**Table
          of Contents**


**As
      filed with the Securities and Exchange Commission on December 18,
      2006**


**Registration
      No. 333-135394**


**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**AMENDMENT
      NO. 3**


**TO**


**FORM
      S-1**


**REGISTRATION
      STATEMENT**


**UNDER
      THE SECURITIES ACT OF 1933**





**NTR
      ACQUISITION CO.**


(Exact
      name of registrant as specified in its charter)









**Delaware**
            **6770**
            **13-4335685***(State
                or other jurisdiction of*
              *incorporation
                or organization)*
            *(Primary
                Standard Industrial*
              *Classification
                Code Number)*
            *(I.R.S.
                Employer*
              *Identification
                Number)*





NTR
                Acquisition Co.
              100
                Mill Plain Road, Suite 320
              Danbury,
                CT 06811
              (203)
                546-3437
              Fax:
                (203) 546-3523*(Address,
                including zip code, and telephone*
              *number,
                including area code, of registrant’s*
              *principal
                executive offices)*Mario
                E. Rodriguez
              Chief
                Executive Officer
              NTR
                Acquisition Co.
              100
                Mill Plain Road, Suite 320
              Danbury,
                CT 06811
              (203)
                546-3437
              Fax:
                (203) 546-3523*(Name,
                address, including zip code, and telephone*
              *number,
                including area code, of agent for
                service)*





***Copies
      to:***


**Raymond
                B. Check, Esq.**
              **Cleary
                Gottlieb Steen & Hamilton LLP**
              **1
                Liberty Plaza**
              **New
                York, New York 10006**
              **(212)
                225-2000**
              **Fax:
                (212) 225-3999**
            **Deanna
                Kirkpatrick, Esq.**
              **Davis
                Polk & Wardwell**
              **450
                Lexington Avenue**
              **New
                York, NY 10017**
              **(212)
                450-4135**
              **Fax:
                (212) 450-3135**


**Approximate
      date of commencement of proposed sale to the public:**


As
      soon
      as practicable after the effective date of this registration
      statement.




If
      any of
      the securities being registered on this Form are to be offered on a delayed
      or
      continuous basis pursuant to Rule 415 under the Securities Act of 1933 check
      the
      following box. o


If
      this
      Form is filed to register additional securities for an offering pursuant to
      Rule
      462(b) under the Securities Act, please check the following box and list the
      Securities Act registration statement number of the earlier effective
      registration statement for the same offering. o


If
      this
      Form is a post-effective amendment filed pursuant to Rule 462(c) under the
      Securities Act, check the following box and list the Securities Act registration
      statement number of the earlier effective registration statement for the same
      offering. o


If
      this
      Form is a post-effective amendment filed pursuant to Rule 462(d) under the
      Securities Act, check the following box and list the Securities Act registration
      statement number of the earlier effective registration statement for the same
      offering. o





**CALCULATION
      OF REGISTRATION FEE**




**Title
                of Each Class of**
              **Security
                Being Registered**
            
            **Amount
                Being Registered**
            
            **Proposed
                Maximum**
              **Offering
                Price**
              **per
                Security (1)**
            
            **Proposed
                Maximum**
              **Aggregate**
              **Offering
                Price (1)**
            
            **Amount
                of**
              **Registration
                Fee**Units,
                each consisting of one share of Common Stock,$0.001
                par value, and one Warrant (2)
            
            
            28,750,000
                Units
            
            $
            10.00
            
            $
            287,500,000
            
            $
            30,762.50(3
            )Common
                Stock included in the Units (2)
            
            
            28,750,000
                Shares
            
            
            —
            
            
            —
            
            
            —(4
            )Warrants
                included in Units (2)
            
            
            28,750,000
                Warrants
            
            
            —
            
            
            —
            
            
            —(4
            )Total
            
            
            
            
            
            
            
            $
            287,500,000
            
            $
            30,762.50





(1)
            Estimated
                solely for the purpose of calculating the registration
                fee.


(2)
            Includes
                3,750,000 Units, consisting of 3,750,000 shares of Common Stock and
                3,750,000 Warrants, which may be issued upon exercise of a 30-day
                option
                granted to the underwriters to cover over-allotments, if
                any.


(3)
            Previously
                paid.


(4)
            No
                fee pursuant to Rule 457(g).




**The
      registrant hereby amends this registration statement on such date or dates
      as
      may be necessary to delay its effective date until the registrant shall file
      a
      further amendment which specifically states that this registration statement
      shall thereafter become effective in accordance with Section 8(a) of the
      Securities Act of 1933 or until the registration statement shall become
      effective on such date as the Commission, acting pursuant to said Section 8(a),
      may determine.**


**Table
            of Contents**


**The
      information in this prospectus is not complete and may be changed. We may not
      sell these securities until the registration statement filed with the Securities
      and Exchange Commission is effective. This prospectus is not an offer to sell
      these securities and is not soliciting an offer to buy these securities in
      any
      state where the offer or sale is not permitted.**




SUBJECT
      TO COMPLETION, DATED DECEMBER 18, 2006









**PROSPECTUS**


**$250,000,000**




**NTR
      Acquisition Co.**




**25,000,000
      Units**









NTR
      Acquisition Co. is a newly organized blank check company formed for the purpose
      of acquiring, through a merger, capital stock exchange, asset acquisition,
      stock
      purchase, reorganization or other similar business combination, which we refer
      to as our initial business combination, one or more businesses or assets in
      the
      energy industry, with a particular focus on businesses or assets involved in
      the
      refining, distribution and marketing of petroleum products in North America.
      We
      do not have any specific initial business combination under consideration.
      We
      have not, nor has anyone on our behalf, contacted any prospective target
      business or had any substantive discussions, formal or otherwise, with respect
      to such a transaction.




This
      is
      an initial public offering of our securities. Each unit has an offering price
      of
      $10.00 and consists of:




·
            one
                share of our common stock; and


·
            one
                warrant.




We
      are
      offering 25,000,000 units. We expect that the public offering price will be
      $10.00 per unit. Each warrant entitles the holder to purchase one share of
      our
      common stock at a price of $7.50. Each warrant will become exercisable on the
      later of the completion of our initial business combination or thirteen months
      from the closing of this offering, in each case, provided that we have a
      registration statement in effect covering the shares of common stock issuable
      upon exercise of the warrants, and will expire four years from the date of
      this
      prospectus, unless earlier redeemed. We have also granted the underwriters
      a
      30-day option to purchase up to 3,750,000 additional units to cover
      over-allotments, if any.




