge of the Company, any director or officer
of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the ―FCPA‖), including, without limitation, making use
of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
―foreign official‖ (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political
office, in contravention of the FCPA; and the Company has conducted its businesses in compliance with the FCPA and has instituted and
maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.

                             (oo) No relationship, direct or indirect, exists between or among any of the Company and any director, officer,
shareholder, special advisor, customer or supplier of the Company which is required by the Act or the Exchange Act to be described in the
Registration Statement or the Prospectus which is not described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement and the
Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the
form of a personal loan to or for any director or officer of the Company.

                            (pp) The statistical, industry-related and market-related data 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.

                             (qq) Neither the Company nor 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 any securities of the Company to facilitate the sale or resale of the Securities.
                            (rr) The Company is not nor, after giving effect to the offering and sale of the Securities contemplated hereunder
and the application of the net proceeds from such sale as described in the Prospectus, will the Company 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.

                            (ss) The Initial Stockholders have waived any and all rights and claims they may have with respect to the Founder
Shares to participate in any distributions occurring upon the Company’s failure to consummate a Business Combination.

                           (tt) 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 any Preliminary Prospectus and the Prospectus.

                           (uu) There are no relationships or related-party transactions involving the Company or any other person required
to be described in the Registration Statement or the Prospectus which have not been described as required.

                             (vv) The Company has not offered, or caused the Underwriters or their affiliates to offer, Securities to any person
with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of
business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

                             (ww) The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the
Trust Agreement, the Subscription Agreements, the Warrant Purchase Agreement, the Registration Rights Agreement and the Services
Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with
the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or
conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which
the Company is a party except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Certificate of Incorporation
or the Bylaws; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its properties or business.

                             (xx) To the knowledge of the Company, all information contained in the questionnaires completed by the Initial
Stockholders and the directors, officer and special advisors and provided to the Representative as an exhibit to his or her Insider Letter is true
and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in
the questionnaires completed by each Initial Stockholder, director, officer and special advisor to become inaccurate and incorrect in any
material respect.
                           (yy) Except as described in the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination
or similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the
FINRA.

                             (zz) 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 FINRA member, or (iii) any person or entity that has any direct or
indirect affiliation or association with any FINRA member, within the 12 months prior to the Effective Date.

                              (aaa) None of the net proceeds of the offering will be paid by the Company to any participating FINRA member
or its affiliates, except as specifically authorized herein or except as may be paid in connection with an initial Business Combination and/or one
or more other transactions after the initial Business Combination, including without limitation in connection with the payment of investment
banking fees, fees in connection with fairness opinions and the like.

                             (bbb) Based on questionnaires distributed to such persons, no officer, director or any beneficial owner of the
Company’s unregistered securities has any direct or indirect affiliation or association with any FINRA member. The Company will advise the
Representative if it learns that any officer or director is or becomes an affiliate or associated person of an FINRA member participating in the
offering.

                         (ccc) Upon delivery and payment for the Firm Units on the Closing Date, 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.

                            (ddd) Except as disclosed in the Registration Statement and the Prospectus, no Initial Stockholder, 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 adversely affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.
                           (eee) The Company does not have any specific Business Combination under consideration and the Company has
not (nor has anyone on its behalf) contacted any prospective acquisition candidate or had any discussions, formal or otherwise, with respect to
such a transaction.

                          (fff) The Company has not prepared or used an Issuer Free Writing Prospectus, as such term is defined in Rule
433 under the Act in connection with the offering of the Units.

                  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 several Underwriters and the Underwriters agree severally and not jointly, to purchase, at a
price of $7.68 per unit (including $0.24 per Firm Unit to be held in the Trust Account as deferred discount and commissions (the ―Deferred
Underwriting Discount‖), the number of Firm Units set forth on Schedule I subject to adjustments 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, New York, New York (―DTC‖) at 10:00 a.m., New York time, on the third business day after the
date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after
4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as the Representative 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 for the Firm Units shall be made as follows: $73,675,000 of the proceeds received by the Company for
the Firm Units, together with $2,400,000 of Deferred Underwriting Discount shall be deposited in the Trust Account pursuant to the terms of
the Trust Agreement and the remaining $725,000 of the proceeds received by the Company for the Firm Units shall be paid to the order of the
Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm
Units (or through the facilities of DTC) for the several accounts of the Underwriters. The Firm Units shall be registered in such name or names
and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The
Company will permit the Representative to examine and package the Firm Units for delivery at least one full business day prior to the Closing
Date.
                             (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 an option to the Underwriters to purchase the Option Units at the price per unit as set
forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any
time before the Closing Date and/or (ii) only once thereafter within 45 days after the date of this Agreement, by the Representative, to the
Company setting forth the number of Option Units as to which the 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 option with respect to the
Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. The
Representative 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 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: $7.68 per Option Unit sold shall be deposited in the Trust Account pursuant to the Trust
Agreement (including $0.24 per Option Unit to be held in the Trust Account as Deferred Underwriting Discount) upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units sold (or through the
facilities of DTC) for the several accounts of the Underwriters.

                  3.   Offering by the Underwriters .

                  It is understood that the 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.

                  4.   Covenants of the Company .

                  The Company covenants and agrees with each of the Underwriters that:

                            (a) The Company will (A) prepare and timely file with the Commission under Rule 424(b) under the Act a
Prospectus in a form approved by the Representative containing information previously omitted at the time of effectiveness of the Registration
Statement in reliance on Rules 430A and 430C under the Act, (B) not file any amendment to the Registration Statement or distribute an
amendment or supplement to 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 and (C) file
on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriters.
                           (b) 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 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 any 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 best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if
issued.

                            (c) The Company will cooperate with the Underwriters 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.

                            (d) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any
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) (the ―Prospectus
Delivery Period‖) 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, 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.

                             (e) 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 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 the Underwriters or any dealer, any event shall occur as a result of which, in the judgment of the
Company or in the reasonable opinion of the Representative, it becomes necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances under which they were made, 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
light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law.
                             (f) If the General Disclosure Package is being used to solicit offers to buy the Units 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 Representative, 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 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.

                            (g) 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 the Representative in writing when such statement has been so made available.

                            (h) Prior to the Closing Date, the Company will furnish to the Representative, 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.

                            (i) The Company shall, on the date hereof, retain its registered independent certified 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 sale of the Underwritten Securities. As soon as the Audited Financial Statements become available, the Company shall
immediately file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial
Statements. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in
Section 2(c) hereof, the Company shall immediately file a Current Report on Form 8-K with the Commission, which report shall disclose the
Company’s sale of the Option Securities and its receipt of the proceeds therefrom.
                            (j) For a period of at least five (5) years from the Effective Date or until such earlier time that the Company is
required to be liquidated, the Company, at its expense, shall cause its regularly engaged registered independent certified public accountants to
review (but not audit) the Company’s financial statements for each of the first three fiscal quarters of each year prior to the announcement of
quarterly financial information, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly financial
information to stockholders.

