USE OF PROCEEDS

We estimate that the net proceeds of this offering (all of which will be deposited into the trust fund), will be as set forth in the following table:

		Without Over-Allotment Option				[Over-Allotment Option Exercised]
Gross proceeds
From offering		$	15,000,000			$	[____]
Total gross proceeds		$	15,000,000			$	[____]
Offering expenses
[Underwriting discount]			[____]				[____]
Legal fees and expenses [(including blue sky fees and expenses)]			[125,000	]			[____]
Miscellaneous expenses			[____]				[____]
Printing and engraving expenses			[____]				[____]
Accounting fees and expenses			[____]				[____]
SEC registration fee			[____]				[____]
FINRA filing fee			[____]				[____]
			[____]				[____]
Net proceeds before payment of deferred underwriting fees
Held in trust			12,750,000				[____]
Not held in trust			2,250,000					2,250,000
Total net proceeds		$	[____			$	[____]
Use of net proceeds not held in trust
Legal, accounting and other third-party expenses attendant to the due diligence investigation, structuring and negotiation of a business combination		$	[____]				([____]		)%
Due diligence of prospective target businesses by our officers, directors or existing stockholders			[____]				([____]		)%
Legal and accounting fees relating to SEC reporting obligations			[____]				([____]		)%
Payment of administrative fee to [____] ([$7,500] per month for 24 months)			[180,000	]			([____]		)%
Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation expenses, transfer agent, warrant agent, escrow and trustee fees, and reserves			[____]				([____]		)%
Total		$	[____]					(100.0	)%

$12,750,000, or [$[____] if the over-allotment option is exercised in full], of the net proceeds of this offering [before payment of deferred underwriting fees], will be placed in a trust account at [BANK], maintained by [TRANSFER AGENT], as trustee. [This amount includes a portion of the underwriting discounts and commissions payable to the underwriters in this offering. The underwriters have agreed that such amount will not be paid unless and until we consummate a business combination and have waived their right to receive such payment upon our liquidation if we are unable to complete a business combination.] The funds held in trust will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, so that we are not deemed to be an investment company under the Investment Company Act. [Except with respect to interest income that may be released to us of (i) up to $[____] to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii)] any additional amounts we may need to pay our income or other tax obligations, the proceeds held in trust will not be released from the trust account until the earlier of the completion of a business combination or our liquidation. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 

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The payment to [____], an affiliate of [____] of a monthly fee of [$7,500] is for general and administrative services including office space, utilities and secretarial support. Our management believes, based on our review of rents and fees for similar services in the New York metropolitan area, that the fee charged by [____] is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of a business combination or the distribution of the trust account to our public stockholders. Other than the [$7,500] per month administrative fee, no compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as 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. Reimbursement for such expenses will be paid by us out of the funds not held in trust and currently allocated to “Legal, accounting and other third-party expenses attendant to the due diligence investigation, structuring and negotiation of a business combination,” “Due diligence of prospective target businesses by our officers, directors or existing stockholders” and “Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes and reserves.” Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

Regardless of whether the over-allotment option is exercised in full, the net proceeds from this offering available to us out of trust for our search for a business combination will be approximately $[____].  [In addition, interest earned on the funds held in the trust account, up to $[____], 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 negotiating business combinations, as well as for reimbursement of any out-of-pocket expenses incurred by our existing stockholders in connection with activities on our behalf as described above. We will also be entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations that we may owe. We believe these funds will be sufficient to cover the foregoing expenses and reimbursement costs. We could also use a portion of these funds to pay fees to consultants to assist us with our search for a target business or to use 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 of exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, potential target businesses.

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

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

To the extent we are unable to consummate our initial business combination, we will pay the costs of liquidation from our remaining assets outside of the trust account.

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.

 

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

 

 

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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 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, so as to provide investors with a presentation of the worst dilution that could result from the offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the number of outstanding shares of our common stock.