Our
      founders (as defined below) directly and indirectly own 6,250,000 initial
      founders’ shares and 2,500,000 initial founders’ warrants (all after giving
      effect to our recapitalization as defined herein), purchased in a private
      placement for a purchase price of $2,525,000 in connection with the formation
      of
      our company. Each of our founders has agreed (i) to vote any initial founders’
shares such founder holds in accordance with the majority of the shares of
      common stock voted by our public stockholders in connection with the vote on
      any
      initial business combination, and (ii) to waive any right to receive a
      liquidation distribution in the event we fail to consummate an initial business
      combination.




Immediately
      prior to this offering, a group of our founders will purchase an additional
      3,350,000 warrants at a price of $1.00 per warrant ($3.35 million in the
      aggregate) in a private placement. We refer to these warrants as the additional
      founders’ warrants, and we refer to these securities together with the initial
      founders’ warrants as the founders’ warrants, and the founders’ warrants
      together with the initial founders’ shares as the founders’ securities. The
      founders’ warrants are identical to the warrants contained in the units being
      offered in this offering except that they are not redeemable while held by
      any
      of our founders or their permitted transferees. The founders’ securities
      (including the common stock issuable upon exercise of all of the founders’
warrants) are subject to certain transfer restrictions.




Proceeds
      of $5.85 million from the sale of the founders’ securities will be deposited
      into the trust account described below and will be part of the funds distributed
      to our public stockholders in the event we are unable to complete an initial
      business combination.




Currently,
      there is no public market for our units, common stock or warrants. We have
      applied to have the units listed on the American Stock Exchange under the symbol
      NTQ.U on or promptly after the date of this prospectus. The common stock and
      warrants comprising the units will begin separate trading five business days
      following the earlier to occur of the expiration of the underwriters’
over-allotment option or its exercise in full, subject to our filing a current
      report on Form 8-K with the Securities and Exchange Commission containing an
      audited balance sheet reflecting our receipt of the gross proceeds of this
      offering and issuing a press release announcing when such separate trading
      will
      begin. We have applied to have the common stock and warrants listed on the
      American Stock Exchange under the symbols NTQ and NTQ.WS,
      respectively.




**Investing
      in our securities involves a high degree of risk. See “Risk Factors” beginning
      on page 14 of this prospectus for a discussion of information that should be
      considered in connection with an investment in our
      securities.**




**Neither
      the Securities and Exchange Commission nor any state securities commission
      has
      approved or disapproved of these securities or determined if this prospectus
      is
      truthful or complete. Any representation to the contrary is a criminal
      offense.**


**Per
                Unit**
            
            **Total
                Proceeds**Public
                offering price
            
            $
            10.00
            
            $
            250,000,000Underwriting
                discounts and commissions (1)
            
            $
            0.70
            
            $
            17,500,000Proceeds,
                before expenses, to us
            
            $
            9.30
            
            $
            232,500,000





(1)
            Includes
                $0.30 per unit, or $7.5 million in the aggregate ($8.625 million
                if the
                underwriters’ over-allotment option is exercised in full), payable to the
                underwriters for deferred underwriting discounts and commissions
                from the
                funds to be placed in a trust account at Morgan Stanley & Co. Inc., to
                be maintained by American Stock Transfer & Trust Company, acting as
                trustee. Such funds will be released to the underwriters only upon
                completion of an initial business combination as described in this
                prospectus.




The
      underwriters are offering the units on a firm commitment basis. The underwriters
      expect to deliver the units to purchasers on or about
                ,
      2007. Of the proceeds we receive from this offering and the sale of the
      founders’ securities as described in this prospectus, approximately $9.78 per
      unit, or $244,375,000 in the aggregate ($280,375,000 if the underwriters’
over-allotment option is exercised in full) will be deposited into a trust
      account at Morgan Stanley & Co. Inc., maintained by American Stock Transfer
& Trust Company, acting as trustee.







**Citigroup**




,
      2007


**Table
          of Contents**


**You
      should rely only on the information contained in this prospectus. We have not
      authorized anyone to provide you with different information. We are not making
      an offer of these securities in any jurisdiction where the offer is not
      permitted. You should not assume that the information contained in this
      prospectus is accurate as of any date other than the date on the front of this
      prospectus.**





**TABLE
      OF CONTENTS**




**Page**


PROSPECTUS
                SUMMARY
            1THE
                OFFERING
            3SUMMARY
                FINANCIAL DATA
            13RISK
                FACTORS
            14CAUTIONARY
                NOTE REGARDING FORWARD-LOOKING
                STATEMENTS
            33USE
                OF PROCEEDS
            34DIVIDEND
                POLICY
            38DILUTION
            39CAPITALIZATION
            41MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS
            42PROPOSED
                BUSINESS
            46MANAGEMENT
            67PRINCIPAL
                STOCKHOLDERS
            74CERTAIN
                TRANSACTIONS
            76DESCRIPTION
                OF SECURITIES
            77CERTAIN
                U.S. FEDERAL INCOME TAX CONSEQUENCES TO
                NON-UNITED STATES HOLDERS
            84UNDERWRITING
            87LEGAL
                MATTERS
            91EXPERTS
            91WHERE
                YOU CAN FIND ADDITIONAL
                INFORMATION
            91INDEX
                TO FINANCIAL STATEMENTS
            F-1


Until
      _____________, 2007 (25 days after the date of this prospectus), all dealers
      that buy, sell or trade our securities, whether or not participating in this
      offering, may be required to deliver a prospectus. This is in addition to the
      dealers’ obligation to deliver a prospectus when acting as underwriters and with
      respect to their unsold allotments or subscriptions.