                           (k) 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 the Business Combination.

                           (l) The Company will use its best efforts to effect and maintain the listing of the Securities on the American Stock
Exchange. For a period of at least five (5) years from the Effective Date, or until such earlier time upon which the Company is required to be
liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of
the Exchange Act. The Company will not deregister the Units, Common Stock and Warrants under the Exchange Act without the prior written
consent of the Representative.

                          (m) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Registration
Statement 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.

                          (n) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the
Securities in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act.

                           (o) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the
Company, a registrar for the Common Stock.

                           (p) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has
constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

                           (q)   In no event will the fees payable under the Services Agreement be more than $7,500 per month in the
aggregate.
                           (r) Except as set forth in this paragraph 4(r), the Company shall not pay any Initial Stockholder or any of their
affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation
of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business Combination.

                          (s) The Company will reserve and keep available that maximum number of its authorized but unissued securities
which are issuable upon exercise of any of the Securities outstanding from time to time.

                             (t) As soon as legally required to do so, the Company and its directors and officers, in their capacities as such,
shall take all actions necessary to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the ―Sarbanes-Oxley Act‖), including Section 402 related to loans and Sections 302 and 906 related to certifications.

                          (u) The Company and any of the Company’s directors or officers, in their capacities as such, shall take all actions
necessary to comply with any provision of (i) Part 8 of the AMEX Company Guide and (b) all other provisions of the American Stock
Exchange corporate governance requirements set forth in the AMEX Company Guide.

                            (v) 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 Certificate of Incorporation, as amended, or Bylaws, as amended.

                            (w) Prior to the consummation of a Business Combination or the liquidation of the Trust Account, the Company
shall not issue any shares of Common Stock, Warrants 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.

                            (x) 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.

                            (y) The Company hereby agrees that prior to commencing its due diligence investigation of any operating
business which the Company seeks to acquire for its initial Business Combination (―Target Business‖) or obtaining the services of any vendor
or service provider or other entity, it will use its best efforts to cause the Target Business or vendor or service provider or other entity with
which the Company executes an agreement to execute a waiver letter in the form attached hereto as Exhibit A.
                            (z) Upon the consummation of the initial Business Combination, the Company will pay to the Underwriter the
Deferred Underwriting Discount, less $0.24 per share held by holders of the Common Stock issued as part of the Units in this offering (―IPO
Shares‖) who exercised their conversion rights. Payment of the Deferred Underwriting Discount will be made out of the proceeds of this
offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held
in the Trust Account representing the Deferred Underwriting Discount. If the Company fails to consummate its initial Business Combination
within the required time period set forth in the Registration Statement, the Deferred Underwriting Discount will not be paid to the Underwriters
and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the holders of the IPO Shares. In
connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Underwriting Discount,
including any accrued interest thereon.

                           (aa) In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following
to the FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all such services and
copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services
should not be considered an ―underwriter and related person‖ with respect to the Company’s initial public offering, as such term is defined in
Rule 2710 of the FINRA’s 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 Business Combination. The
Company will not engage any FINRA member to assist the Company in identifying a merger partner or a business opportunity in connection
with the Company’s initial Business Combination without submitting to FINRA a copy of any agreements relating to the services to be
provided and a statement as to the compensation to be received by such member for providing such services.

                  5.    Costs and Expenses .

                              (a) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation,
printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto),
each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary
Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in
connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the
Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or
reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with
the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the American
Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several
states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification);
(vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters
relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives, but not the
Representative or its representatives, in connection with ―road show‖ presentations; (ix) the fees and expenses of the Company’s accountants
and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the
performance by the Company of its obligations hereunder.
                           (b) If this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Underwriters pursuant to Section 10(a)(i) hereof, or by reason of any failure, refusal or inability on
the part of the Company to perform any 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, refusal or inability is due primarily to the default or omission of the Underwriters, the Company shall
reimburse the Underwriters for reasonable documented 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; but the Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits from the
sale by it of the Units.

                  6.   Conditions of Obligations of the Underwriters .

                  The obligation 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 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 Rules 424, 430A, 430C or 433 under the Act, as applicable, 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 instituted 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 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 Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., counsel for the Company, dated the Closing Date or the Option Closing
Date, as the case may be, addressed to the Representative (and stating that it may be relied upon by counsel to the Underwriters) to the effect
that:

                                                       (i) The Company has been duly incorporated and is validly existing as a corporation in
                  corporate good standing under the laws of the State of Delaware, and has the corporate power and authority to own or lease,
                  as the case may be, its property and to conduct the business as described in the Registration Statement and the Prospectus,
                  and to execute, deliver and perform this Agreement, the Trust Agreement and the Warrant Agreement. The Company is duly
                  qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the conduct of its
                  business requires such qualifications.

                                                     (ii) Each of this Agreement, the Warrant Agreement, the Warrants, the Private
                  Placement Warrants, the Registration Rights Agreement, the Warrant Purchase Agreement, the Subscription Agreements, the
                  Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust Agreement have been duly authorized, executed and
                  delivered by the Company.

                                                      (iii) The authorized and outstanding capital stock of the Company is as set forth in the
                  Statutory Prospectus and the Prospectus. The offers and sales of the outstanding Common Stock and the Private Placement
                  Warrants were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or
                  exempt from such registration requirements. All issued and outstanding shares of Common Stock of the Company are duly
                  authorized, have been validly issued and are fully paid and non-assessable.

                                                      (iv) The Securities are not and will not be subject to the preemptive rights of any
                  holders of any security of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the
                  Company and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company
                  arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company.

                                                        (v) The Common Stock included in the Firm Units has been duly authorized and, when
                  issued and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The
                  shares of Common Stock issuable upon exercise of the Warrants and the Private Placement Warrants have been duly
                  authorized and, when issued and paid for pursuant to the Warrants or the Private Placement Warrants, as the case may be,
                  will be validly issued, fully paid and nonassessable.
                                     (vi) The Warrants, when issued and paid for by the Underwriters pursuant to this
Agreement, and the Private Placement Warrants, when issued and paid for pursuant to the Warrant Purchase Agreement, will
constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the
number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance
with their terms subject to customary exceptions. The form of certificate representing the Common Stock filed as an exhibit
to the Registration Statement is in due and proper form, satisfying the applicable requirements of the DGCL, the Certificate
of Incorporation, Bylaws and the applicable rules of the American Stock Exchange.

                                 (vii) The execution, delivery and performance of the Warrants and the Private
Placement Warrants have been duly authorized by all necessary corporate action on the part of the Company.

                                   (viii) Each of this Agreement, the Warrant Agreement, the Warrants, the Private
Placement Warrants, the Registration Rights Agreement, the Warrant Purchase Agreement, the Subscription Agreements, the
Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust Agreement constitutes a valid and binding
agreement of the Company enforceable against the Company in accordance with its terms subject to customary exceptions.
The holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights to subscribe for the
Securities.

