Delaware

6770

20-5338217

(State or Other Jurisdiction of
Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

Andrew Hulsh, Esq.

LeBoeuf, Lamb, Greene & MacRae LLP

125 West 55th Street

New York, NY 10019

(212) 424-8000

(212) 649-0482 – Facsimile

David Alan Miller, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(212) 818-8800

(212) 818-8881 – Facsimile

Title of Each Class of Security Being Registered

Amount
Being
Registered

Proposed Maximum Offering Price Per Security(1)

Proposed
Maximum Aggregate
Offering Price(1)

Amount of
Registration
Fee

Units, each consisting of one share of Common Stock, $.0001 par value, and one Warrant(2)

14,375,000

 Units

$

8.00

$

115,000,000

$

12,305

Shares of Common Stock included as part of the Units(2)

14,375,000

 Shares

—

—

—

(3)

Warrants included as part of the Units(2)

14,375,000

 Warrants

—

—

—

(3)

Shares of Common Stock underlying the Warrants included in the Units(4)

14,375,000

 Shares

$

6.00

$

86,250,000

$

9,228.75

Resale of Warrants issued to insiders (“Insider Warrants”)

3,000,000

 Warrants

$

1.00

$

3,000,000

$

321

Issuance of Shares of Common Stock underlying the Insider Warrants to the extent such Insider Warrants are transferred prior to exercise(4)

3,000,000

 Shares

$

6.00

$

18,000,000

$

1,926

Resale of Shares of Common Stock underlying the Insider Warrants to the extent such Insider Warrants are exercised by the Insiders(4)

3,000,000

 Shares

—

—

—

(5)

Representative’s Unit Purchase

Option

1

 Option

$

100

$

100

—

(3)

Units underlying the Representative’s Unit Purchase Option
(“Underwriter’s Units”)(4)

625,000

 Units

$

10.00

$

6,250,000

$

668.75

Shares of Common Stock included as part of the Underwriter’s Units(4)

625,000

 Shares

—

—

—

(3)

Warrants included as part of the Underwriter’s Units(4)

625,000

 Warrants

—

—

—

(3)

Shares of Common Stock underlying the Warrants included in the Underwriter’s Units(4)

625,000

 Shares

$

6.00

$

3,750,000

$

401.25

Total

$

232,250,100

$

24,850.75

(6)

Public
Offering Price

Underwriting
Discount and
Commissions(1)

Proceeds, Before
Expenses, to Us

Per unit

$

8.00

$

0.56

$

7.44

Total

$

100,000,000

$

7,000,000

$

93,000,000

Page

Prospectus Summary

1

Summary Financial Data

12

Risk Factors

13

Cautionary Note Regarding Forward-Looking Statements

28

Use of Proceeds

29

Dilution

33

Capitalization

34

Management’s Discussion and Analysis of Financial Condition and Results of Operations

35

Proposed Business

37

Management

51

Principal Stockholders

58

Certain Relationships and Related Transactions

60

Description of Securities

62

Underwriting

68

Legal Matters

70

Experts

71

Where You Can Find Additional Information

71

Index to Financial Statements

F-1

Securities offered

12,500,000 units, at $8.00 per unit, each unit consisting of:

·

one share of common stock; and

·

one warrant.

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

Warrants to be sold to initial stockholder through private placement

Columbus Acquisition Holdings LLC, our principal initial stockholder, has committed, pursuant to a written agreement with us, to invest $3,000,000 in us by acquiring warrants to purchase 3,000,000 shares of our common stock at a price of $1.00 per warrant. There are no third party beneficiaries to the agreement. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. These “insider

warrants” will be identical to the warrants underlying the units being offered by this prospectus except that if we call the warrants for redemption, the insider warrants will be exercisable on a cashless basis so long as they are still held by such purchaser or its affiliates. The insider warrants will be purchased separately and not in combination with the common stock or in the form of units. The insider warrants were priced in relation to prices paid by insider purchasers of other similar blank check companies for comparable warrants of such other blank check companies offered on similar terms.  The purchase price for the insider warrants will be added to the proceeds from this offering to be held in the trust account pending our completion of one or more business combinations. Columbus Acquisition Holdings LLC has agreed that the insider warrants will not be sold or transferred by it until 30 days after we have completed a business combination. Accordingly, the insider warrants will be placed in escrow and will not be released until 30 days after the completion of a business combination. Ladenburg Thalmann & Co. Inc. has no intention of waiving these restrictions on transferability.

Common stock:

Number outstanding before this offering

3,125,000 shares

Number to be outstanding after this offering

15,625,000 shares

Warrants:

Number outstanding before this offering

0

Number to be sold to insider

3,000,000 warrants

Number to be outstanding after this offering and sale to insider

15,500,000 warrants

Exercisability

Each warrant is exercisable for one share of common stock.

Exercise price

$6.00

Exercise period

The warrants will become exercisable on the later of:

·

the completion of a business combination with one or more target businesses, and

·

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

The warrants will expire at 5:00 p.m., New York City time, on ________, 2011 [four years from the date of this prospectus] or earlier upon redemption.