 

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MANAGEMENT

 

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name		Age		Position
Thomas J. Clarke, Jr.		53		Chairman, Chief Executive Officer, President and Director
James Altucher		42		Chief Operating Officer and Director
Daniel Kelly		35		Chief Financial Officer and Director

Thomas J. Clarke, Jr. has served as our Chairman, Chief Executive Officer, President and a member of our Board of Directors since our inception.  Mr. Clarke is a senior financial information and digital media executive with experience in both U.S. and international markets.  From October 1999 to March 2009, Mr. Clarke was the CEO of TheStreet.com, Inc. (NasdaqGM: TSCM).  He also served as Chairman of TheStreet.com from 2000 to 2007.  From 1998 to 1999, Mr. Clarke served as President of Thomson Financial Investor Relations.  From 1984 to 1998, he held various executive positions at Technimetrics, Inc. a global information company.  Mr. Clarke was the principal who oversaw the 1998 sale of Technimetrics from Knight-Ridder, Inc. to The Thomson Corporation.  Mr. Clarke currently serves on the boards of LiveDeal, Inc. (NasdaqCM: LIVE), a provider of Internet directory, classified and audience acquisition services to small businesses, a position he has held since November 2007, and Standing Stone, Inc., developers of disease state management solutions, a position he has held since 1999.  In addition, he serves as a business information advisor to Plum Holdings L.P., an institutional venture capital firm specializing in early stage investments in media companies.  Mr. Clarke also is a mentor to students at Columbia University involved in the Executive Masters Program focusing on technology.  Mr. Clarke has an MBA from Hofstra University and a BS from St. Johns University.

James Altucher has served as our Chief Operating Officer and a member of our Board of Directors since our inception. Since November 2004, Mr. Altucher has been a managing director at Formula Capital, an alternative asset management firm.  In July 2001, he co-founded Stockpickr.com, a social networking site for investors, which was sold to TheStreet.com, Inc., a financial information and digital media company, in April 2007.  From April 2007 until April 2009, Mr. Altucher was a Vice President of TheStreet.com.  He was also the founder of a web services firm, Reset, Inc., which he sold in 1998, at which time he became a partner at (212) Ventures, Inc., a New York-based venture capital firm funded by Investcorp. Mr. Altucher also has served as Director, Chairman and President of Beauty Brands Group, Inc. (OTCBB: “BBGR”) since May 2007.

Mr. Altucher has written four books on investing: Trade Like a Hedge Fund: 20 Successful Uncorrelated Strategies & Techniques to Winning Profits (2004), Trade Like Warren Buffett (2005), SuperCa$h: The New Hedge Fund Capitalism (2006), and The Forever Portfolio: How to Pick Stocks that You Can Hold for the Long Run (2008) and is currently at work on a fifth book, tentatively titled 25 Ways the World Could Be Destroyed and How to Profit from It.  He currently writes for The Wall Street Journal and AOL Finance.  He has written over 200 columns for The Financial Times and also has written articles for TheStreet.com, Forbes, Yahoo Finance, and Fidelity.com.  Mr. Altucher regularly appears on CNBC, Fox News, Fox Business, and CNN Radio, and is also in his spare time a US-ranked chess master.  Mr. Altucher graduated from Cornell University with a B.A. in Computer Science and pursued graduate work in computer science at Carnegie Mellon University.

Daniel Kelly has served as our Chief Financial Officer and a member of our Board of Directors since our inception.  Since November 2004, Mr. Kelly has been a managing director at Formula Capital, an alternative asset management firm.  In July 2001, Mr. Kelly co-founded Stockpickr.com, a social networking site for investors, which was sold to TheStreet.com, Inc., an Internet media company, in April 2007.  From April 2007 until April 2009, Mr. Kelly was a Vice President of TheStreet.com.  Previously, Mr. Kelly was a Principal with (212) Ventures, Inc., a New York-based venture capital firm funded by Investcorp, where he focused primarily on wireless services and infrastructure software investments.  Prior to (212) Ventures, Mr. Kelly was an Associate with Bruckmann, Rosser, Sherrill & Co., L.L.C., $1.2 billion private equity firm specializing in management buyouts and recapitalizations of high-quality, middle-market companies. Mr. Kelly began his career as an Analyst with Credit Suisse First Boston in its Leveraged Finance Group, where he primarily focused on analyzing and executing various financing alternatives including debt, equity and hybrid securities for leveraged buyouts, equity offerings and principal investments across several industries. Mr. Kelly has served as Director and Chief Financial Officer of Beauty Brands Group, Inc. (OTCBB: “BBGR”) since May 2007.  Mr. Kelly graduated magna cum laude from Georgetown University with a B.S. in Finance.