                                     (ix) No consent, approval, authorization or order of, or filing with, any governmental
agency, public body or any court of the State of New York, the State of Delaware or of the United States of America is
required under New York Law, the DGCL or Federal Law for the execution, delivery or performance of this Agreement, the
Warrant Agreement, the Warrants, the Private Placement Warrants, the Registration Rights Agreement, the Warrant Purchase
Agreement, the Subscription Agreements, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Trust
Agreement by the Company, except (A) such as may be required under state securities laws or (B) for the filing of the
Registration Statement with the Commission and the receipt of the order of the Commission declaring such Registration
Statement effective (as noted in paragraph (xv) below, such counsel has been informed orally by the Commission that it has
declared the Registration Statement effective).
                                      (x) To such counsel’s knowledge, without any independent investigation or database or
third party search, there is no action, suit or proceeding by or before any court or other governmental agency, authority or
body or any arbitrator pending or overtly threatened against the Company or its properties by a third party of a character
required to be disclosed in the Registration Statement or the Prospectus that is not disclosed in the Registration Statement or
the Prospectus as required by the Act and the rules thereunder. To such counsel’s knowledge, there is no indenture, contract,
lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character required to be filed as an
exhibit to the Registration Statement, which is not filed as required by the Act and the rules thereunder.

                                       (xi) The execution, delivery and performance by the Company of this Agreement, the
Warrant Agreement, the Warrants, the Private Placement Warrants, the Registration Rights Agreement, the Warrant Purchase
Agreement, the Subscription Agreements, the Stock Escrow Agreement, the Warrant Escrow Agreement or the Trust
Agreement and compliance by the Company with the provisions thereof and the issuance and sale of the Securities pursuant
to and in accordance with the provisions of this Agreement, the Warrants and the Private Placement Warrants will not (i)
result in a breach or default (or give rise to any right of termination, cancellation or acceleration) under any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan or other agreement to which the Company is a party or may be
bound, and (ii) will not result in a breach or violation of any of the provisions of the Certificate of Incorporation or Bylaws,
the DGCL or any federal Law or New York Law, or, to such counsel’s knowledge, any judgment, order, writ, injunction or
decree of any court or other tribunal of which such counsel is aware and that is applicable to the Company.

                                      (xii) The Registration Statement, as of its effective date, the Prospectus, as of its date,
and the Statutory Prospectus (other than the financial statements, the notes thereto and the related schedules and other
financial and statistical information included therein or omitted therefrom, as to which such counsel expresses no opinion)
complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the
Commission thereunder.

                                     (xiii) The Securities and each agreement filed as an exhibit to the Registration
Statement conform in all material respects to the description thereof contained in the Registration Statement and in the
Prospectus. The descriptions in the Registration Statement and in the Prospectus, insofar as such statements constitute a
summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material
respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and
proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in
the Prospectus that are not described in the Registration Statement or the Prospectus or included as exhibits to the
Registration Statement that are not described or included as required.
                                                       (xiv) Such counsel has been informed by the Commission that the Registration
                  Statement was declared effective under the Securities Act as of [____] p.m. EST on [___________], 2007 (the ―Time of
                  Sale‖). The Prospectus was filed with the Commission in the manner and within the time period required by Rule 424(b)
                  under the Securities Act, on [______], 2007. To such counsel’s knowledge, no stop order suspending the effectiveness of the
                  Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been
                  instituted or is pending or threatened by the Commission.

                                                       (xv) The Company is not, and will not become, as a result of the consummation of the
                  transactions contemplated by this Agreement, and application of the net proceeds therefrom as described in the Prospectus,
                  required to register as an investment company under the 1940 Act.

                    In rendering such opinion Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. 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 Mintz Levin Cohn Ferris Glovsky
and Popeo, P.C. shall state that they believe that they and the Underwriters are justified in relying on such other counsel. In addition to the
matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which
leads them to believe that (i) the Registration Statement, at the time it became effective under the Act (including the information deemed to be
a part of the Registration Statement at the time it became effective pursuant to Rules 430A and 430C under the Act) and as of the Closing Date
or the Option Closing Date, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the General Disclosure Package,
as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the Closing Date or the Option Closing Date, as the case may be, contained
or contains an untrue statement of a material fact or omitted or omits 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, (except that such counsel need express no view as to financial
statements and schedules and other financial data derived therefrom).
                            (c) The Representative shall have received from Bingham McCutchen LLP, counsel for the Underwriters, an
opinion dated the Closing Date or the Option Closing Date, as the case may be, and addressed to the Representative, with respect to the
issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus and the Prospectus (together with any supplement
thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass upon such matters.

                             (d) The Representative 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 the Representative, of GGK confirming that it 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 PCAOB and stating that, in their opinion, the financial
statements and schedules examined by them and included in the Registration Statement 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 is 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 and the Prospectus.

                            (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 Chairman 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 any Preliminary
                  Prospectus or the Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have
                  been instituted 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;

                                                   (iii) All filings required to have been made pursuant to Rules 424, 430A 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, 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 necessary in order to make the statements therein not
                  misleading, and since the Effective Date, 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 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 and 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, have been duly listed, subject to notice of issuance, on the American
Stock Exchange.

                        (h) On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust
Agreement, the Warrant Agreement, the Warrant Purchase Agreement, the Services Agreement and each of the Insider Letters.

                           (i) The entire $1,525,000 of proceeds from the sale of the Private Placement Warrants shall have been deposited
in the Trust Account in accordance with the terms of the Warrant Purchase Agreement.
                           (j)   The FINRA has not 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 satisfactory to the Representative and to Bingham McCutchen LLP, counsel for the Representative.

                  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, by telephone or facsimile 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.   Conditions of the Obligations of the Company .

                   The obligations of the Company to sell and deliver the portion of the Units required to be delivered as and when specified in
this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

                  8.   Indemnification .

                              (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein 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 inclusion therein; it being understood and agreed that the only
such information so furnished consists of the information described as such in Section 12 herein. This indemnity agreement is in addition to
any liability which the Company may otherwise have.
                              (b) Each of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, each
of its directors, each of its officers who signs or has signed the Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the
Representative specifically for inclusion in the documents referred to in the foregoing indemnity; it being understood and agreed that the only
such information so furnished consists of the information described as such in Section 12 herein. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise have.

                              (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the
indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to
represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel
to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any
of the indemnified parties is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
                             (d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or
defending the same) (collectively ―Losses‖) to which the Company and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of
the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the
Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information provided 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 or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph (d), 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. For purposes of this
Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
                           (e) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, the Prospectus or any
supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction
of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon it by any
other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional
defendant in any such proceeding in which such other contributing party is a party.

                            (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims,
damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations
and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation
made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A
successor to any Underwriter, or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling
the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.

