The supply and demand fundamentals of the U.S. refining industry have improved since the 1990s and are expected to remain favorable as the growth in demand for refined products continues to exceed increases in refining capacity. The U.S. Department of Energy’s Energy Information Administration, or EIA, projects that over the next two decades, U.S. demand for refined products will grow at an average of 1.5% per year compared to total domestic refining capacity growth of only 1.3% per year. Approximately 83.3% of the projected demand growth is expected to come from the increased consumption of light refined products, including gasoline, diesel, jet fuel and liquefied petroleum gas, which are more difficult and costly to produce than heavy refined products, including asphalt and carbon black.

The EIA reports a steady increase in the amount of heavy and sour crude oils processed in U.S. refineries. EIA data shows a decrease in the weighted average API gravity of the crude oils processed in U.S. refineries from 32.46 degrees API in 1985 to 30.20 degrees API in 2005, the last year reported. In addition, the sulfur content of crude oils processed in U.S. refineries increased 56% between 1985 and 2005 from 0.91% by weight to 1.42%.

The EIA also reports that between 1981 and 2006, refinery utilization increased from 69% to 93%. The trend toward improving utilization levels has been driven by several factors, including the fact that no new refineries have been built in the U.S. since 1976, demand for refined products continues to increase, many small refineries have been closed and permit requirements have constrained refiners’ ability to increase capacity. Over the next 20 years, the EIA projects that utilization will remain high relative to historic levels, ranging from 92% to 95% of design capacity.

The Company may engage in an initial business combination with a company that does not require significant additional capital but is seeking a public trading market for its shares, and which wants to merge with an already public company to avoid the uncertainties associated with undertaking its own public offering.

The Company may seek to effect a business combination with more than one target business.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents after the offering.

The Company expects its expenses to increase substantially after the closing of the offering.