Delaware

6770

13-4335685

(State or other jurisdiction of
incorporation reorganization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

Raymond B. Check, Esq.
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, New York 10006
(212) 225-2000
Fax: (212) 225-3999

Deanna Kirkpatrick, Esq.

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

(212) 450-4135

Fax: (212) 450-3135

Units, each consisting of one share of Common Stock,
$0.001 par value, and one Warrant (2)

35,937,500 Units

$            8.00

$287,500,000

$30,762.50

Common Stock included in the Units (2)

35,937,500 Shares

—

—

              —(3)

Warrants included in Units (2)

35,937,500 Warrants

—

—

              —(3)

Total

$287,500,000

$30,762.50

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 4,687,500 Units, consisting of 4,687,500 shares of Common Stock and 4,687,500 Warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.

(3)

No fee pursuant to Rule 457(g).

Public offering price

Underwriting discounts and commissions (1)

Proceeds, before expenses, to us

(1)

Includes $0.16 per unit, or $5 million in the aggregate ($5.75 million if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting discounts and commissions from the funds to be placed in a trust account at Morgan Stanley & Co. Inc., to be maintained by American Stock Transfer & Trust Company, acting as trustee. Such funds will be released to the underwriters only upon completion of an initial business combination as described in this prospectus.

Citigroup

Deutsche Bank Securities

, 2006

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Our non-executive Chairman, Duane Gilliam, has more than 38 years of experience in the petroleum industry, including as chairman of the National Petrochemical & Refiners Association from 2002 to 2004.

•

Our Chief Executive Officer, Mario Rodriguez, has 12 years of experience as an energy investment banker working with and executing transactions for integrated oil companies, large capitalization exploration and production companies, and refining and marketing companies.

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•

Our Vice Chairman and Principal Financial Officer, William Hantke, has more than 15 years of oil-refining industry experience as a senior executive for Tosco Corporation and Premcor Inc., two growth-oriented refining and marketing companies. During his tenure with these organizations, Mr. Hantke participated in the acquisition of ten oil refineries and related energy assets.

•

Our President and Chief Operating Officer, L. E. (“Ed”) Scott, was an executive officer and head of the diversified business group of Unocal Corporation, with more than 36 years of experience in Unocal’s upstream, midstream and downstream operations.

•

Our Director, Maureen A. Hendricks, is a retired investment banker with 30 years of energy industry experience, including as head of the global energy and power group at Salomon Smith Barney from 1997 through 2001.

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Securities offered:

31,250,000 units, at $8.00 per unit, each unit consisting of:

•     one share of common stock; and

•     one warrant.

Trading commencement and separation of common stock and warrants:

The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our having filed the Form 8-K described below and having issued a press release announcing when such separate trading will begin.

Separate trading of the common stock and warrants is prohibited until:

In no event will the common stock and warrants be traded separately until we have filed a current report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issued a press release announcing when such separate trading will begin. We will file the Form 8-K upon the consummation of this offering, which is anticipated to take place four business days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if such option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised following the initial filing of such Form 8-K, we will file a second or amended Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option.

Common stock:

Number outstanding before this offering and the private placement:

7,812,500 shares

Number to be outstanding after this offering and the private placement:

39,375,000 shares

Warrants:

Number outstanding before this offering and the private placement:

4,250,000 warrants

Number to be outstanding after this offering and the private placement:

35,812,500 warrants

Exercisability:

Each warrant is exercisable for one share of common stock.

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Exercise price:

$6.00.

Exercise period for the warrants included in the units sold in this offering:

The warrants included in the units sold in this offering will become exercisable on the later of:

•     the completion of our initial business combination, or

•     thirteen months from the closing of this offering,

in each case, provided that we have a registration statement under the Securities Act of 1933, as amended, in effect covering the shares of common stock issuable upon exercise of the warrants.

We have agreed to use our best efforts to have a registration statement in effect covering shares of common stock issuable upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to that common stock until the warrants expire or are redeemed. The warrants will expire at 5:00 p.m., New York time, on the date that is four years from the date of this prospectus or earlier upon redemption.

Redemption:

Once the warrants become exercisable and except as described below with respect to the initial founders’ warrants (as defined below) and the performance warrants, we may redeem the outstanding warrants:

•     in whole and not in part,

•     at a price of $0.01 per warrant,

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

•     if, and only if, the last sale 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.