 

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Executive Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any 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 of the foregoing, we will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

Conflicts of Interest

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

•

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

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

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

	•	The initial shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed, and our officers and directors may own warrants, which will expire worthless if a business combination is not consummated. Additionally, our directors will not receive liquidation distributions with respect to any of their initial shares. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.

•

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

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

•

the corporation could financially undertake the opportunity;

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

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

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

In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers has agreed, until the earliest of a business combination, our liquidation or such time as he or she ceases to be an officer, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.

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

 

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To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity that is affiliated with any of our existing stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. We currently do not anticipate entering into a business combination with an entity affiliated with any of our existing stockholders, officers or directors. Furthermore, in no event will any of our existing officers, directors, stockholders or advisors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

 

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of April 30, 2010 and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming none of the individuals or entities listed below purchase 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 of our officers and directors as a group.

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

		Prior to Offering								After Offering(2)
Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership				Approximate Percentage of Outstanding Common Stock				Amount and Nature of Beneficial Ownership				Approximate Percentage of Outstanding Common Stock
James Altucher			156,250				33.33	%			156,250				6.66	%
Daniel Kelly			156,250				33.33	%			156,250				6.66	%
Thomas J. Clarke, Jr.			156,250				33.33	%			156,250				6.66	%
All directors and executive officers as a group (three individuals)			468,750				100	%			468,750				20	%

(1)

Unless otherwise indicated, the business address of each of the individuals is 15 Broad Street, Suite 2624, New York, New York 10005.

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

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

All of the initial shares outstanding prior to the date of this prospectus will be placed in escrow with [ESCROW AGENT], as escrow agent, until the earliest of:

	•	one year after our consummation of a business combination;

	•	the last sales price of our common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the consummation of our business combination; or

•

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

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

 

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James Altucher and Daniel Kelly are our “promoters” as that term is defined under the Federal securities laws.

 

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CERTAIN TRANSACTIONS

 

In March 2010, we issued 468,750 shares of our common stock to the individuals set forth below for an aggregate of $25,000 in cash, for a purchase price of approximately $0.05 per share, as follows:

 

Name		Number of  Shares			Relationship to Us
James Altucher			156,250		Director and executive officer
Daniel Kelly			156,250		Director and executive officer
Thomas J. Clarke			156,250		Director and executive officer

[___], an affiliate of Messrs. [___], has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us a small amount of office space and certain office and secretarial services, as we may require from time to time. We have agreed to pay [___] [$7,500] per month for these services. Messrs. [___] are the [___] of [___], and, as a result, will benefit from the transaction to the extent of their interest in  [___]. However, this arrangement is solely for our benefit and is not intended to provide Messrs. [___] compensation in lieu of a salary. We believe, based on rents and fees for similar services in the New York metropolitan area, that the fee charged by  [___]is at least as favorable as we could have obtained from an unaffiliated person.

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

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

 

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

 

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DESCRIPTION OF SECURITIES

General

We are authorized to issue 100,000,000 shares of common stock, par value $.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the date of this prospectus, 468,750 shares of common stock are outstanding, held by three stockholders of record. No shares of preferred stock are currently outstanding. The following description summarizes the material terms of our securities.