-i-
 **Table
          of Contents**




**PROSPECTUS
        SUMMARY**
  *This
        summary only highlights the more detailed information appearing elsewhere
        in
        this prospectus. As this is a summary, it does not contain all of the
        information that you should consider in making an investment decision. You
        should read this entire prospectus carefully, including the information under
        “Risk Factors” and our financial statements and the related notes included
        elsewhere in this prospectus, before investing. References in this prospectus
        to
“we,” “us” or “ our company” refer to NTR Acquisition Co. References to “public
        stockholders” refer to purchasers in this offering or in the secondary market,
        including any of our officers or directors and their affiliates to the extent
        that they purchase or acquire shares in this offering or in the secondary
        market. Unless we tell you otherwise, the information in this prospectus
        assumes
        that the underwriters will not exercise their over-allotment
        option.*
  *Except
        as otherwise specified, all information in this prospectus and all per-share
        information has been adjusted to reflect a recapitalization that was effected
        on
        December 15, 2006, in which we acquired from our initial stockholder 1,562,500
        of our outstanding common shares for retirement and all 1,750,000 of our
        outstanding performance warrants for cancellation (the “recapitalization”) for
        nominal consideration of $1.00. This recapitalization was effected to ensure
        that the shares included in the units being sold to the public in this offering
        represent approximately 80% of our outstanding share capital following
        consummation of the offering.*
  We
        are a
        blank check company organized under the laws of the State of Delaware on
        June 2,
        2006. We were formed to acquire, through a merger, capital stock exchange,
        asset
        acquisition or other similar business combination, which we refer to as our
        “initial business combination,” one or more businesses or assets in the energy
        industry, with a particular focus on businesses or assets involved in the
        refining, distribution and marketing of petroleum products in North America.
        To
        date, our efforts have been limited to organizational activities. We do not
        have
        any specific initial business combination under consideration, nor have we
        had
        any discussions with any target business regarding a possible business
        combination.
  Our
        business plan is based on capturing the cost advantages of heavy, sour crude
        oil
        relative to light, sweet crude oil as a raw material to manufacture refined
        products. As we evaluate initial business combinations in the energy industry,
        we will seek to capitalize on investment opportunities in the petroleum refining
        and related industries presented by the widening of the price differentials
        between light, sweet crude oil and heavy, sour crude oil and the associated
        cost
        benefits accruing to refineries capable of processing heavy, sour crude oils.
        North America will be our primary geographic focus, but we may also seek
        to
        acquire refineries or interests in other assets in any other markets in which
        we
        believe we could be competitive.
  In
        implementing our business plan, we intend to leverage the extensive contacts
        and
        relationships of our officers and directors, who together have nearly 120
        years
        of experience in the energy business, to source, evaluate and manage potential
        investment opportunities.
  ·
              Our
                  non-executive Chairman, Duane Gilliam, has more than 38 years of
                  experience in the petroleum industry, including as chairman of
                  the
                  National Petrochemical & Refiners Association from 2002 to 2004.
  ·
              Our
                  Chief Executive Officer, Mario Rodriguez, has 12 years of experience
                  as an
                  energy investment banker working with and executing transactions
                  for
                  integrated oil companies, large capitalization exploration and
                  production
                  companies, and refining and marketing companies.
  ·
              Our
                  President and Chief Operating Officer, Henry M. Kuchta, was president
                  and
                  chief operating officer of Premcor Inc., and has 24 years of experience
                  in
                  the domestic and international oil industry, including 12 years
                  of
                  management and operational experience at Premcor Inc. and Tosco
                  Corporation.
  ·
              Our
                  Vice Chairman and Principal Financial Officer, William Hantke,
                  has more
                  than 15 years of oil-refining industry experience as a senior executive
                  for Tosco Corporation and Premcor Inc.,
                  two





-1-
 **Table
            of Contents**




growth-oriented
        refining and marketing companies. During his tenure with these organizations,
        Mr. Hantke participated in the acquisition of ten oil refineries and related
        energy assets.
  ·
              Our
                  Director Maureen A. Hendricks is a retired investment banker with
                  30 years
                  of energy industry experience, including as head of the global
                  energy and
                  power group at Salomon Smith Barney from 1997 through
                  2001.
  Our
        officers and directors have extensive relationships in the energy industry
        and
        our management team has substantial expertise in energy industry operations,
        as
        well as in identifying, negotiating, financing and structuring energy
        industry-related acquisitions.
  While
        we
        may seek to acquire more than one business or asset, which we refer to as
        our
“target business” or “target businesses,” our initial business combination must
        involve one or more target businesses having a fair market value, individually
        or collectively, equal to at least 80% of the balance in the trust account
        (excluding deferred underwriting discounts and commissions of $7.5 million,
        or
        $8.625 million if the underwriters’ over-allotment option is exercised in full).
        If our initial business combination involves a transaction in which we acquire
        less than a 100% interest in the target business, the value of the interest
        that
        we acquire will be equal to at least 80% of the balance in the trust account
        (excluding deferred underwriting discounts and commissions of $7.5 million,
        or
        $8.625 million if the underwriters’ over-allotment option is exercised in full).
        We do not have any specific initial business combination under consideration
        or
        contemplation and we have not, nor has anyone on our behalf, contacted any
        potential target business or had any substantive discussions, formal or
        otherwise, with respect to such a transaction.
  Our
        executive offices are located at 100 Mill Plain Road, Suite 320, Danbury,
        Connecticut, 06811, and our telephone number is (203)
        546-3437.





-2-
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            of Contents**




**THE
          OFFERING**
  *In
                    making your decision on whether to invest in our securities,
                    you should
                    take into account not only the background of the members of our
                    management
                    team, but also the special risks we face as a blank check company
                    and the
                    fact that this offering is not being conducted in compliance
                    with Rule 419
                    promulgated under the Securities Act of 1933, as amended (the
“Securities
                    Act”). You will not be entitled to protections normally afforded
                    to
                    investors in Rule 419 blank check offerings. You should carefully
                    consider
                    these and the other risks set forth under “Risk Factors” beginning on page
                    14 of this prospectus.*Securities
                    offered:
                25,000,000
                    units, at $10.00 per unit, each unit consisting
                    of:
  ·
                one
                    share of common stock; and·
                one
                  warrant.
  Trading
                    commencement and separation of common stock and warrants:
                The
                    units will begin trading on or promptly after the date of this
                    prospectus.
                    The common stock and warrants comprising the units will begin
                    separate
                    trading five business days following the earlier to occur of
                    the
                    expiration of the underwriters’ over-allotment option or its exercise in
                    full, subject to our having filed the Form 8-K described below
                    and having
                    issued a press release announcing when such separate trading
                    will
                    begin.Separate
                    trading of the common stock and warrants is prohibited until:
                In
                    no event will the common stock and warrants be traded separately
                    until we
                    have filed a current report on Form 8-K with the SEC containing
                    an audited
                    balance sheet reflecting our receipt of the gross proceeds of
                    this
                    offering and issued a press release announcing when such separate
                    trading
                    will begin. We will file the Form 8-K upon the consummation of
                    this
                    offering, which is anticipated to take place four business days
                    from the
                    date of this prospectus. The audited balance sheet will include
                    proceeds
                    we receive from the exercise of the over-allotment option if
                    such option
                    is exercised prior to the filing of the Form 8-K. If the over-allotment
                    option is exercised following the initial filing of such Form
                    8-K, we will
                    file a second or amended Form 8-K to provide updated financial
                    information
                    to reflect the exercise of the over-allotment option.Common
                    stock:Number
                    outstanding before this offering:
                6,250,000
                    sharesNumber
                    to be outstanding after this offering:
                31,250,000
                    sharesWarrants:Number
                    outstanding before this offering:
                5,850,000
                    warrantsNumber
                    to be outstanding after this offering:
                30,850,000
                    warrantsExercisability:
                Each
                    warrant is exercisable for one share of common stock.Exercise
                    price:
                $7.50.




