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. While the Company may seek to effect simultaneous business combinations with more than one target business, it will probably has the ability, as a result of its limited resources, to effect only a single business combination.

To date, the Company has not selected any target business or 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 $740,000 and underwriting discounts of approximately $14.0 million, or $16.1 million if the over-allotment option is exercised in full, will be approximately $185.3 million, or $213.2 million if the underwriters’ over-allotment option is exercised in full.