Units

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

Common Stock

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

We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 30% of the shares sold in this offering both exercise their conversion rights discussed below and vote against the business combination.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

Pursuant to our amended and restated certificate of incorporation, if we do not consummate a business combination by [___], 2012 [24 months from the date of this prospectus], our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust fund, including any interest other than that which was previously released to us to fund working capital requirements, and any net assets remaining available for distribution to them after payment of liabilities. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to their initial shares.

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

 

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Preferred Stock

As of the consummation of this offering, our amended and restated certificate of incorporation will authorize 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. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

No warrants are currently outstanding. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $8.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

	•	the completion of a business combination; and

•

one year from the date of this prospectus.

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

We may call the warrants for redemption,

	•	in whole and not in part,

	•	at a price of $.01 per warrant at any time while the warrants are exercisable (which will occur only if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current),

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

•

if, and only if, the reported last sale price of the common stock equals or exceeds $15.50 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.

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

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

The warrants will be issued in registered form under a warrant agreement between [WARRANT AGENT], as warrant agent, and us.

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

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

 

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

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

Dividends

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

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is [TRANSFER AGENT].

Quotation on Over the Counter Bulletin Board

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be quoted on the Over the Counter Bulletin Board under the symbol [__].U on or promptly after the date of this prospectus. Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be quoted on the Over the Counter Bulletin Board under the symbols [___] and [___].WS, respectively.

Shares Eligible for Future Sale

Immediately after this offering, we will have 2,343,750 shares of common stock outstanding, or [___] shares if the over-allotment option is exercised in full. Of these shares, the 1,875,000 shares sold in this offering, or [___] shares if the over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those shares would be eligible for sale under Rule 144 prior to [_______]. However, as described below, the Securities and Exchange Commission has taken the position that these securities would not be eligible for transfer under Rule 144. Furthermore, all of the initial shares have been placed in escrow and will not be transferable for a period of one year following our consummation of a business combination and will be released prior to that date only upon a subsequent transaction resulting in our stockholders having the right to exchange their shares for cash or other securities.

Rule 144

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008 and apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person 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 (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

·

1% of the total number of shares of our common stock then outstanding, which will equal 234,375 shares of our common stock immediately after this offering [or [___] shares of our common stock if the underwriters’ over- allotment is exercised in full]; or

 

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·

the average weekly trading volume of the shares of our 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, notice requirements and the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

·

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

·

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·

at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our sponsor will be able to sell the initial shares and sponsor warrants pursuant to Rule 144 without registration one year after we have completed our initial business transaction.

Registration Rights

Our sponsor and its permitted transferees will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of this prospectus. Our sponsor will be entitled to demand registration rights and certain “piggy-back” registration rights with respect to the initial shares commencing one year after the consummation of our initial business transaction. We will bear the expenses incurred in connection with the filing of any such registration statements.

 

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UNDERWRITING

We are currently searching for an underwriter who will purchase our units from us on a firm-commitment basis.

LEGAL MATTERS

The validity of the securities offered in this prospectus is being passed upon for us by Gersten Savage LLP, New York, New York.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by MaloneBailey, LLP, independent registered public accounting firm, as of March 31, 2010 and for the period from inception through March 31, 2010 as set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements are included in reliance upon their report given upon the authority of MaloneBailey, 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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FORMULA ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

		Page
Balance Sheet as of March 31, 2010		F-3
Statement of Expenses for the Period from Inception through March 31, 2010		F-4
Statement of Stockholders’ Equity Period from Inception through March 31, 2010		F-5
Statement of Cash Flows for the Period from Inception through March 31, 2010		F-6
Notes to the Financial Statements		F-7

 

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Formula Acquisition Corp.

(a Development Stage Company)

New York, NY

We have audited the accompanying balance sheet of Formula Acquisition Corp. (a development stage company) as of March 31, 2010 and the related statements of expenses, stockholders' equity, and cash flows for the period from inception (March 23, 2010) through March 31, 2010. These financial statements are the responsibility of Formula Acquisition Corp. 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 an audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Formula Acquisition Corp as of March 31, 2010 and the results of its operations and its cash flows for the period from inception through March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Formula Acquisition Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, Formula Acquisition Corp. has a net loss, and no cash which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONEBAILEY, LLP

www.malonebailey.com

Houston, TX

May 3, 2010

 

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FORMULA ACQUISITION CORP.