Redemption

We may redeem the outstanding warrants (including any of the insider warrants and any outstanding warrants issued upon exercise of the unit purchase option issued to Ladenburg Thalmann & Co. Inc.):

·

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 a minimum of 30 days’ prior written notice of redemption, and

·

if, and only if, the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.

We have established the above conditions to our exercise of redemption rights to provide:

·

warrant holders with adequate notice of our redemption so that they can exercise their warrants at a time when the common stock price is substantially above the warrant exercise price; and

·

a sufficient differential between the then-prevailing common stock price and the warrant exercise price so there is a buffer to absorb the market reaction, if any, to our redemption of the warrants.

If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $11.50 trigger price as well as the $6.00 the warrant exercise price after the redemption notice is issued.

If we call our warrants for redemption, the holders of the insider warrants would still be entitled to exercise such warrants on a cashless basis. Because of their affiliation with our management team, a conflict of interest may exist in determining when to call the warrants for redemption as they would potentially be able to avoid any negative price pressure on the price of the warrants and common stock due to the redemption through a cashless exercise.

Proposed American Stock Exchange symbols for our:

Units

“BUS.U”

Common stock

“BUS”

Warrants

“BUS.WS”

Offering proceeds to be held in trust

$94,350,000 of the proceeds of this offering plus the $3,000,000 we will receive from the sale of the insider warrants (for an aggregate of $97,350,000, or approximately $7.79 per unit sold to the public in this offering) will be placed in a trust account at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company, acting as trustee, pursuant to an agreement to be signed on the date of this prospectus. This amount includes $2,000,000 of deferred underwriting discounts and commissions payable to the underwriters in the offering, subject to and upon our completion of a business combination. We believe that the inclusion in the trust account of the purchase price of the insider warrants and the deferred underwriting discounts and commissions is a benefit to our public stockholders because additional proceeds will be available for distribution to our public stockholders if a liquidation of our company occurs prior to our completing a business combination. Except as set forth below, these proceeds will not be released until the earlier of the completion of a business combination and our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any deferred expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business. Notwithstanding the foregoing, upon our written request which may be given from time to time, there can be released to us from the trust account, interest earned on the funds in the trust account (i) up to an aggregate of $1,750,000 to fund our expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any amounts we may need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially, approximately $50,000).

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

Limited payments to insiders

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

·

repayment of a $150,000 non-interest bearing loan made by Columbus Acquisition Holdings LLC, our principal initial stockholder and the purchaser of the insider warrants, to cover offering expenses;

·

payment of $7,500 per month for office space and related services to Renova U.S. Management LLC, a limited liability company controlled by Andrew Intrater, our Chairman, President and Chief Executive Officer. Mr. Intrater owns 51% of the membership interests, and Mr. Intrater, Jason Epstein and Michael Sloan, our Senior Vice Presidents, and Jay M. Haft, collectively own approximately 95% of the membership interests of Renova U.S. Management LLC; and

·

reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. There is no limit on the total amount of out-of-pocket expenses reimbursable by us; provided that members of our management team will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount held outside of the trust account and interest income of up to $1,750,000 on the trust account balance that may be released to us to fund our expenses relating to investigating and selecting a target business and other working capital requirements, unless a business combination is consummated.

Our audit committee will review and approve all expense reimbursements made to members of our management team and any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. Please see “Use of Proceeds” for additional information concerning the allocation of proceeds of this offering.

All amounts held in the trust account that are not returned to investors upon conversion of their shares, released to us in the form of interest income or payable to the underwriters for deferred discounts and commissions will be released to us on closing of our initial business combination  

All amounts held in the trust account that are not returned to investors upon conversion of their shares (as described below) or previously released to us as interest income or payable to the underwriters for deferred discounts and commissions will be released on closing of our initial business combination with one or more target businesses which have a fair market value of at least 80% of our net assets at the time of such business combination, subject to compliance with the conditions to consummating a business combination that are described below. At the time we complete an initial business combination, following our payment of amounts due to any public stockholders who exercise their conversion rights, there will be released to the underwriters from the trust account their deferred

underwriting discounts and commissions that are equal to 2% of the gross proceeds of this offering, or $2,000,000. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses with which our initial combination occurs. If the business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account to general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination or to fund the purchase of other companies or for working capital.

Certificate of Incorporation

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

Our amended and restated certificate of incorporation also provides that we will continue in existence only until ___________, 2009 [twenty four months from the date of this prospectus]. If we have not completed a business combination by such date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board 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 stockholders to formally vote to approve our dissolution and liquidation). In connection with any proposed business combination we submit to our stockholders for approval, we will also submit to stockholders a proposal to amend our amended and restated certificate of incorporation to provide for our perpetual existence, thereby removing this limitation on our corporate life. We will only consummate a business combination if stockholders vote both in favor of such business combination and our amendment to provide for our perpetual existence. The approval of the proposal to amend our amended and restated certificate of incorporation to provide for our perpetual existence would

require the affirmative vote of a majority of our outstanding shares of common stock. We view this provision terminating our corporate life by __________, 2009 [twenty four months from the date of this prospectus] as an obligation to our stockholders. This provision will be amended only in connection with, and upon consummation of, our initial business combination by such date.