                  9.    Notices .

                  All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered or
telecopied and confirmed as follows: if to the Underwriters, to SunTrust Robinson Humphrey, Inc., 303 Peachtree Road, Suite 3600, M/C 662,
Atlanta, GA 30308; Attention: William J. R. Mayfield, Senior Vice President and Deputy General Counsel, with a copy to Bingham
McCutchen LLP, 150 Federal Street, Boston, MA 02110, Attention: Glen R. Openshaw, Esq.; if to the Company, to Secure America
Acquisition Corporation, 4100 North Fairfax Drive, Suite 1150, Arlington, VA 22203-1664, with a copy to Mintz Levin Cohn Ferris Glovsky
and Popeo, P.C., 666 Third Avenue, New York, NY 10017, Attention: Jeffrey P. Schultz, Esq.

                  10.    Termination .

                    This Agreement may be terminated by the Representative 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, any
material adverse change or any development involving a prospective material adverse change in or affecting the earnings, 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, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or
international calamity or crisis if the effect of such outbreak, escalation, declaration, emergency, calamity or crisis on the financial markets of
the United States would, in the Representative’s judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for
the sale of the Units, (iii) any material change in economic or political conditions, if the effect of such change on the financial markets of the
United States would, in the Representative’s judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for the
sale of the Units, (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such
exchange or market, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other
governmental authority which in the Representative’s opinion materially and adversely affects or may materially and adversely affect the
business or operations of the Company, (vi) the declaration of a banking moratorium by United States, New York State or Georgia State
authorities, (vii) the suspension of trading of the Company’s Securities by the American Stock Exchange, the Commission, or any other
governmental authority or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which
in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in
Section 6 or Section 13 of this Agreement.
                  11.   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 Securities from the Underwriters shall be deemed a successor or
assign merely because of such purchase.

                  12.   Information Provided by Underwriter .

                  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, any Preliminary Prospectus or the Prospectus consists of the
information set forth in the fourth paragraph under the caption ―Underwriting‖ in the Prospectus.

                  13.   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), the Representative shall use its 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 the 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 the Representative 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. In the event of a default by any Underwriter or Underwriters, as set forth in this Section
13, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the
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 13 shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
                 14.    Miscellaneous .

                   The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations,
warranties and covenants 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.

                   The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an
arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be
acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s
engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not
in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the
offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The
Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency,
fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
                  This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the
Underwriters, or any of them, with respect to the subject matter hereof.

                  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.

                  The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby

                  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.

                                      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
                  If the foregoing 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,

                                                                SECURE AMERICA ACQUISITION CORPORATION


                                                                By:
                                                                       Name:
                                                                       Title:


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

SUNTRUST ROBINSON HUMPHREY, INC.,
 As Representative of the Several
      Underwriters listed on Schedule I


By

               Authorized Officer



By

              Authorized Officer
                                   SCHEDULE I


SunTrust Robinson Humphrey, Inc.
Morgan Joseph & Co., Inc.
GunnAllen Financial
Maxim Group LLC


Total:         10,000,000
                     SCHEDULE II

PRICE AND OTHER TERMS OF THE OFFERING CONVEYED ORALLY
                                                                                                                                             Exhibit A

                                                          FORM OF WAIVER LETTER
                                               [Letterhead of prospective vendor or target business.]

Secure America Acquisition Corporation
1005 Glebe Road, Suite 550
Arlington, VA 22201

[DATE]

Ladies and Gentlemen:

 We understand that Secure America Acquisition Corporation (the ―Company‖) is a recently organized blank check company formed for the
purpose of acquiring (an ―Initial Business Combination‖) one or more businesses or assets. We further understand that the Company’s sole
assets consist of the cash proceeds of the recent initial public offering (the ―IPO‖) and private placement of its securities, and that substantially
all of those proceeds have been deposited in a trust account with a third party (the ―Trust Account‖) for the benefit of the Company, its public
stockholders (as defined in the agreement governing the Trust Account) and the underwriters of its IPO. The monies in the Trust Account may
be disbursed only (1) to the Company in limited amounts from time to time (and in no event more than $1,400,000 in total) in order to permit
the Company to pay its operating expenses; (2) if the Company completes an initial business combination, to certain dissenting public
stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they
have deferred, and then to the Company; and (3) if the Company fails to complete an initial business combination within the allotted time
period and liquidates subject to the terms of the agreement governing the Trust Account, to the Company in limited amounts to permit the
Company to pay the costs and expenses of its liquidation and dissolution and then to the Company’s public stockholders.

 For and in consideration of the Company’s agreement to [engage our services][evaluate us for purposes of consummating its Initial Business
Combination], we hereby agree to waive any right, title, interest or claim of any kind (any ―Claim‖) we have or may have in the future in or to
any monies in the Trust Account and not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts
released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company
in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the
Company.

 This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
letter agreement or any Claim subject hereto.

                                                                       Very truly yours,

                                                                       [NAME OF VENDOR/TARGET]


                                                                       By:
                                                                                 Name:

                                                                                 Title:
                                          FOUNDER WARRANT PURCHASE AGREEMENT

         THIS FOUNDER WARRANT PURCHASE AGREEMENT (this ― Agreement ‖) is made as of [●] , 2007, between Secure America
Acquisition Corporation, a Delaware corporation (the ― Company ‖), and SECURE AMERICA ACQUISITION HOLDINGS, LLC, a
Delaware limited liability company (the ― Purchaser ‖). Except as otherwise indicated herein, capitalized terms used herein are defined in
Section 7 hereof.

        WHEREAS, the Purchaser is an entity affiliated with the officers and directors of the Company; and

         WHEREAS, in furtherance of the Company’s plan to obtain funding through an initial public offering (the ― Offering ‖) of its units
(the ― Units ‖), each Unit consisting of one share of common stock (the ― Common Stock ‖), par value $0.0001 per share, of the Company (the
― Unit Common Stock ‖) and one warrant to purchase one share of Common Stock (each, a ― Unit Warrant ‖ and collectively, the ― Unit
Warrants ‖), and to demonstrate its commitment to this plan, the Purchaser desires to make an investment in the Company by purchasing
1,525,000 warrants (each, a ― Founder Warrant ‖ and collectively, the ― Founder Warrants ‖ ) on the terms and conditions described herein.

        NOW THEREFORE, the parties to this Agreement hereby agree as follows:

        Section 1.   Authorization, Purchase and Sale; Terms of the Founder Warrants .

                  A. Authorization of the Founder Warrants. The Company has authorized, and hereby ratifies such authorization by
execution hereof, the issuance and sale to the Purchaser of an aggregate of 1,525,000 Founder Warrants. Each Founder Warrant shall, upon
exercise and payment of the exercise price specified therein, entitle the holder to purchase one share of the Company’s Common Stock.