(a development stage company)

BALANCE SHEET

		March 31,
		2010
ASSETS
Deferred offering costs		$	25,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities		$	-
Stockholders’ equity:
Preferred stock, $.0001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding			-
Common stock, $.0001 par value, 100,000,000 shares authorized;468,750 shares issued and outstanding			47
Additional paid in capital			27,953
Deficit accumulated during the development stage			(3,000	)
Total stockholders’ equity			25,000
Total liabilities and stockholders’ equity		$	25,000

 

See accompanying notes to financial statements.

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FORMULA ACQUISITION CORP.

STATEMENT OF EXPENSES

(a development stage company)

From inception of March 23, 2010 to March 31, 2010

			.1
			.2
Operating expenses
General & administrative costs		$	3,000
Net loss		$	(3,000	)
Basic and diluted net loss per common share		$	(0.01	)
Weighted Average Number Of Common Shares Outstanding			468,750

See accompanying notes to financial statements.

 

F-4

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FORMULA ACQUISITION CORP.

STATEMENT OF STOCKHOLERS’ EQUITY

(a development stage company)

From inception of March 23, 2010 to March 31, 2010

		Common Stock								Additional				Deficit accumulated during the
		Shares				Amount				Paid in Capital				development stage				Total
Founders Shares for cash			468,750			$	47			$	24,953							$	25,000
Contributed capital											3,000								3,000
Net Loss															(3,000	)			(3,000	)
Balance at March 31, 2010			468,750			$	47			$	27,953			$	(3,000	)		$	25,000

See accompanying notes to financial statements

 

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FORMULA ACQUISITION CORP.

STATEMENT OF CASH FLOWS

(a development stage company)

From inception of March 23, 2010 to March 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(3,000	)
Changes in operating assets:
Net cash used in operating activities			(3,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock			25,000
Deferred offering costs			(25,000	)
Capital contribution			3,000
Net cash provided by financing activities			3,000
Increase in Cash			-
Cash, Beginning of Period			-
Cash, End of Period		$	-
Supplemental Disclosure of Cash Flow Information:
Interest paid		$	-
Income taxes paid			-

See accompanying notes to financial statements.

 

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FORMULA ACQUISITION CORP.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

From inception of March 23, 2010 to March 31, 2010

NOTE 1 – DESCRIPTION OF BUSINESS & SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Formula Acquisition Corp ("we", "us" or the "Company") is a Delaware Corporation and was incorporated on March 23, 2010 for the purpose of acquiring an operating business or merging with an operating business.

Development stage company

 

As of March 31, 2010, the Company had not yet commenced operations.  All activity through March 31, 2010 relates to the Company’s formation and proposed public offering.  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.  There is no assurance that the Company will be able to successfully effect a business combination.

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 amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While it is believed that such estimates are reasonable, actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents.

Loss per Share

Basic and diluted net loss per share calculations are presented in accordance with Accounting Standards Codification 260 and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the absence of common stock equivalents.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash and cash equivalents, accrued expenses and notes payable. The carrying amounts of the Company’s cash and cash equivalents, accrued expenses and notes payable approximate fair value due to the short-term nature of these instruments.

Accounting Pronouncements

The Company does not believe the adoption of recently issued accounting pronouncements will have an impact on The Company’s financial position, results of operations or cash flows.

NOTE 2 – GOING CONCERN

The Company has incurred a net loss and has no cash. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

 

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NOTE 3 – STOCKHOLDERS’ EQUITY

During the period from inception through March 31, 2010, the President, COO, and CFO, contributed capital in the amount of $3,000 to pay current audit fees and purchased stock for $25,000.  These related individuals received an aggregate of 468,750 shares of common stock for their cash investment.