Reasons for redemption limitations:

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

•     providing warrant holders with adequate notice of redemption, and allowing them to exercise their warrants prior to redemption at a time when there is a reasonable premium to the warrant exercise price; and

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

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If the foregoing conditions are satisfied and we issue a notice of redemption, warrant holders can exercise their warrants at any time prior to the scheduled redemption date. However, there is no guarantee that the price of the common stock will exceed the $11.50 trigger price or the warrant exercise price after the redemption notice is issued.

Initial founders’ shares, initial founders’ warrants and performance warrants:

On June 20, 2006, NTR Partners LLC purchased the founders’ securities in a private placement for a purchase price of $2,525,000. The founders’ securities comprise:

•     7,812,500 shares of our common stock, which we refer to as the initial founders’ shares throughout this prospectus,

•     2,500,000 warrants to purchase shares of our common stock, which we refer to as the initial founders’ warrants throughout this prospectus, and

•     1,750,000 warrants to purchase shares of our common stock, which we refer to as the performance warrants throughout this prospectus.

The initial founders’ shares are identical to those included in the units being sold in this offering, except that NTR Partners LLC has agreed:

•     in connection with the stockholder vote required to approve our initial business combination, to vote the initial founders’ shares in accordance with a majority of the shares of common stock voted by the public stockholders, and that if it acquires additional shares of common stock in or following this offering, it will vote all such acquired shares in favor of our initial business combination; and

•     to waive its right to participate in any liquidation distribution with respect to the initial founders’ shares if we fail to consummate an initial business combination.

As a result, NTR Partners LLC will not be able to exercise conversion rights (as described below) with respect to any of our shares.

The initial founders’ warrants are identical to the warrants sold in this offering, except that they will be non-redeemable so long as they are held by NTR Partners LLC or its permitted transferees.

The performance warrants are identical to the warrants sold in this offering, except that in addition to all other conditions applicable to the warrants sold in this offering:

•     they will be exercisable only if the closing price of our common stock exceeds $10.00 per share for at least 20 trading days within any 30-trading-day period beginning 90 days or more after consummation of our initial business combination; and

•     they will be non-redeemable so long as they are held by NTR Partners LLC or its permitted transferees.

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Of the proceeds from the sale of the founders’ securities, $2.5 million will be added to the proceeds from this offering and will be held in the trust account pending completion of our initial business combination. If we do not complete an initial business combination as described in this prospectus, then the $2.5 million of proceeds will be part of the liquidation distribution to our public stockholders and the holders of the private placement shares (as described below), and the initial founders’ warrants and the performance warrants will expire worthless.

Private placement of units:

Prior to the date of this offering, NTR Investors LLC, an affiliate of our founding stockholder, will agree to purchase 312,500 units directly from us at a price of $8.00 per unit for an aggregate purchase price of $2.5 million in a private placement contemporaneous with or prior to the completion of this offering, which we refer to as the private placement. The units purchased in the private placement and the shares of common stock and warrants included therein will be identical to those sold in this offering. We refer to these units, shares of common stock and warrants as the private placement units, private placement shares and private placement warrants, respectively. In connection with the vote required for the initial business combination, NTR Investors LLC has agreed to vote the private placement shares in accordance with a majority of the shares of common stock voted by the public stockholders, and that if it acquires additional shares of common stock in or following this offering, it will vote all such acquired shares in favor of our initial business combination. As a result, NTR Investors LLC will not be able to exercise conversion rights (as described below) with respect to any of our shares.

The $2.5 million of proceeds from the private placement of units will be added to the proceeds of this offering and will be held in the trust account pending our completion of an initial business combination. If we do not complete an initial business combination as described in this prospectus, then the $2.5 million of proceeds will be part of the liquidation distribution to our public stockholders and the holders of the private placement shares, and the private placement warrants will expire worthless.