                   B. Purchase and Sale of the Founder Warrants . The Company shall sell to the Purchaser, and subject to the terms and
conditions set forth herein, the Purchaser shall purchase from the Company, prior to the effectiveness of the Registration Statement, 1,525,000
Founder Warrants. The purchase price of each Founder Warrant shall be $1.00 per warrant (the ― Purchase Price ‖), which shall be paid in
immediately available funds through wire transfers to the trust account (the ― Trust Account ‖) to be established pursuant to that certain
Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company (― Continental ‖).
The aggregate Purchase Price shall be wired to the Trust Account by the Purchaser so as to be on deposit in the Trust Account not less than 24
hours prior to the effectiveness of the Registration Statement. Amounts so received in the Trust Account shall be credited against the purchase
obligations of the Purchaser.

                   C. Terms of the Founder Warrants . The Founder Warrants shall carry rights and terms identical to those possessed by the
Unit Warrants described in the Registration Statement, subject to the following exceptions: (i) the Founder Warrants are not subject to
redemption so long as they are owned by the Purchaser or its members as of the date of this Agreement, (ii) the Founder Warrants may be
exercised on a cashless basis while the Unit Warrants cannot be exercised on a cashless basis and (iii) upon an exercise of the Founder
Warrants, the holder of the Founder Warrants will receive unregistered shares of Common Stock. The Founder Warrants will be differentiated
from Warrants sold in the Offering through the legends contained on the certificates representing the Founder Warrants indicating the
restrictions and rights specifically applicable to such Founder Warrants as are described in the Registration Statement.
                    D. Transfer Restrictions . The Founder Warrants, subject to certain limited exceptions described below, will not be
transferable or salable until they are released from escrow, which will not occur until the later of (a) one year after the date of the final
prospectus included in the Registration Statement and (b) sixty days after the consummation of the Company’s intitial Business Combination.
Prior to their release from escrow, the Founder Warrants may be transferred (i) to persons or entities controlling, controlled by, or under comon
control with the Founder, or to any stockholder, member, partner or limited partner of such entity, or (ii) to family members and trusts of
permitted assignees for estate planning purposes or, upon the death of any such person, to an estate or beneficiaries of permitted assignees. In
each case, such transferees will be subject to the same transfer restrictions as the Founder until after the Company completes its initial Business
Combination.

         Section 2. The Closing . The closing of the purchase and sale of the Founder Warrants to the Purchaser (the ― Closing ‖) shall take
place immediately prior to the effectiveness of the Registration Statement. At the Closing, the Company shall deliver warrant certificates
evidencing the Founder Warrants to be purchased by the Purchaser hereunder to Continental, acting as escrow agent, pursuant to the founder
warrant escrow agreement, by and among the Company, Continental and the Purchaser (the ― Founder Warrant Escrow Agreement ‖),
registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor, by wire transfer of immediately available funds
to the Trust Account pursuant to Section 1.B. above.

        Section 3. Representations, Warranties and Covenants of the Purchaser . As a material inducement to the Company to enter into
this Agreement and issue and sell the Founder Warrants to the Purchaser, the Purchaser hereby represents, warrants and covenants to the
Company that:

                  A.   Capacity and State Law Compliance .

                    (i) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of
Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Purchaser.

                   (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the
Purchaser as of the Closing.

                   (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a
state in which the offer and sale of the Founder Warrants is permitted under applicable securities laws. The Purchaser understands and
acknowledges that the purchase of Common Stock upon exercise of the Founder Warrants may require the registration of such Common Stock
under federal and/or state securities laws or the availability of an exemption from such registration requirements.

                                                                        2
                  B.   Authorization; No Breach.

                            (i) The Purchaser has the full right, power and authority to enter into this Agreement, and this Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.

                           (ii) The execution and delivery by the Purchaser of this Agreement, and the fulfillment of and compliance with the
terms hereof by the Purchaser do not, and shall not as of the Closing, conflict with or result in a breach of the terms, conditions or provisions of
any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

                  C.   Investment Representations.

                          (i) The Purchaser is acquiring the Founder Warrants and, upon exercise thereof, will acquire the Common Stock
issuable upon such exercise (collectively, the ― Securities ‖), for its own account, for investment only and not with a view towards, or for resale
in connection with, any public sale or distribution thereof.

                           (ii)   The Purchaser is an ―accredited investor‖   as defined in Rule 501(a)(3) of Regulation D.

                            (iii) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws, and that the Company is relying in part upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties and agreements of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

                          (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act, including the filing of the Registration Statement.

                             (v) By virtue of the Purchaser’s affiliation with officers and directors of the Company, the Purchaser has access to
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities. The
Purchaser has been afforded the opportunity to ask questions of the other executive officers and directors of the Company. The Purchaser
understands that its investment in the Securities involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice
as the Purchaser has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The
Purchaser has received and reviewed a copy of the Registration Statement, including, without limitation, the language therein under the caption
―Risk Factors.‖

                           (vi) The Purchaser understands that no United States federal or state agency or any other government or
governmental agency has passed on, or made any recommendation or endorsement of, the Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

                                                                         3
                             (vii) The Purchaser understands that: (A) the Securities have not been registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (x) subsequently registered thereunder or (y) sold in
reliance on an exemption therefrom; and, (B) except as specifically set forth in the Registration Rights Agreement, neither the Company nor
any other person is under any obligation to register such Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. In this regard, the Purchaser represents that it is familiar with Rule 144 adopted pursuant to
the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser is able to bear the economic
risk of its investment in the Securities for an indefinite period of time.

                            (viii) The Purchaser is an investor in securities of companies in the development stage and acknowledges that it
has knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments generally and
particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or
anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss
of its investment in the Securities.

                            (ix) Without in any way limiting the representations set forth above, the Purchaser agrees not to make any
disposition of the Securities (or any part thereof) unless and until:

                                     (A) There is then in effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration statement; or

                                     (B) the Purchaser shall have notified the Company of the proposed disposition and shall have furnished
the Company with a detailed statement of the circumstances surrounding the proposed disposition and, if reasonably requested by the
Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such Securities under the Securities Act. Notwithstanding the foregoing, the Purchaser also
understands and acknowledges that the transfer or exercise of the Founder Warrants is subject to the specific conditions to such transfer or
exercise as outlined herein, as to which the Purchaser specifically assents by its execution hereof.

                   D. No Group. By virtue of the Purchaser’s purchase of the Founder Warrants under this Agreement, such participation shall
not be construed so as to make the Purchaser part of, or a participant in, a ―group‖ as defined in Rule 13d-5 of the Exchange Act with respect to
any securities of the Company.

                                                                        4
                  E.   Rescission Right Waiver and Indemnification.

                             (i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the
Securities Act requires that there be no general solicitation of purchasers of the Founder Warrants. In this regard, if the Offering were deemed
to be a general solicitation with respect to the Founder Warrants, the offer and sale of such Founder Warrants might not be exempt from
registration and, if not, the Purchaser would have a prima facie claim, subject to applicable defenses, to rescind its purchase of the Founder
Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the Trust Account from
claims that may adversely affect the Company or the interests of its stockholders, the Purchaser hereby agrees to waive, to the maximum extent
permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the
Founder Warrants. The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Founder
Warrants to the Purchaser. The Purchaser further agrees that the foregoing waiver of rescission rights shall, to the extent permitted under
applicable law, apply to any and all known or unknown actions, causes of action, suits, claims, or proceedings (collectively, ―
Rescission Claims ‖) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary,
and expenses in connection therewith (collectively, ― Losses and Expenses ‖), including, without limitation, reasonable attorneys’ and expert
witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission
Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Founder
Warrants hereunder or relating to the purchase of the Founder Warrants and the transactions contemplated hereby.