Stockholders must approve
business combination

Pursuant to our amended and restated certificate of incorporation, we will seek stockholder approval before we effect any business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. We view this requirement as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. In connection with the vote required for any business combination, all of our existing stockholders have agreed to vote the shares of common stock owned by them immediately before this offering in accordance with the majority of the shares of common stock voted by the public stockholders. We will proceed with a business combination only if (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and (ii) public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights described below. Accordingly, it is our understanding and intention in every case to structure and consummate a business combination in which approximately 19.99% of the shares of common stock held by the public stockholders may exercise their conversion rights and the business combination will still go forward.

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 will be entitled to convert their common stock into a pro rata share of the aggregate amount then on deposit in the trust account (initially approximately $7.79 per share), before payment of deferred underwriting discounts and commissions and including any interest earned on their pro rata portion of the trust account, but less the interest of up to $1,750,000 on the trust account balance that may be released to us as described above to fund our working capital requirements and pay any of our tax obligations, if the business combination is approved and completed. We view this requirement as an obligation to our stockholders and will not take any action to amend or waive this provision in our amended and restated certificate of incorporation. Our existing stockholders will not have such conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether included in or underlying their initial shares or purchased by them in this offering or in the aftermarket (nor will they seek appraisal rights with respect to such

shares if appraisal rights would be available to them). Public stockholders who convert their stock into their share of the trust fund will continue to have the right to exercise any warrants they may hold. If the business combination is not approved or completed for any reason, then public stockholders voting against such business combination will not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. Such public stockholders would only be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account in the event that such stockholders elect to vote against a subsequent business combination that is approved by stockholders and completed, or in connection with our dissolution and liquidation, discussed below.

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 $7.79 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, particularly for those stockholders who do not sell, or receive less than an aggregate of $0.21 of net sales proceeds for, the warrants included in the units, and persons who purchase common stock in the aftermarket at a price in excess of $7.79 per share. Because converting shareholders will receive their proportionate share of deferred underwriting compensation at the time of closing of our business combination, the non-converting stockholders will bear the financial effect of such payments to both the converting stockholders and the underwriters as a consequence of the reduction in our net assets resulting from such distribution.

Liquidation if no business combination

As described above, if we have not consummated a business combination by ____________, 2009 [twenty four months from the date of this prospectus], our corporate existence will cease by operation of law and we will promptly distribute only to our public stockholders the amount in our trust account including:

·

all accrued interest, net of income taxes payable on such interest and interest income of up to an aggregate of $1,750,000 on the trust account balance previously released to us to fund our working capital, including the costs of our dissolution and liquidation; and

·

all deferred underwriting discounts and commissions,

as well as any of our remaining net assets.

At that time, pursuant to Section 281 of the Delaware General Corporation Law, we will adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any 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). Furthermore, 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 business execute agreements with us waiving any right, title, interest or claim of any kind whatsoever 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. Andrew Intrater, our Chairman of the Board, President and Chief Executive Officer, has agreed that he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. However, we cannot assure you that he will be able to satisfy those obligations, if he is required to do so. As a result, we cannot assure you that the per-share distribution from the trust fund, if we liquidate, will not be less than $7.79, plus interest then held in the trust fund. We anticipate the distribution of the funds in the trust account to our public stockholders will occur within 10 business days from 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. We will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Columbus Acquisition Holdings LLC has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment for such expenses.

Escrow of initial shares and insider
warrants

On the date of this prospectus, all of our existing stockholders will place their initial shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Our existing shareholders are permitted, subject to applicable securities

laws, to transfer all or a portion of the initial shares held by them to members of our management team, our employees, other persons or entities associated with members of our management team and in certain other limited circumstances, such as to immediate family members of such persons and to trusts for estate planning purposes, but the transferees receiving such shares must first agree to be subject to the transfer restrictions described above. Except as described above, these shares will not be transferable during the escrow period and will not be released from escrow until one year after the consummation of a business combination, or earlier if, following a business combination, we engage in a subsequent transaction resulting in our stockholders having the right to exchange their shares for cash or other securities or if we liquidate and dissolve.

Additionally, on the date of this prospectus, Columbus Acquisition Holdings LLC will place the insider warrants into a separate escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. The insider warrants will not be transferable during the escrow period and will not be released from escrow until 30 days after the completion of our business combination.

December 31, 2006

Actual

As Adjusted

Balance Sheet Data:

Working capital (deficiency)

$

(318,480

)   

$

95,423,547

Total assets

385,047

97,423,547

Total liabilities

361,500

2,000,000

(1)

Value of common stock which may be converted to cash

—

19,060,465

Stockholders’ equity

$

23,547

$

76,363,082