Transfer restrictions

On or prior to the effective date of this offering, NTR Partners LLC will agree not to sell or transfer the initial founders’ shares for a period of one year from the date we complete our initial business combination and not to sell or transfer the initial founders’ warrants or the performance warrants until after we complete our initial business combination, other than to certain permitted transferees. Also on or prior to the effective date of this offering, NTR Investors LLC will agree not to sell or transfer the private placement units, the private placement warrants or the private placement shares until after we complete our initial business combination, other than to certain permitted transferees. The permitted transferees will be our officers, directors and employees, NTR Partners LLC (in the case of NTR Investors LLC), NTR Investors LLC (in the case of NTR Partners LLC) and other persons or entities associated with NTR Partners LLC, NTR Investors LLC and their respective members, provided that the transferees receiving such securities agree to be subject to the transfer restrictions and in the case of the initial founders’ shares, to waive their right to participate in any liquidation distribution if we fail to consummate an initial business consummation and to vote with the majority of public shareholders who vote in connection with our initial business combination. Please see “Principal Stockholders—Transfer Restrictions.”

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Registration rights

Prior to or on the effective date of this offering, we will enter into an agreement with each of NTR Partners LLC and NTR Investors LLC granting them the right to demand that we register the resale, in the case of NTR Partners LLC, of the initial founders’ shares, the initial founders’ warrants and the performance warrants and the shares of common stock issuable upon exercise of the initial founders’ warrants and the performance warrants, and, in the case of NTR Investors LLC, the private placement units, shares and warrants and the shares of common stock issuable upon exercise of the private placement warrants. The registration rights will be exercisable with respect to the shares at any time after the date on which they are no longer subject to the transfer restrictions and with respect to the warrants and the underlying shares of common stock, after the warrants become exercisable by their terms. We will bear the expenses incurred in connection with the filing of any such registration statements. Please see “Description of Securities—Securities Eligible for Resale—Registration rights” for more information.

Proposed American Stock Exchange symbols for our:

Units:

NTQ.U

Common stock:

NTQ

Warrants:

NTQ.WS

Offering and private placement proceeds to be held in trust account; amounts payable prior to trust account distribution or liquidation:

$241,150,000, or approximately $7.64 per unit ($276,775,000, or approximately $7.64 per unit, if the over-allotment option is exercised in full) of the proceeds of this offering, the sale of the founders’ securities and the private placement will be placed in a trust account at Morgan Stanley & Co. Inc., pursuant to an agreement to be signed on the date of this prospectus. These proceeds include $5 million in deferred underwriting discounts and commissions (or $5.75 million if the over-allotment option is exercised in full). We believe that the inclusion in the trust account of the deferred underwriting discounts and commissions is a benefit to our stockholders because additional proceeds will be available for distribution to investors if a liquidation of our company occurs prior to our completing an initial business combination. Proceeds in the trust account will not be released until the earlier of completion of an initial business combination or our liquidation. Unless and until our initial business combination is consummated, proceeds held in the trust account will not be available for our use for any purpose, including the payment of expenses related to this offering or the investigation, selection and negotiation of an agreement with one or more target businesses, except that there may be released to us from the trust account (i) interest income earned on the trust account balance to pay any income taxes on such interest and (ii) interest income earned of up to $3.9 million on the trust account balance to fund our working capital requirements. With these exceptions, expenses incurred by us while seeking a business combination may be paid prior to an initial business combination only from the net proceeds of this offering not held in the trust account of $650,000.

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Please see “Use of Proceeds” for additional information concerning the allocation of the proceeds of this offering.

Warrant proceeds paid to us:

None of the warrants may be exercised until after the consummation of our initial 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, reimbursements or cash payments made to our officers, directors or their affiliates other than:

•    Repayment of advances of $37,834 made to us by our chief executive officer, Mr. Rodriguez, to cover offering-related and organizational expenses;

•     Repayment of advances of $1,752 made to us by our principal financial officer, Mr. Hantke, to cover offering-related and organizational expenses;

•     Payment of an aggregate of $7,500 per month to NTR Management LLC, an affiliate of NTR Partners LLC, for general and administrative services, including office space and secretarial support; and

•     Reimbursement for any out-of-pocket expenses related to this offering and identifying, investigating and consummating an initial business combination. Our audit committee will review and approve all payments made to our officers and directors or their affiliates and any payments made 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.