-3-
 **Table
          of Contents**




Exercise
                  period for the warrants included in the units sold in this offering:
              The
                  warrants included in the units sold in this offering will become
                  exercisable on the later of:
  ·
              the
                  completion of our initial business combination, or·
              thirteen
                months from the closing of this offering,in
                  each case, provided that we have a registration statement under
                  the
                  Securities Act in effect covering the shares of common stock issuable
                  upon
                  exercise of the warrants.We
                  have agreed to use our best efforts to have a registration statement
                  in
                  effect covering shares of common stock issuable upon exercise of
                  the
                  warrants from the date the warrants become exercisable and to maintain
                  a
                  current prospectus relating to that common stock until the warrants
                  expire
                  or are redeemed. The warrants will expire at 5:00 p.m., New York
                  time, on
                  the date that is four years from the date of this prospectus or
                  earlier
                  upon redemption or liquidation of the trust account.Redemption:
              Once
                  the warrants become exercisable, except as described below with
                  respect to
                  the initial founders’ warrants (as defined below), we may redeem the
                  outstanding warrants:
  ·
              in
                  whole and not in part,·
              at
                a price of $0.01 per warrant,·
              upon
                a minimum of 30 days’ prior written notice of redemption, and·
              if,
                and only if, the last sale price of our common stock equals or exceeds
                $14.25 per share for any 20 trading days within a 30 trading day
                period
                ending three business days before we send the notice of redemption,
  providedthat on the date we give notice of redemption and during the entire
                  period
                  thereafter until we redeem the warrants, we have a registration
                  statement
                  covering the shares of common stock issuable upon exercise of the
                  warrants
                  in effect and a current prospectus relating to them
                  available.Reasons
                  for redemption limitations:
              We
                  have established the above conditions to our exercise of redemption
                  rights
                  with the intent of:
  ·
              providing
                  warrant holders with adequate notice of redemption, and allowing
                  them to
                  exercise their warrants prior to redemption at a time when there
                  is a
                  reasonable premium to the warrant exercise price; and·
              providing
                a sufficient differential between the then-prevailing common stock
                price
                and the warrant exercise price so there is a buffer to absorb any
                negative
                market reaction to our redemption of the
                warrants.






-4-
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          of Contents**




If
                  the foregoing conditions are satisfied and we issue a notice of
                  redemption, warrant holders can exercise their warrants at any
                  time prior
                  to the scheduled redemption date. However, there is no guarantee
                  that the
                  price of the common stock will exceed the $14.25 trigger price
                  or the
                  warrant exercise price after the redemption notice is
                  issued.Initial
                  founders’ shares and founders’ warrants:
              After
                  giving effect to our recapitalization , our founders (as defined
                  below)
                  directly and indirectly own the following securities, purchased
                  in a
                  private placement for a purchase price of $2,525,000 in connection
                  with
                  the formation of our company:
  ·
              6,250,000
                  shares of our common stock, which we refer to as the initial founders’
                  shares throughout this prospectus, and·
              2,500,000
                warrants to purchase shares of our common stock, which we refer to
                as the
                initial founders’ warrants throughout this
                prospectus.
  Immediately
                  prior to this offering, a group of our founders, comprising NTR
                  Partners
                  LLC, our director Buford H. Ortale, Sewanee Partners III, L.P.,
                  Hendricks
                  Family LLLP, Gilliam Enterprises LLC and our director Randal K.
                  Quarles,
                  will also together purchase an additional 3,350,000 warrants at
                  a price of
                  $1.00 per warrant ($3,350,000 in the aggregate) in a private placement. We
                  refer to these warrants as the additional founders’ warrants, and we refer
                  to these warrants together with the initial founders’ warrants as the
                  founders’ warrants, and to the founders’ warrants together with the
                  initial founders’ shares as the founders’ securities.The
                  initial founders’ shares are identical to those included in the units
                  being sold in this offering, except that each of our founders has
                  agreed:
  ·
              in
                  connection with the stockholder vote required to approve our initial
                  business combination, to vote any initial founders’ shares it holds in
                  accordance with a majority of the shares of common stock voted
                  by the
                  public stockholders, and that if such founder acquires additional
                  shares
                  of common stock in or following this offering, that founder will
                  vote all
                  such acquired shares in favor of our initial business combination;
                  and·
              to
                waive its right to participate in any liquidation distribution with
                respect to the initial founders’ shares if we fail to consummate an
                initial business combination.
  As
                  a result, none of our founders will be able to exercise conversion
                  rights
                  (as described below) with respect to any of our shares.The
                  founders’ warrants are identical to the warrants sold in this offering,
                  except that they will be non-redeemable so long as they are held
                  by any of
                  our founders or their permitted
                  transferees.




-5-
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          of Contents**




In
                addition, so long as they are held by any of our founders or their
                permitted transferees, the founders’ warrants will be exercisable even if,
                at the time of exercise, a registration statement relating to the
                common
                stock issuable upon exercise of such warrants is not in effect or
                a
                related current prospectus is not available. As a result, so long
                as they
                are held by our founders or their permitted transferees, the restrictions
                applicable to the exercise of the founders’ warrants will not be the same
                as those applicable to the exercise of our public warrants. The holders
                of
                the warrants purchased in this offering will not be able to exercise
                those
                warrants unless we have a registration statement covering the shares
                issuable upon their exercise in effect and a related current prospectus
                available. However, if any of our founders or their permitted transferees
                exercise any founders’ warrants at a time when a registration statement
                relating to the common stock issuable upon exercise of such warrants
                is
                not in effect or a related current prospectus is not available, then
                any
                transfer of such shares of common stock that is not made pursuant
                to an
                effective registration statement under the Securities Act will be
                subject
                to certain restrictions, including that it may be made only to a
                permitted
                transferee.Proceeds
                of $5,850,000 from the sale of the founders’ securities will be added to
                the proceeds from this offering and will be held in the trust account
                pending completion of our initial business combination. If we do
                not
                complete an initial business combination as described in this prospectus,
                then this $5.85 million of proceeds will be part of the liquidation
                distribution to our public stockholders and the founders’ warrants will
                expire worthless.
              