                         (ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions
from the Trust Account with respect to any shares of Common Stock acquired by the Purchaser in connection with the exercise of the Founder
Warrants purchased pursuant to this Agreement (― Claim ‖) and hereby waives any Claim the undersigned may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever.

                           (iii) The Purchaser agrees to indemnify and hold harmless the Company and the Trust Account against any and all
Losses and Expenses whatsoever to which the Company and the Trust Account may become subject as a result of the purchase of the Founder
Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser, but only to the extent necessary to ensure that such
Losses and Expenses do not reduce the amount in the Trust Account. Further, the Purchaser agrees to indemnify and hold harmless SunTrust
Robinson Humphrey, Inc., individually and as representative of the underwriters (― SunTrust ‖) against any and all Losses and Expenses
whatsoever to which SunTrust may become subject as a result of the purchase of the Founder Warrants by the Purchaser, including, but not
limited to, any Claim by the Purchaser.

                                                                         5
                            (iv) The Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase
the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Agreement.

                             (v) The Purchaser agrees that, to the extent any waiver of rights under this Section 3.E. is ineffective as a matter of
law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company
hereunder in this regard.

         Section 4.   Conditions Precedent to Closing .

                  A. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions:

                             (i) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3
shall be true at and as of the Closing as though then made.

                           (ii) Performance. The Purchaser shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

                           (iii) Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the
execution, delivery and performance of this Agreement and the issuance and sale of the Founder Warrants hereunder.

                 B. This Agreement evidences the agreement between the Company, on the one hand, and the Purchaser, on the other hand.
Accordingly the Company may (but shall not be required to) waive any closing condition with respect to the Purchaser.

         Section 5. Termination . This Agreement may be terminated by agreement of the Company and the Purchaser at any time prior to
the consummation of the Closing if the Offering is not closed within the time periods described in the Underwriting Agreement after the
Registration Statement is declared effective, and this Agreement shall automatically terminate without any further action by any party and
thereafter be null and void upon termination of the Underwriting Agreement or the Offering.

         Section 6. Survival . All of the representations, warranties, covenants and agreements contained in Section 3 shall survive the
Closing for a period of six (6) months, except as otherwise specifically provided herein.

                                                                         6
        Section 7.    Definitions . For the purposes of this Agreement, the following terms have the meanings set forth below:

                        ― Business Combination ‖ means a merger, stock exchange, asset acquisition, stock purchase or similar business
combination of the Company with a target business or businesses and which meets the size, timing and other criteria outlined in the
Registration Statement.

                           ― Commission ‖ means the United States Securities and Exchange Commission.

                           ― Exchange Act ‖ means the Securities Exchange Act of 1934, as amended.

                           ― Person ‖ means any individual, partnership, corporation, limited liability company, association, joint stock
company, trust, joint venture, unincorporated organization or governmental entity or any department, agency or political subdivision thereof.

                         ― Registration Statement ‖ means the Company’s registration statement on Form S-1 (File No. 333- 144028 ), as
the same has been, and may be, amended from time to time hereafter and filed with the Commission.

                           ― Securities Act ‖ means the Securities Act of 1933, as amended.

                       ― Underwriting Agreement ‖ means that certain underwriting agreement to be entered into by and among the
Company and SunTrust immediately prior to the effectiveness of the Registration Statement.

        Section 8.    Miscellaneous .

                 A.    Legends.

                           (i)   The certificates evidencing the Founder Warrants will include the legend set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO
SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A FOUNDER
WARRANT PURCHASE AGREEMENT DATED [●] , 2007, WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE
FOUNDER WARRANT PURCHASE AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS
EXECUTIVE OFFICES. THESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF A FOUNDER
WARRANT ESCROW AGREEMENT DATED [●] , 2007 WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED THEREIN,
A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES.
                                                 7
                             (ii) By accepting the certificates bearing the aforesaid legend, the Purchaser agrees, prior to any permitted transfer
of the Founder Warrants represented by the certificates and subject to the restrictions contained herein, to give written notice to the Company
expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present
copies thereof to its counsel and the following provisions shall apply:

                                     (x) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion
of counsel to the Company, the proposed transfer of such Founder Warrants may be effected without registration under the Securities Act and
applicable state securities acts, the Company shall promptly thereafter notify the Purchaser, whereupon the Purchaser shall be entitled to
transfer such Founder Warrants, all in accordance with the terms of the notice delivered by the Purchaser and upon such further terms and
conditions as shall be required to ensure compliance with the Securities Act and the applicable state securities acts, and, upon surrender of the
certificate evidencing such Founder Warrants, in exchange therefor, a new certificate not bearing a legend of the character set forth above if
such counsel reasonably believes that such legend is no longer required under the Securities Act and the applicable state securities acts; and

                                      (y) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion
of counsel to the Company, the proposed transfer of such Founder Warrants may not be effected without registration under the Securities Act
or the applicable state securities acts, a copy of such opinion shall be promptly delivered to the Purchaser, and such proposed transfer shall not
be made unless such registration is then in effect.

                              (iii) The Company may, from time to time, make stop transfer notations in its records and deliver stop transfer
instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance with the Securities Act and the applicable
state securities acts.

                   B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of
the parties hereto, whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement.

                  C. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

                                                                        8
                   D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts, taken together, shall constitute one and the same Agreement. Facsimile
signatures shall be deemed originals for all purposes hereunder.

                  E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word ―including‖ in this Agreement shall be by way of example rather
than by limitation.

                   F. Governing Law. The general corporation law of the State of Delaware shall govern all issues and questions concerning
the construction, validity, enforcement and interpretation of this Agreement, without giving effect to any choice of law or conflict of law rules
or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware.

                  G. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by
reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and
postage prepaid. Such notices, demands and other communications shall be sent:

                  if to the Company, to:

                  Secure America Acquisition Corporation
                  1005 North Glebe Road, Suite 550
                  Arlington, VA 22201
                  Attn: Harvey L. Weiss, Co-Chief Executive Officer

                  with a copy (which shall not constitute notice) to:

                  Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
                  666 Third Avenue, 25th Floor
                  New York, New York 10017
                  Attn: Kenneth R. Koch, Esq.

                  and if to Purchaser:

                  Secure America Acquisition Holdings, LLC
                  1005 North Glebe Road, Suite 550
                  Arlington, VA 22201
                  Attn: C. Thomas McMillen, Chief Executive Officer

or in any case to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the
sending party.

                                                                        9
                 H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto,
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.