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All amounts held in the trust account that are not converted to cash, 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 converted to cash (as described below) or previously released to us as interest income will be released on closing of our initial business combination involving one or more target businesses with a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of $5 million, or $5.75 million if the over-allotment option is exercised in full) 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, deferred underwriting discounts and commissions that are equal to 2.0% of the gross proceeds of this offering, or $5 million ($5.75 million if the over-allotment option is exercised in full) will be released to the underwriters from the trust account. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of our initial business combination. If our initial business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of the 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.

Stockholders must approve initial business combination:

We will seek stockholder approval before effecting our initial business combination, even if the business combination would not ordinarily require stockholder approval under applicable state law. If a majority of the shares of common stock voted by the public stockholders are not voted in favor of a proposed initial business combination but 18 months have not yet passed since the consummation of this offering, we may seek other target businesses with which to effect our initial business combination that meet the criteria set forth in this prospectus. If at the end of such 18-month period (or 24 months if a letter of intent, agreement in principle or definitive agreement has been executed within such 18-month period but as to which a combination is not yet complete) we have not obtained stockholder approval for an initial business combination, we will liquidate and promptly distribute the proceeds of the trust account to our public stockholders and the holders of the private placement shares, including accrued interest, net of income taxes payable on such interest and net of interest income of up to $3.9 million previously released to us to fund our working capital requirements.

In connection with the stockholder vote required to approve our initial business combination, NTR Partners LLC has agreed to vote the initial founders’ shares and NTR Investors LLC has agreed to vote the private placement shares in accordance with the majority of the shares of common stock voted by the public stockholders. Each of NTR Partners LLC and NTR Investors LLC has also agreed that if it acquires shares of common stock in or following this offering, it will vote all such acquired shares in favor of our initial business combination. As a result, neither NTR Partners LLC nor NTR Investors LLC will be able to exercise the conversion rights (as described below) with respect to any of our shares that it may acquire.

Conditions to consummating our initial business combination:

We will not enter into our initial business combination with any of our officers or directors or any of their affiliates and will not enter into our initial business combination with any underwriters or selling group members or any of their affiliates. Our initial business combination must occur with one or more target businesses that have a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of $5 million or $5.75 million if the over-allotment option is exercised in full) at the time of such business combination.

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We will consummate our initial business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of our initial business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights described below. You should note that voting against our initial business combination alone will not result in conversion of your shares into a pro rata share of the trust account, which occurs only when you exercise the conversion rights described below.

Conversion rights for stockholders voting to reject our initial business combination:

Public stockholders voting against our initial business combination will 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 (before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of interest income of up to $3.9 million on the trust account balance previously released to us to fund our working capital requirements) if our initial business combination is approved and completed. Public stockholders who convert their common stock into a pro rata share of the trust account will be paid the conversion price promptly following completion of our initial business combination and will continue to have the right to exercise any warrants they own. The initial per-share conversion price is approximately $7.64 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. Because converting stockholders will receive their proportionate share of the deferred underwriting compensation and the underwriters will be paid the full amount of the deferred underwriting compensation at the time of closing of our initial business combination, the non-converting stockholders will bear the financial effect of such payments to both the converting stockholders and the underwriters. This could have the effect of reducing the amount distributed to us from the trust account by up to approximately $1.0 million (assuming conversion of the maximum of 19.99% of the eligible shares of common stock).

Dissolution and liquidation if no business combination:

We will dissolve and promptly distribute to our public stockholders and to the holders of the private placement shares the amount in our trust account, including:

•     all accrued interest, net of income taxes payable on such interest and net of interest of up to $3.9 million on the trust account balance previously released to us to fund our working capital requirements, and

•     all deferred underwriting discounts and commissions plus any remaining assets,

if we do not effect our initial business combination within 18 months after the consummation of this offering (or within 24 months from the consummation of this offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the consummation of this offering and our initial business combination has not yet been consummated within such 18-month period).

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NTR Partners LLC has agreed to waive its right to participate in any liquidation distribution with respect to its initial founders’ shares if we fail to consummate a business combination. There will be no distribution from the trust account with respect to our warrants; all rights under the warrants will terminate on our liquidation, and the warrants will expire worthless.

Our officers and directors have entered into non-compete agreements with us:

Commencing on the date of this prospectus and extending until the earlier of the closing of our initial business combination or our liquidation, our officers and directors will not become affiliated as an officer, director or stockholder of a blank check or blind pool company operating in or intending to acquire a business in the energy industry.