              We
                refer to our current officers and directors, NTR Partners LLC, the
                members
                of NTR Partners LLC and the investors in the additional founders’ warrants
                collectively as our founders. NTR Partners LLC was formed by a number
                of
                our officers and directors and all of its members are our officers
                and
                directors or their affiliates.Transfer
                restrictions:
            Each
                of our founders has agreed not to sell or transfer any initial founders’
                shares for a period of one year from the date we complete our initial
                business combination and not to sell or transfer the founders’ warrants
                until after we complete our initial business combination, other than
                to
                certain permitted transferees. The permitted transferees, in addition
                to
                any of our founders, will be any other officers, directors and employees
                and other persons or entities associated with our founders, provided
                that
                the transferees receiving such securities agree to be subject to
                the
                transfer restrictions and, in the case of the initial founders’ shares,
                waive their right to participate in any liquidation distribution
                if we
                fail to consummate an initial business consummation and agree to
                vote with
                the majority of public stockholders who vote in connection with our
                initial business combination.Please
                see “Principal Stockholders—Transfer Restrictions.”Registration
                rights:
            Concurrently
                with the issuance and sale of the securities in this offering, we
                will
                enter into an agreement with each of the holders of the founders’
                securities granting them the right to demand that we register the
                resale
                of those securities, including the shares of common stock issuable
                upon
                exercise of the founders’ warrants. The registration rights will be
                exercisable with respect to the initial founders’ shares at any time after
                the date on which they are no longer subject to the transfer restrictions
                described above and with respect to the warrants and the underlying
                shares
                of common stock, after the warrants become exercisable by their terms.
                We
                will bear the expenses incurred in connection with the filing of
                any such
                registration statements. Please see “Description of Securities—Securities
                Eligible for Resale—Registration rights” for more
                information.




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Proposed
                American Stock Exchange symbols for our:Units:
            NTQ.UCommon
                stock:
            NTQWarrants:
            NTQ.WSOffering
                proceeds to be held in trust account; amounts payable prior to trust
                account distribution or liquidation:
            $244,375,000,
                or approximately $9.78 per unit ($280,375,000, or approximately $9.75
                per
                unit, if the over-allotment option is exercised in full) of the proceeds
                of this offering and the sale of the founders’ securities will be placed
                in a trust account at Morgan Stanley & Co. Inc., pursuant to the
                investment management trust agreement we will enter into with the
                trustee
                on the date of this prospectus. These proceeds include $7.5 million
                in
                deferred underwriting discounts and commissions (or $8.625 million
                if the
                underwriters’ over-allotment option is exercised in full). We believe that
                the inclusion in the trust account of the deferred underwriting discounts
                and commissions is a benefit to our stockholders because additional
                proceeds will be available for distribution to investors if a liquidation
                of our company occurs prior to our completing an initial business
                combination. Proceeds in the trust account will not be released until
                the
                earlier of completion of an initial business combination or our
                liquidation. Unless and until our initial business combination is
                consummated, proceeds held in the trust account will not be available
                for
                our use for any purpose, including the payment of expenses related
                to this
                offering or the investigation, selection and negotiation of an agreement
                with one or more target businesses, except that there may be released
                to
                us from the trust account (i) interest income earned on the trust
                account
                balance to pay any income taxes on such interest and (ii) interest
                income
                earned of up to $3.25 million on the trust account balance to fund
                our
                working capital requirements. With these exceptions, expenses incurred
                by
                us while seeking a business combination may be paid prior to an initial
                business combination only from the net proceeds of this offering
                not held
                in the trust account of $500,000.Please
                see “Use of Proceeds” for additional information concerning the allocation
                of the proceeds of this offering.Warrant
                proceeds paid to us:
            None
                of the warrants may be exercised until after the consummation of
                our
                initial business combination and, thus, after the proceeds of the
                trust
                account have been disbursed. Accordingly, the warrant exercise price
                will
                be paid directly to us and not placed in the trust account.






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Limited
                  payments to insiders:
              There
                  will be no fees, reimbursements or cash payments made to our officers,
                  directors or our or their affiliates other
                  than:
  ·
              Repayment
                  of advances of $44,351 made to us by our chief executive officer,
                  Mr. Rodriguez, to cover offering-related and organizational
                  expenses;·
              Repayment
                of advances of $5,183 made to us by our principal financial officer,
                Mr.
                Hantke, to cover offering-related and organizational expenses;
                and·
              Reimbursement
                for any out-of-pocket expenses related to this offering and identifying,
                investigating and consummating an initial business combination. Our
                audit
                committee will review and approve all payments made to our officers,
                directors or our or their affiliates, and any payments made to members
                of
                our audit committee will be reviewed and approved by our board of
                directors, with any interested director abstaining from such review
                and
                approval.
  Release
                  of amounts held in trust account at close of initial business
                  combination:
              At
                  the time we complete an initial business combination, following
                  our
                  payment of amounts due to any public stockholders who duly exercise
                  their
                  conversion rights (as described below), deferred underwriting discounts
                  and commissions that are equal to 3.0% of the gross proceeds of
                  this
                  offering, or $7.5 million ($8.625 million if the over-allotment
                  option is
                  exercised in full) will be released to the underwriters from the
                  trust
                  account. The balance of the funds released from the trust account
                  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 the operations
                  of
                  acquired business(es), the payment of principal or interest due
                  on
                  indebtedness incurred in consummating our initial business combination
                  or
                  to fund the purchase of other companies or for working
                  capital.Stockholders
                  must approve initial business combination:
              We
                  will seek stockholder approval before effecting our initial business
                  combination, even if the business combination would not ordinarily
                  require
                  stockholder approval under applicable state law. In connection
                  with the
                  vote required for our initial business combination, a majority
                  of our
                  issued and outstanding common stock (whether or not held by public
                  stockholders), present in person or by proxy, will constitute a
                  quorum.
                  The failure by public stockholders to vote their common shares
                  in favor of
                  or against the business combination, or a “non-vote” of such shares, will
                  have no effect on the outcome of the vote on the transaction, unless
                  such
                  failure to vote results in the lack of a quorum, which would prevent
                  the
                  vote from being taken until a proper quorum could be constituted
                  in
                  accordance with our bylaws.