                                    {Remainder of page left intentionally blank. Signature page(s) to follow}

                                                                         10
         IN WITNESS WHEREOF, the undersigned have executed this Founder Warrant Purchase Agreement as of the date first written
above.


COMPANY:                                                     SECURE AMERICA ACQUISITION CORPORATION


                                                             By:   /s/ C. Thomas McMillen
                                                                   Name: C. Thomas McMillen
                                                                   Title: Co-Chief Executive Officer and Chairman


PURCHASER:                                                   SECURE AMERICA ACQUISITION
                                                             HOLDINGS, LLC


                                                             By:   /s/ C. Thomas McMillen
                                                                   Name: C. Thomas McMillen
                                                                   Title: Chief Executive Officer
                                                   PROXY VOTING AGREEMENT
                                                         (Weiss/McNeill)

 THIS PROXY VOTING AGREEMENT (this ― Agreement ‖) is made effective as of June 8, 2007 (the ― Effective Date ‖), by and between
Harvey L. Weiss (― Weiss ‖), an individual and a Member of Fortress America Holdings, LLC (― Fortress ‖) and Philip A. McNeill, an
individual (― McNeill ‖).

                                                              RECITALS :

 WHEREAS , Weiss, Fortress and C. Thomas McMillen (― McMillen ‖) entered into that certain Operating Agreement, effective as of June 8,
2007, whereby the parties thereto set forth their agreements regarding the governance and operation of Fortress; and

 WHEREAS , Fortress was formed with the purpose of serving as the managing member of Fortress America Acquisition Holdings, LLC, a
Delaware limited liability company (― FAAH ‖); and

 WHEREAS , Fortress holds 23,600 FAAH Class B membership units, or one percent (1%) of the total number of FAAH membership units
issued and outstanding as of the effective date hereof; and

 WHEREAS , FAAH was formed with the purpose of investing in Fortress America Acquisition Corporation II (― FAAC II ‖), a blank check
company organized under the laws of the State of Delaware; and

 WHEREAS , FAAC II was formed with the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase
or other similar business combination, one (1) or more operating businesses in the homeland security industry (a ― Business Combination ‖);
and

        WHEREAS , FAAH has purchased insider shares (the ― Founder Shares ‖) of FAAC II’s common stock, par value $0.0001 per share;
and

 WHEREAS , FAAC II has twenty-four (24) months from the effective date of its initial public offering pursuant to that certain registration
statement on Form S-1 to consummate a Business Combination or its corporate existence will cease by operation of law; and

 WHEREAS , the Founder Shares will be placed in an escrow account and will not be transferable or salable (except under limited conditions)
until released from escrow in accordance with those terms and conditions set forth in an escrow agreement, by and among FAAH, FAAC II and
Continental Stock Transfer & Trust Company, as escrow agent (the ― Founder Shares Escrow Agreement ‖); s uch release date shall be referred
to herein as the ― Escrow Shares Release Date ‖; and

 WHEREAS , the Escrow Shares Release Date shall not occur prior to one (1) year following the consummation of a Business Combination or
earlier if, following the consummation of a Business Combination, FAAC II consummates a transaction after the Business Combination which
results in all of the stockholders of the combined entity having the right to exchange their shares of FAAC II Common Stock for cash,
securities or other property; and

                                                                    1
 WHEREAS , All FAAH members are entitled to receive Founder Shares upon the occurrence of a Founder Share Distribution (as defined
below), at which time FAAH shall distribute, transfer and deliver the Founder Shares to its members (including, without limitation, to Weiss,
McMillen and Fortress) in proportion to their respective number of membership units of FAAH owned by each FAAH member; and

 WHEREAS , a ― Founder Share Distribution ‖ shall occur upon the earlier of: (i) thirty (30) days following the effective date of a registration
statement covering the Founder Shares and (ii) one hundred twenty (120) days following the Escrow Shares Release Date; and

 WHEREAS , FAAH shall distribute to all of its members (including, without limitation, to Weiss, McMillen and Fortress), and its members
shall be entitled to receive from FAAH, the Founder Shares in accordance with the terms and conditions set forth in FAAH’s operating
agreement and in the Founder Shares Escrow Agreement; and

 WHEREAS , Weiss is the beneficial owner of fifty percent (50%) of the membership units of Fortress; and

 WHEREAS , Weiss desires to grant to McNeill, and McNeill desires to receive from Weiss, an irrevocable proxy to vote fifty-one percent
(51%) of his membership units in Fortress (the ― Voting Units ‖) in accordance with the terms set forth herein below.

                                                               AGREEMENT :

 NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto
covenant and agree as follows:

 1. Irrevocable Proxy . By execution of this Agreement, Weiss does hereby appoint and constitute McNeill, until the Expiration Date (as
defined in Section 2 below), with full power of substitution and resubstitution, as Weiss’s true and lawful attorney and irrevocable proxy, to the
full extent of the undersigned’s voting rights with respect to the Voting Units. Weiss intends this proxy to be irrevocable until the Expiration
Date.

 2. Expiration Date . This Agreement shall terminate and shall have no further force or effect upon a Founder Share Distribution (the ―
Expiration Date ‖).

 3. Amendments and Modifications . This Agreement may not be modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.

 4. Specific Performance; Injunctive Relief . The parties hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall
be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the
provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any State or Federal court in the State of Virginia,
in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond
with respect to any such remedy are hereby waived.

                                                                        2
 5. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile (with confirmation of receipt), or sent by mail (registered or certified mail, postage prepaid, return
receipt requested) or overnight courier (prepaid) to the respective parties as follows:



               If to Weiss:                        Harvey L. Weiss
                                                   9121 Town Gate Lane
                                                   Bethesda, Maryland 20817
                                                   Facsimile: ( ) _____________

               If to McNeill:                      Philip A. McNeill
                                                   6715 Rock Fall Court
                                                   Clifton, Virginia 20124
                                                   Facsimile: ( ) _____________

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective upon receipt.

 6. Governing Law; Jurisdiction and Venue . This Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of Virginia without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and
submit to the exclusive jurisdiction of any state or federal court sitting in Fairfax County, Virginia for any litigation arising out of or relating to
this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts),
waive any objection to the laying of venue of any such litigation in the Fairfax County, Virginia courts and agree not to plead or claim in any
Fairfax County, Virginia court that such litigation brought therein has been brought in any inconvenient forum.

 7. Entire Agreement . This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

 8. Counterparts . This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

 9. Effect of Headings . The section headings herein are for convenience only and shall not affect the construction of interpretation of this
Agreement.

 10.   Recitals . The Recitals herein above are hereby incorporated into this Agreement as if fully stated herein.

                                                                          3
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Effective Date.