The $25,000 was then paid to a law firm who is handling the proposed future offering of the company.

NOTE 4 – INCOME TAX

The Company incurred losses since its inception and, therefore, is not subject to federal income taxes. As of March 31, 2010, the Company had net operating loss of $450 which expires in 2030. The net deferred tax asset generated by the loss carry-forward has been fully reserved.

NOTE 5 - SUBSEQUENT EVENTS

The Company has evaluated all events subsequent to March 31, 2010 through the date of filing and concluded that there are no significant or material transactions to be reported.

 

F-8

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Until [____________, 2010], 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.

$15,000,000

Formula Acquisition Corp.

1,875,000 Units

 

PROSPECTUS

 

________________________, 2010

 

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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)
SEC Registration Fee		2,139.00
FINRA filing fee		[_____]
Accounting fees and expenses		[_____]
Printing and engraving expenses		[_____]
Directors & Officers liability insurance premiums		[_____]	(2)
Legal fees and expenses		125,000.00
Miscellaneous		[_____]	(3)
Total	$	[_____]

1)

In addition to the initial acceptance fee that is charged by [TRANSFER AGENT], as trustee, the registrant will be required to pay to [TRANSFER AGENT] annual fees of $[_____] for acting as trustee, $[_____] for acting as transfer agent of the registrant’s common stock, $[_____]for acting as warrant agent for the registrant’s warrants and $[_____]for acting as escrow agent.

2)

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

3)

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

Item 14. Indemnification of Directors and Officers.

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

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

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

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

 

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

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

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

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

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(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.

 

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

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

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

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

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

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

In addition, in the event that we enter into an Underwriting Agreement we expect that such agreement will contain provisions stating 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, each of whom is accredited under Rule 501 of the Securities Act:

Stockholders		Number of Shares
James Altucher			156,250
Daniel Kelly			156,250
Thomas J. Clarke			156,250

Such shares were issued on March 23, 2010 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering. The shares issued to the individuals and entities above were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.05 per share.

 

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

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(i)		Certificate of Incorporation
3.1 (ii)		Form of Amended and Restated Certificate of Incorporation
3.2		By-laws
4.1		Specimen Unit Certificate*
4.2		Specimen Common Stock Certificate
4.3		Specimen Warrant Certificate*
4.4		Form of Warrant Agreement between [TRANSFER AGENT] and the Registrant*
5.1		Opinion of Gersten Savage LLP
10.1		Form of Subscription Agreement between the Registrant and each of the Initial Stockholders
10.__		Form of Investment Management Trust Agreement between [TRANSFER AGENT] and the Registrant*
10.__		Form of Stock Escrow Agreement between the Registrant, [TRANSFER AGENT] and the Initial Stockholders*
10.__		Form of Warrant Escrow Agreement between the Registrant, [TRANSFER AGENT] and the Warrant Purchasers*
10.__		Form of Registration Rights Agreement among the Registrant, the Initial Stockholders and [UNDERWRITER]*
23.1		Consent of MaloneBailey, LLP
23.2		Consent of Gersten Savage LLP (included in Exhibit 5.1)

*To be filed by amendment.

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.

 

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

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

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

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

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

(b)

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

(c)

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

(d)

The undersigned registrant hereby undertakes that:

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

(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 has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of May, 2010.

 

	FORMULA ACQUISITION CORP.
	By:	/s/ Thomas J. Clarke, Jr.
		Thomas J. Clarke, Jr.
		Chairman, Chief Executive Officer, President and Director
		(Principal Executive Officer)

 

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

 

Name		Position		Date
/s/ Thomas J. Clarke, Jr.		Chairman, Chief Executive Officer, President and Director		May 3, 2010
Thomas J. Clarke, Jr.		(Principal Executive Officer)
/s/ James Altucher		Chief Operating Officer and Director		May 3, 2010
James Altucher
/s/ Daniel Kelly		Chief Financial Officer and Director		May 3, 2010
Daniel Kelly		(Principal Financial Officer)

 

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