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In
                connection with the stockholder vote required to approve our initial
                business combination, each of our founders has agreed to vote any
                initial
                founders’ shares such founder holds in accordance with the majority of the
                shares of common stock voted by the public stockholders. Each founder
                has
                also agreed that if such founder acquires shares of common stock
                in or
                following this offering, such founder will vote all such acquired
                shares
                in favor of our initial business combination. As a result, none of
                our
                founders will be able to exercise the conversion rights described
                below
                with respect to any of our shares that they own.Conditions
                to consummating our initial business combination:
            We
                will not enter into our initial business combination with any of
                our
                officers or directors or any of their affiliates and will not enter
                into
                our initial business combination with any underwriters or selling
                group
                members or any of their affiliates. Our initial business combination
                must
                occur with one or more target businesses that have a fair market
                value of
                at least 80% of the balance in the trust account (excluding deferred
                underwriting discounts and commissions of $7.5 million or $8.625
                million
                if the over-allotment option is exercised in full) at the time of
                such
                business combination. If our initial business combination involves
                a
                transaction in which we acquire less than a 100% interest in the
                target
                business, the value of the interest that we acquire will be equal
                to at
                least 80% of the balance in the trust account (excluding deferred
                underwriting discounts and commissions of $7.5 million, or $8.625
                million
                if the underwriters’ over-allotment option is exercised in full).We
                will consummate our initial business combination only if a quorum
                is
                constituted as described above and, as required by our certificate
                of
                incorporation, a majority of the shares of common stock voted by
                the
                public stockholders are voted, in person or by proxy, in favor of
                our
                initial business combination and public stockholders owning less
                than 20%
                of the shares sold in this offering exercise their conversion rights
                described below. Under the terms of the Company’s certificate of
                incorporation, this provision may not be amended without the unanimous
                consent of the Company’s stockholders prior to consummation of an initial
                business consummation. Even though the validity of unanimous consent
                provisions under Delaware law has not been settled, the Company believes
                it has an obligation to structure and consummate a business combination
                in
                which public stockholders representing less than 20%
                of the
                total shares outstanding may exercise their conversion rights and
                the
                business combination will still go forward. Neither we nor our board
                of
                directors will propose any amendment to this 20% threshold, or support,
                endorse or recommend any proposal that stockholders amend this threshold.
              
              Provided
                that a quorum is in attendance at the meeting, in person or by proxy,
                a
                failure by public stockholders to vote their common shares in favor
                of or
                against the initial business combination, or a “non-vote” of such shares,
                will have no effect on the outcome of the vote on the transaction.
                In
                accordance with our bylaws, we will give our stockholders between
                10 and
                60 days’ notice of a stockholders’ meeting, or at least 20 days’ notice if
                the initial business combination transaction is structured as a merger,
                in
                accordance with Delaware law.
              
              Voting
                against our initial business combination alone will not result in
                conversion of your shares into a pro rata share of the trust account;
                to
                convert your shares, you must also exercise the conversion rights
                described below.




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Conversion
                rights for stockholders voting to reject our initial business
                combination:
            Public
                stockholders voting against our initial business combination will
                be
                entitled to convert their shares of common stock into a pro rata
                share of
                the aggregate amount then on deposit in the trust account (before
                payment
                of deferred underwriting discounts and commissions and including
                interest
                earned on their pro rata portion of the trust account, net of income
                taxes
                payable on such interest and net of interest income of up to $3.25
                million
                on the trust account balance previously released to us to fund our
                working
                capital requirements) if our initial business combination is approved
                and
                completed. If the initial business combination is not approved or
                completed for any reason, then public stockholders voting against
                our
                initial business combination who exercised their conversion rights
                would
                not be entitled to convert their shares of common stock into a pro
                rata
                share of the aggregate amount then on deposit in the trust account.
                Those
                public stockholders would be entitled to receive their pro rata share
                of
                the aggregate amount on deposit in the trust account only in the
                event
                that the business combination they voted against was duly approved
                and
                subsequently completed, or in connection with our dissolution and
                liquidation.Public
                stockholders who convert their common stock into a pro rata share
                of the
                trust account will be paid the conversion price promptly following
                completion of our initial business combination and will continue
                to have
                the right to exercise any warrants they own. The initial per-share
                conversion price is approximately $9.78 per share. Since this amount
                is
                less than the $10.00 per unit price in this offering and may be lower
                than
                the market price of the common stock on the date of conversion, there
                may
                be a disincentive on the part of public stockholders to exercise
                their
                conversion rights. Because converting stockholders will receive their
                proportionate share of the deferred underwriting compensation and
                the
                underwriters will be paid the full amount of the deferred underwriting
                compensation at the time of closing of our initial business combination,
                the non-converting stockholders will bear the financial effect of
                such
                payments to both the converting stockholders and the underwriters.
                This
                could have the effect of reducing the amount distributed to us from
                the
                trust account by up to approximately $1.5 million (assuming conversion
                of
                the maximum of one share less than 20% of the eligible shares of
                common
                stock).Dissolution
                and liquidation if no business combination:
            If
                we are unable to complete a business combination by , 2008**[twenty-four
                months from the date of this prospectus]**,
                we will automatically dissolve and as promptly as practicable thereafter
                adopt a plan of dissolution and distribution in accordance with Section
                281(b) of the Delaware General Corporation Law. Section 281(b) will
                require us to pay or make reasonable provision for all then-existing
                claims and obligations, and to make such provision as will be reasonably
                likely to be sufficient to provide compensation for any then-pending
                claims and for claims that have not been made known to us or that
                have not
                arisen but that, based on facts known to us at the time, are likely
                to
                arise or to become known to us within 10 years after the date of
                dissolution. Under Section 281(b), the plan of distribution must
                provide
                for all of such claims to be paid in full or make provision for payments
                to be made in full, as applicable, if there are sufficient assets.
                If
                there are insufficient assets to provide for all such claims, the
                plan
                must provide that such claims and obligations be paid or provided
                for
                according to their priority and, among claims of equal priority,
                ratably
                to the extent of legally available assets. Any remaining assets will
                be
                available for distribution to our
                stockholders.