                                                             HARVEY L. WEISS, an individual


                                                             By:    /s/ Harvey L. Weiss
                                                                    Name: Harvey L. Weiss



                                                             PHILIP A. McNEILL, an individual


                                                             By:    /s/ Philip A. McNeill
                                                                    Name: Philip A. McNeill




                                                                4
                                                   PROXY VOTING AGREEMENT
                                                       (McMillen/Rockwell)

 THIS PROXY VOTING AGREEMENT (this ― Agreement ‖) is made effective as of June 8, 2007 (the ― Effective Date ‖), by and between
C. Thomas McMillen (― McMillen ‖), an individual and a Member of Fortress America Holdings, LLC (― Fortress ‖) and S. Kent Rockwell, an
individual (― Rockwell ‖).

                                                              RECITALS :

 WHEREAS , McMillen, Fortress and Harvey L. Weiss (― Weiss ‖) entered into that certain Operating Agreement of Fortress, effective as of
June 8, 2007, whereby the parties thereto set forth their agreements regarding the governance and operation of Fortress; and

 WHEREAS , Fortress was formed with the purpose of serving as the managing member of Fortress America Acquisition Holdings, LLC, a
Delaware limited liability company (― FAAH ‖); and

 WHEREAS , Fortress holds 23,600 FAAH Class B membership units, or one percent (1%) of the total number of FAAH membership units
issued and outstanding as of the effective date hereof; and

 WHEREAS , FAAH was formed with the purpose of investing in Fortress America Acquisition Corporation II (― FAAC II ‖), a blank check
company organized under the laws of the State of Delaware; and

 WHEREAS , FAAC II was formed with the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase
or other similar business combination, one (1) or more operating businesses in the homeland security industry (a ― Business Combination ‖);
and

        WHEREAS , FAAH has purchased insider shares (the ― Founder Shares ‖) of FAAC II’s common stock, par value $0.0001 per share;
and

 WHEREAS , FAAC II has twenty-four (24) months from the effective date of its initial public offering pursuant to that certain registration
statement on Form S-1 to consummate a Business Combination or its corporate existence will cease by operation of law; and

 WHEREAS , the Founder Shares will be placed in an escrow account and will not be transferable or salable (except under limited conditions)
until released from escrow in accordance with those terms and conditions set forth in an escrow agreement, by and among FAAH, FAAC II and
Continental Stock Transfer & Trust Company, as escrow agent (the ― Founder Shares Escrow Agreement ‖); s uch release date shall be referred
to herein as the ― Escrow Shares Release Date ‖; and

 WHEREAS , the Escrow Shares Release Date shall not occur prior to one (1) year following the consummation of a Business Combination or
earlier if, following the consummation of a Business Combination, FAAC II consummates a transaction after the Business Combination which
results in all of the stockholders of the combined entity having the right to exchange their shares of FAAC II Common Stock for cash,
securities or other property; and

                                                                    1
 WHEREAS , All FAAH members are entitled to receive Founder Shares upon the occurrence of a Founder Share Distribution (as defined
below), at which time FAAH shall distribute, transfer and deliver the Founder Shares to its members (including, without limitation, to
McMillen, Weiss and Fortress) in proportion to their respective number of membership units of FAAH owned by each FAAH member; and

 WHEREAS , a ― Founder Share Distribution ‖ shall occur upon the earlier of: (i) thirty (30) days following the effective date of a registration
statement covering the Founder Shares and (ii) one hundred twenty (120) days following the Escrow Shares Release Date; and

 WHEREAS , FAAH shall distribute to all of its members (including, without limitation, to McMillen, Weiss and Fortress), and its members
shall be entitled to receive from FAAH, the Founder Shares in accordance with the terms and conditions set forth in FAAH’s operating
agreement and in the Founder Shares Escrow Agreement; and

 WHEREAS , McMillen is the beneficial owner of fifty percent (50%) of the membership units of Fortress; and

 WHEREAS , McMillen desires to grant to Rockwell, and Rockwell desires to receive from McMillen, an irrevocable proxy to vote fifty-one
percent (51%) of his membership units in Fortress (the ― Voting Units ‖) in accordance with the terms set forth herein below.

                                                               AGREEMENT :

 NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto
covenant and agree as follows:

 1. Irrevocable Proxy . By execution of this Agreement, McMillen does hereby appoint and constitute Rockwell, until the Expiration Date
(as defined in Section 2 below), with full power of substitution and resubstitution, as McMillen’s true and lawful attorney and irrevocable
proxy, to the full extent of the undersigned’s voting rights with respect to the Voting Units. McMillen intends this proxy to be irrevocable until
the Expiration Date.

 2. Expiration Date . This Agreement shall terminate and shall have no further force or effect upon a Founder Share Distribution (the ―
Expiration Date ‖).

 3. Amendments and Modifications . This Agreement may not be modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.

 4. Specific Performance; Injunctive Relief . The parties hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof or was otherwise breached. It is accordingly agreed that the parties shall
be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the
provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any State or Federal court in the State of Virginia,
in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond
with respect to any such remedy are hereby waived.

                                                                        2
 5. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or facsimile (with confirmation of receipt), or sent by mail (registered or certified mail, postage prepaid, return
receipt requested) or overnight courier (prepaid) to the respective parties as follows:


               If to McMillen:                     C. Thomas McMillen
                                                   1103 South Carolina Avenue, SE
                                                   Washington, DC 20003
                                                   Facsimile: (703) 528-0956

               If to Rockwell:                     S. Kent Rockwell
                                                   960 Penn Avenue
                                                   Suite 800
                                                   Pittsburgh, Pennsylvania 15222
                                                   Facsimile: ( ) _____________

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective upon receipt.

 6. Governing Law; Jurisdiction and Venue . This Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of Virginia without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and
submit to the exclusive jurisdiction of any state or federal court sitting in Fairfax County, Virginia for any litigation arising out of or relating to
this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts),
waive any objection to the laying of venue of any such litigation in the Fairfax County, Virginia courts and agree not to plead or claim in any
Fairfax County, Virginia court that such litigation brought therein has been brought in any inconvenient forum.

 7. Entire Agreement . This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

 8. Counterparts . This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

 9. Effect of Headings . The section headings herein are for convenience only and shall not affect the construction of interpretation of this
Agreement.

 10.   Recitals . The Recitals herein above are hereby incorporated into this Agreement as if fully stated herein.

                                                                          3
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Effective Date.


                                                             C. THOMAS McMILLEN, an individual


                                                             By:    /s/ C. Thomas McMillen
                                                                    Name: C. Thomas McMillen




                                                             S. KENT ROCKWELL, an individual


                                                             By:    /s/ S. Kent Rockwell
                                                                    Name: S. Kent Rockwell




                                                                4
                                                                                                                                   Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Secure America Acquisition Corporation



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 June 25, 2007, except for the first paragraph of Note 1 and Note 5, as to which the date is August 6, 2007, on the financial statements of
Secure America Acquisition Corporation (formerly Fortress America Acquisition Corporation II) as of June 11, 2007 and for the period from
May 14, 2007 (inception) to June 11, 2007, which appears in such Prospectus. We also consent to the reference to our Firm under the caption
―Experts‖ in such Prospectus.




GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 3, 2007