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Business Description We are a blank check company formed under the laws of the State of Delaware on September 28, 2007. We were formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. We will focus on an acquisition or acquisitions in the media and entertainment industry but we may effect our initial business combination with a company outside that industry if an attractive acquisition opportunity is identified in another industry prior to the time we identify an acquisition opportunity in the media and entertainment industry. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf, contacted or been contacted by any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not, nor have we engaged or retained any agent, to conduct any research or take any steps to identify, locate or contact any suitable acquisition candidate. We will seek to capitalize on the significant investing and operating experience of our management team. Our chairman and chief executive officer is R. Steven Hicks. Since 2000, Mr. Hicks has served as executive chairman and sole member of Capstar Partners, LLC, a private investment firm of Mr. Hicks and his family focused on buyouts, real estate development, and public investing. Capstar Partners, LLC (or affiliated persons) is the controlling shareholder in DMX Holdings, Inc. ("DMX Holdings"), a company engaged in the provision of business media services, including video, music and scent technologies, and Andrew Harper, Inc. ("Andrew Harper"), a high-end travel publishing and services firm. Prior to founding Capstar Partners, LLC, Mr. Hicks was a 28 year veteran of the radio industry. In 1996, Mr. Hicks founded and served as chief executive officer of Capstar Broadcasting Corp. ("Capstar Broadcasting"). Mr. Hicks led Capstar Broadcasting, an owner of 350 radio stations, through a successful initial public offering on the New York Stock Exchange in 1998. In 1999, Capstar Broadcasting merged with Chancellor Media Corp. ("Chancellor Media") in a stock swap valued at $4.1 billion, and the combined company was renamed AMFM Inc. ("AMFM"). Mr. Hicks served as vice-chairman and chief executive officer of the new media division of AMFM until it was acquired by Clear Channel Communications, Inc. ("Clear Channel") in 2000 for $23 billion. Prior to Capstar Broadcasting, Mr. Hicks also co-founded and served as CEO of SFX Broadcasting, Inc. ("SFX") from 1989 until 1996 and led SFX through a successful initial public offering on the NASDAQ in 1993. John D. Cullen, our president and one of our directors since inception, serves as chief executive officer of DMX, Inc., the operating subsidiary of DMX Holdings, and as president of Andrew Harper. Mr. Cullen has 25 years of experience, including many working with Mr. Hicks, in executive management, broadcast sales and sales management in the media industry. Mr. Cullen served as the chief operating officer of Capstar Broadcasting from 1998 to 1999 and, with Mr. Hicks, helped lead Capstar Broadcasting through a successful initial public offering in 1998. After Capstar Broadcasting's merger with Chancellor Media, Mr. Cullen served as president of the new media division of AMFM from 1999 to 2000 where he supervised the systems, services and technology initiatives of the television and radio representation firm Katz Media Group, Prophet Media Distribution Systems, Galaxy and the training academy, Star Performance. From 2000 to 2003, Mr. Cullen served as a member of the executive team of Clear Channel as president of the International Division and as senior vice president of Clear Channel. Mr. Cullen was president and chief executive officer of GulfStar Broadcasting Inc. ("GulfStar Broadcasting") from 1996 to 1998. GulfStar Broadcasting grew from a privately owned company consisting of 8 radio stations into an 87 station group under Mr. Cullen's supervision. Prior to 1996, Mr. Cullen held various management positions within SFX, Cox Communications and Sterling Communications. The past experience of our management and members of our board of directors does not guarantee that we will be successful in consummating a business combination. There are numerous risks and uncertainties detailed elsewhere in this prospectus that are outside of the control of our management and could impact our ability to consummate a business combination. As a result, we cannot assure you that we will be able to consummate a business combination at all or on terms favorable to us, nor can we guarantee that we will be successful following the consummation of our initial business combination. If we do not complete our initial business combination within 24 months after the date of this prospectus and expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share liquidation amount for the shares issued in this offering would be $9.81, or $0.19 less than the per-unit offering price of $10.00. This per share liquidation price of $9.81 includes approximately $6.0 million in deferred underwriting commissions (or approximately $6.9 million if the underwriters' over-allotment option is exercised in full) and takes into account that the initial stockholders have waived their right to participate in any liquidating distribution on their founders' common stock. Our executive offices are located at 600 Congress Avenue, Suite 1400, Austin, Texas, 78701, and our telephone number is (512) 340-7800.