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Use of Proceeds The net proceeds of this offering, together with our sponsor’s $3,750,000 investment in the private placement warrants that will be held in the trust account, will be used as set forth in the following table. A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the NYSE Alternext US filing fee and a portion of the legal and audit fees, have already been paid from the $150,000 advance we received from GAMCO Investors, Inc. described below. This $150,000 advance will be repaid out of the proceeds of the offering not being placed in the trust account upon consummation of this offering. However, for presentational purposes,the table assumes that all offering expenses will be paid in full from the proceeds of this offering not being placed in the trust account upon consummation of this offering. As a result, the table presents the information as if we had not received such advance and no expenses have been prepaid. Accordingly, there is no additional economic effect on the net proceeds following this offering resulting from the repayment of the advance. Without With Underwriter's Underwriter's Option Option to Purchase to Purchase Additional Additional Units Units Offering proceeds(1) $ 125,000,000 $ 143,750,000 Proceeds from sale of private placement warrants 3,750,000 3,750,000 Total gross proceeds $ 128,750,000 $ 147,500,000 Estimated offering expenses: Underwriting discount (7.0% of offering gross proceeds)(2) 7,883,750 9,196,250 Legal fees and expenses 305,000 305,000 Printing and engraving expenses 100,000 100,000 Accounting fees and expenses 60,000 60,000 SEC registration fee 15,818 15,818 FINRA registration fee 40,750 40,750 NYSE Alternext US fees 80,000 80,000 Miscellaneous expenses 98,432 98,432 Total offering expenses $ 8,583,750 $ 9,896,250 Proceeds after offering expenses $ 120,166,250 $ 137,603,750 Net proceeds not held in trust account(3) 100,000 100,000 Net proceeds held in trust account $ 120,066,250 $ 137,503,750 Deferred underwriting discounts and commissions held in trust account(2) 3,941,875 4,598,125 Total held in trust account (3) $ 124,008,125 $ 142,101,875 % of offering gross proceeds 99.2% 98.9% Use of net proceeds not held in trust and amounts available from interest income earned on the trust account(4) Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination 500,000 Due diligence of prospective target businesses by officers, directors and initial stockholders 500,000 Payment of administrative fee to GAMCO Investors, Inc. ($10,000 per month for 30 months) 300,000 Legal and accounting fees relating to SEC reporting obligations 300,000 Working capital to cover miscellaneous expenses, marketing, D&O insurance, general corporate purposes, liquidation obligations and reserves 500,000 Total 2,100,000 (1) Includes $12,375,000 of proceeds we may receive directly from Mario J. Gabelli or an entity he controls if he purchases the 1,237,500 units as described elsewhere in this prospectus. (2) The amount of underwriting discount held in the trust account, 3.5% of offering gross proceeds or approximately $3.9 million (or approximately $4.6 million if the over-allotment option is exercised in full), will be paid to the underwriters upon consummation of the initial business combination and will not be available to us. In the event that we do not consummate our initial business combination within the required time periods, the underwriters will forfeit any right to that amount, which will be included in the liquidation distribution to our public stockholders. The underwriters will not receive any underwriting discount or commission on the sale of 1,237,500 units that Mario J. Gabelli or an entity he controls may purchase directly from the underwriters. (3) The amount of net proceeds from this offering not held in the trust account will remain constant at $100,000 even if the over-allotment option is exercised. (4) $2.0 million of interest income earned on the amounts held in the trust account will be available to us to pay for our working capital requirements. If the underwriters determine that the size of this offering should be increased, the amount of interest income earned on the trust account that can be released to us to fund our working capital will be increased proportionately. For purposes of presentation, the full amount available to us is shown as the total amount of net proceeds available to us immediately following the offering. A total of approximately $124,008,125 (or approximately $142,101,875 if the over-allotment option is exercised in full), including $120,066,250 of the net proceeds from this offering and the sale of the private placement warrants (or $137,503,750 if the over-allotment option is exercised in full) and approximately $3.9 million (or approximately $4.6 million if the over-allotment option is exercised in full) of deferred underwriting discounts and commissions will be placed in a trust account at , with American Stock Transfer & Trust Company as trustee. The funds held in the trust account will be invested only in (i) U.S. Treasury securities having a maturity of 180 days or less or (ii) a money market fund meeting the requirements of Rule 2a-7 promulgated under the Investment Company Act of 1940 that invest solely in U.S. Treasury securities and repurchase agreement transactions solely involving U.S. Treasury securities. Such money market funds could include the Gabelli U.S. Treasury Money Market Fund, a fund managed by Gabelli Funds, LLC, a wholly owned subsidiary of GAMCO Investors, Inc. To the extent that we invest the funds held in the trust account, Gabelli Funds, LLC would be paid its customary management fees of 0.03% for such investment. Except for a portion of the interest income to be released to us, the proceeds held in trust will not be released from the trust account until the earlier of the completion of our initial business combination or our liquidation. In the event that we consummate an initial business combination, all amounts held in the trust account will be released to us upon the closing. We will use such funds to pay (i) deferred underwriting discounts and commissions of approximately $3.9 million (or approximately $4.6 million if the over-allotment option is exercised in full), which will be paid to the underwriters) and (ii) public stockholders exercising their conversion rights. The remaining funds released to us may be used to pay all or a portion of the purchase price of our initial business combination. We may apply any funds released to us from the trust account not used to pay the purchase price — for example, because we paid all or a portion of the purchase price for our initial business combination using stock or debt securities — for general corporate purposes, including for maintenance or expansion of operations of an acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital. We have allocated $100,000 of the offering proceeds to fund a portion of our working capital. We intend to fund the majority of our working capital requirements from a portion of the interest earned on the proceeds being held in the trust account. Under the terms of the investment management trust agreement, up to $2.0 million of interest, subject to adjustment, may be released to us in such amounts and at such intervals as we request, subject to availability and to the maximum cap of $2.0 million, subject to adjustment. Although we do not know the rate of interest to be earned on the trust account and are unable to predict an exact amount of time it will take to complete an initial business combination, we believe that following the completion of this