A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, the Company may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.

To date, the Company has not selected any target business, nor has it definitely selected any target industry, on which to concentrate its search for a business combination. The Company has also not conducted any research with respect to identifying the number and characteristics of the potential acquisition candidates.

The Company estimates that the net proceeds from the sale of the units, after deducting offering expenses of approximately $1.9 million, including $1.3 million representing the non-accountable expense allowance of 1.5% of the gross proceeds, and underwriting discounts of approximately $5.2 million, or $6.0 million if the over-allotment option is exercised in full, will be approximately $79.9 million, or approximately $92.2 if the over-allotment option is exercised in full.