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We
                expect that all costs and expenses associated with implementing our
                plan
                of dissolution and liquidation, as well as payments to any creditors,
                will
                be funded from amounts remaining out of the $3.25 million in interest
                income on the balance of the trust account that will be released
                to us to
                fund our working capital requirements. However, if those funds are
                not
                sufficient to cover the costs and expenses associated with implementing
                our plan of dissolution and liquidation, to the extent that there
                is any
                interest accrued in the trust account not required to pay income
                taxes on
                interest income earned on the trust account balance, we may request
                that
                the trustee release to us an additional amount of up to $75,000 of
                such
                accrued interest to pay those costs and expenses. Should there be
                no such
                interest available or should those funds still not be sufficient,
                Mr.
                Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr. Rodriguez`
                will
                agree in a letter agreement to be executed in connection with this
                offering to reimburse us for our out-of-pocket costs associated with
                our
                dissolution and liquidation, excluding any special, indirect or
                consequential costs, such as litigation, pertaining to the dissolution
                and
                liquidation.Upon
                its receipt of notice from counsel that we have been dissolved, the
                trustee will commence liquidating the investments constituting the
                trust
                account and distribute the proceeds to our public stockholders. Each
                holder of initial founders’ shares has waived any rights to participate in
                any liquidation distribution with respect to the initial founders’ shares.
                Additionally, if we do not complete an initial business combination
                and
                the trustee must distribute the balance of the trust account, the
                underwriters have agreed to forfeit any rights or claims to their
                deferred
                underwriting discounts and commissions then in the trust account,
                and
                those funds will be included in the pro rata liquidation distribution
                to
                the public stockholders. There will be no distribution from the trust
                account with respect to any of our warrants, which will expire worthless
                if we are liquidated.If
                we are unable to conclude an initial business combination and expend
                all
                of the net proceeds of this offering and the initial founders’ investment
                other than the proceeds deposited in the trust account, and without
                taking
                into account any interest earned on the trust account, the initial
                per-share liquidation price will be approximately $9.78, or $0.22
                less
                than the per-unit offering price of $10.00. The proceeds deposited
                in the
                trust account could, however, become subject to claims of our creditors
                that are in preference to the claims of our stockholders, and we
                therefore
                cannot assure you that the actual per-share liquidation price will
                not be
                less than $9.78.Our
                officers and directors have entered into non-compete agreements with
                us:
            Commencing
                on the date of this prospectus and extending until the earlier of
                the
                closing of our initial business combination or our liquidation, our
                officers and directors will not become affiliated as an officer,
                director
                or stockholder of a blank check or blind pool company operating in
                or
                intending to acquire a business in the energy
                industry.


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**Risks**
  We
        are a
        newly formed company that has conducted no operations and has generated no
        revenues. Until we complete our initial business combination, we will have
        no
        operations and will generate no operating revenues. In making your decision
        on
        whether to invest in our securities, you should take into account not only
        the
        background of our management team, but also the special risks we face as
        a blank
        check company. This offering is not being conducted in compliance with Rule
        419
        promulgated under the Securities Act. Accordingly, you will not be entitled
        to
        protections normally afforded to investors in Rule 419 blank check offerings.
        For additional information concerning how Rule 419 blank check offerings
        differ
        from this offering, please see “Proposed Business—Comparison of This Offering to
        Those of Blank Check Companies Subject to Rule 419.” You should carefully
        consider these and the other risks set forth in the section entitled “Risk
        Factors” beginning on page 14 of this prospectus.




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**SUMMARY
      FINANCIAL DATA**




The
      following table summarizes relevant financial data for our company and should
      be
      read with our financial statements, which are included in this prospectus.
      The
      table does not give effect to the exercise of the underwriters’ over-allotment
      option. We have not had any significant operations to date, so only balance
      sheet data is presented.




**October
                15, 2006****Actual**
            
            **As
                Adjusted****1****Balance
                Sheet Data:**Working
                capital
            
            $
            1,541,260
            
            $
            236,416,260Total
                assets
            
            
            3,181,023
            
            
            245,556,023Total
                liabilities
            
            
            944,179
            
            
            944,179Value
                of common stock which may be converted to cash ($9.78 per
                share)
            
            
            —
            
            
            48,899,990Stockholders’
                equity
            
            $
            2,236,844
            
            $
            195,711,854





(1)
            The
                “as adjusted” information gives effect to the sale of units in this
                offering including the application of the related gross proceeds,
                the sale
                of the additional founders’ warrants and the payment of expenses related
                to these transactions. The “as adjusted” working capital excludes $7.5
                million being held in the trust account ($8.625 million if the
                underwriters' over-allotment option is exercised in full) representing
                deferred underwriting discounts and
                commissions.




The
      total
      assets (as adjusted) amounts include $244,375,000 to be held in the trust
      account, which will be distributed on completion of our initial business
      combination (i) to any public stockholders who exercise their conversion rights
      in the amount of $9.78 per share, (ii) to the underwriters in the amount of
      $7.5
      million in payment of their deferred underwriting discounts and commissions
      and
      (iii) to us in the amount remaining in the trust account following the payment
      to any public stockholders who exercise their conversion rights and payment
      of
      deferred discounts and commission to the underwriters. All such proceeds will
      be
      distributed from the trust account only upon consummation of our initial
      business combination within the time period described in this prospectus. If
      our
      initial business combination is not so consummated, we will dissolve and the
      proceeds held in the trust account (including the deferred underwriting
      discounts and commission and all interest thereon, net of income taxes on such
      interest and net of interest income of up to $3.25 million on the trust account
      balance previously released to us to fund working capital requirements, as
      well
      as interest of up to $75,000 that may be released to us should we have no or
      insufficient working capital remaining to fund the costs and expenses of
      liquidation) will be distributed pro rata to our public
      stockholders.




We
      will
      not proceed with our initial business combination if public stockholders owning
      20% or more of the shares sold in this offering vote against the initial
      business combination and exercise their conversion rights. Accordingly, we
      may
      effect our initial business combination if public stockholders owning less
      than
      20% of the shares sold in this offering vote against the business combination
      and exercise their conversion rights. If this occurred, we would be required
      to
      convert to cash up to 4,999,999 shares of common stock, or 20% of the aggregate
      number of shares of common stock sold in this offering less one share, at an
      initial per-share conversion price of approximately $9.78. The actual per-share
      conversion price will be equal to the aggregate amount then on deposit in the
      trust account (before payment of deferred underwriting discounts and commissions
      and including accrued interest net of income taxes on such interest, after
      distribution of interest income on the trust account balance to us as described
      above) as of two business days prior to the proposed consummation of the initial
      business combination, divided by the number of shares of common stock in this
      offering.