offering, it will take some time to find a prospective target and take all of the steps necessary to complete an initial business combination. We anticipate that, even at an interest rate of % per annum, the interest that will accrue on the trust account during the time it will take to identify a target and complete an acquisition will be sufficient to fund our working capital requirements. However, if interest payments are not sufficient to fund these requirements, or are not available to fund the expenses at the time we incur them, we may be required to seek loans or additional investments from our founders, sponsor, executive officers or directors or from third parties. However, none of our founders, sponsor, officers or directors or any third party is under any obligation to advance funds to us or to invest in us in such circumstances. If the underwriters determine the size of this offering should be increased, the amount of interest we may withdraw from the trust account to fund our working capital will be increased proportionately. If the underwriters exercises their over-allotment option in full, the amount per share held in trust reduces from $9.92 to approximately $9.89. In addition, assuming a 20% increase in the size of this offering, the per-share conversion or liquidation price could decrease by as much as approximately $0.02. We expect that due diligence of prospective target businesses will be performed by some or all of our officers and directors, and also that it may include engaging an accounting firm or other third-party consultants. No compensation of any kind (including finder’s and consulting fees) will be paid by us or a target business to any of our executive officers or directors, or any of our or their affiliates, for services rendered to us prior to or in connection with the consummation of our initial business combination, including in connection with such due diligence activities. However, our founders, sponsor, officers and directors will receive reimbursement for any out-of-pocket expenses (such as travel expenses) incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on a suitable initial business combination, and GAMCO Investors will be entitled to receive payments of an aggregate of $10,000 per month for administrative services. Our audit committee will review and ratify all payments made to our founders, sponsor, officers and directors and our or their affiliates, other than the $10,000 per month payment described above, with the interested director or directors abstaining from such review. In addition, it is also possible that we could use a portion of the funds not in the trust account to pay finder’s fees, consulting fees or other similar compensation, or make a deposit, down payment or fund a “no-shop” provision with respect to a particular proposed initial business combination, although we do not have any current intention to do so. In the event that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), if the amount were large enough and we had already used up the other funds available to us, we could be left with insufficient funds to continue searching for other potential target businesses or otherwise fund our business. In such case, if we were unable to secure additional financing, we would most likely fail to consummate an initial business combination in the allotted time and be forced to liquidate. To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, GAMCO Investors, Inc. has agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be between $50,000 and $100,000) and has agreed not to seek repayment of such expenses. We believe that amounts not held in trust as well as the interest income of up to $2.0 million, subject to adjustment, earned on the trust account balance that may be released to us will be sufficient to pay the costs and expenses for which such proceeds have been allocated. This belief is based on the fact that in-depth due diligence will most likely be undertaken only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount of such costs, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. To the extent that such expenses exceed the amounts not held in the trust account and the interest income of up to $2.0 million, subject to adjustment, that may be released to us from the trust account, such out-of-pocket expenses could not be reimbursed by us unless we consummate an initial business combination. Since the role of present management after an initial business combination is uncertain, we have no current ability to determine what remuneration, if any, will be paid to present management after our initial business combination. Our executive officers and directors may, as part of any such combination, negotiate the repayment of some or all of the out-of-pocket expenses incurred by them that have not been reimbursed prior to the initial business combination’s closing. If the target business’s owners do not agree to such repayment, this could cause our executive officers and directors to view such potential initial business combination unfavorably and result in a conflict of interest. On April 16, 2008, we issued a promissory note in the aggregate principal amount of $150,000 to GAMCO Investors. The note is non-interest bearing, is unsecured and is due at the earlier of April 16, 2009 or the consummation of this offering. The note will be repaid out of the proceeds of this offering not being placed in the trust account. We have agreed to pay GAMCO Investors a total of $10,000 per month for administrative services. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated person. The net proceeds of this offering not held in the trust account and not immediately required for the purposes set forth above will be invested only in (i) U.S. Treasury securities having a maturity of 180 days or less or (ii) a money market fund meeting the requirements of Rule 2a-7 promulgated under the Investment Company Act of 1940 that invest solely in U.S. Treasury securities and repurchase agreement transactions solely involving U.S. Treasury securities. Such money market funds could include the Gabelli U.S. Treasury Money Market Fund. To the extent that we invest in this fund, Gabelli Funds, LLC would be paid its customary management fees of 0.03% for such investment. A public stockholder will be entitled to receive funds from the trust account only in the event of our liquidation if we fail to complete our initial business combination within the allotted time or if the public stockholder converts such shares into cash in connection with an initial business combination that the public stockholder voted against and that we actually complete. In no other circumstances will a public stockholder have any right or interest of any kind in or to funds in the trust account. The funds a public stockholder will be entitled to receive from the trust account would include interest earned on his, her or its portion of the trust account, net of taxes payable, and less interest income released to us from the trust account in the manner described above. On completion of an initial business combination, the underwriters will receive the deferred underwriters’ discounts and commissions held in the trust account. If we do not complete an initial business combination and the trustee must therefore distribute the balance in the trust account on our liquidation, the underwriters have agreed (i) to forfeit any rights or claims to the deferred underwriting discounts and commissions in the trust account, and (ii) that the trustee is authorized to distribute the deferred underwriting discounts and commissions on a pro rata basis to the public stockholders.