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            of Contents**




**RISK
      FACTORS**




*An
      investment in our securities involves a high degree of risk. You should consider
      carefully all of the material risks described below, together with the other
      information contained in this prospectus before making a decision to invest
      in
      our units. If any of the following events occur, our business, financial
      condition and operating results may be materially adversely affected. In that
      event, the trading price of our securities could decline, and you could lose
      all
      or part of your investment. This prospectus also contains forward-looking
      statements that involve risks and uncertainties. Our actual results could differ
      materially from those anticipated in the forward-looking statements as a result
      of specific factors, including the risks described below.*




**Risks
      associated with our business**




***We
      are a development stage company with no operating history and no revenues,
      and
      you have no basis on which to evaluate our ability to achieve our business
      objective.***




We
      are a
      recently incorporated development stage company with no operating results,
      and
      we will not commence operations until we obtain funding through this offering.
      Because we lack an operating history, you have no basis on which to evaluate
      our
      ability to achieve our business objective of completing an initial business
      combination with one or more target businesses. We have no plans, arrangements
      or understandings with any prospective target businesses concerning an initial
      business combination and may be unable to complete an initial business
      combination. We will not generate any revenues from operations until, at the
      earliest, after completing an initial business combination. We cannot assure
      you
      as to when, or if, an initial business combination will occur. If we expend
      all
      of the $500,000 in proceeds from this offering not held in trust and interest
      income earned of up to $3.25 million on the balance of the trust account that
      may be released to us to fund our working capital requirements in seeking an
      initial business combination, but fail to complete such an initial combination,
      we will never generate any operating revenues.




***The
      report of KPMG LLP, our independent registered public accounting firm, says
      that
      we may be unable to continue as a going concern.***




We
      have
      no revenues from our operations and our viability as a going concern depends
      on
      our ability to consummate this offering successfully. The report of KPMG LLP,
      our independent registered public accountants, on our financial statements
      includes an explanatory paragraph stating that our business plan is dependent
      upon our obtaining adequate financing which raises substantial doubt about
      our
      ability to continue as a going concern. The financial statements do not include
      any adjustments that might result from our inability to consummate this offering
      or our ability to continue as a going concern.




***We
      may not be able to consummate an initial business combination within the
      required time frame, in which case we would be forced to
      liquidate.***




We
      must
      complete an initial business combination with a fair market value of at least
      80% of the amount held in our trust account at the time of the initial business
      combination (excluding deferred underwriting discounts and commissions of $7.5
      million, or $8.625 million if the over-allotment option is exercised in full)
      within 24 months after the consummation of this offering. If we fail to
      consummate a business combination within the required time frame, we will be
      forced to liquidate the trust account. We may not be able to find suitable
      target businesses within the required time frame. In addition, our negotiating
      position and our ability to conduct adequate due diligence on any potential
      target may be reduced as we approach the deadline for the consummation of an
      initial business combination. We do not have any specific business combination
      under consideration and we have not, nor has anyone on our behalf, contacted
      any
      potential target business or had any substantive discussions, formal or
      otherwise, with respect to such a transaction. Additionally, we have not engaged
      or retained any agent or other representative to identify or locate any suitable
      acquisition candidate, to conduct any research or take any measures, directly
      or
      indirectly, to locate or contact a target business.  -14-
 **Table
            of Contents**


***If
      we liquidate before concluding an initial business combination, our public
      stockholders will receive less than $10.00 per share on distribution of trust
      account funds and our warrants will expire worthless.***




If
      we are
      unable to complete an initial business combination and must liquidate our
      assets, the per-share liquidation distribution will be less than $10.00 because
      of the expenses of this offering, our general and administrative expenses and
      the planned costs of seeking an initial business combination. Furthermore,
      our
      outstanding warrants are not entitled to participate in a liquidation
      distribution and the warrants will therefore expire worthless if we liquidate
      before completing an initial business combination. For a more complete
      discussion of the effects on our stockholders if we are unable to complete
      an
      initial business combination, please see “Proposed Business—Effecting a Business
      Combination—Dissolution and liquidation if no business combination.”




***An
      effective registration statement must be in place in order for a warrant holder
      to be able to exercise the warrants.***




No
      warrants will be exercisable and we will not be obligated to issue shares of
      common stock upon exercise of warrants by a holder unless, at the time of such
      exercise, we have a registration statement under the Securities Act, in effect
      covering the shares of common stock issuable upon exercise of the warrants.
      Although we have undertaken in the warrant agreement, and therefore have a
      contractual obligation, to use our best efforts to have a registration statement
      in effect covering shares of common stock issuable upon exercise of the warrants
      from the date the warrants become exercisable and to maintain a current
      prospectus relating to that common stock until the warrants expire or are
      redeemed, and we intend to comply with our undertaking, we cannot assure you
      that we will be able to do so. Holders of warrants may not be able to exercise
      their warrants, the market for the warrants may be limited and the warrants
      may
      be deprived of any value if there is no registration statement in effect
      covering the shares of common stock issuable upon exercise of the warrants
      or
      the prospectus relating to the common stock issuable upon the exercise of the
      warrants is not current. Holders of warrants will not be entitled to a cash
      settlement for their warrants if we fail to have a registration statement in
      effect or a current prospectus available relating to the common stock issuable
      upon exercise of the warrants, and holders’ only remedies in such event will be
      those available if we are found by a court of law to have breached our
      contractual obligation to them by failing to do so.




So
      long
      as the founders’ warrants are held by any of our founders or their permitted
      transferees, those warrants will be exercisable even if, at the time of
      exercise, a registration statement relating to the common stock issuable upon
      exercise of such warrants is not in effect or a related current prospectus
      is
      not available. As a result, so long as they are held by any of our founders
      or
      their permitted transferees, the restrictions applicable to the exercise of
      the
      founders’ warrants will not be the same as those applicable to the exercise of
      our public warrants. The holders of the warrants purchased in this offering
      will
      not be able to exercise those warrants unless we have a registration statement
      covering the shares issuable upon their exercise in effect and a related current
      prospectus available.




***You
      will not be entitled to protections normally afforded to investors in blank
      check companies.***




Since
      the
      net proceeds of this offering are intended to be used to complete a business
      combination with a target business that has not been identified, we may be
      deemed a “blank check” company under the United States securities laws. However,
      because on successful consummation of this offering we will have net tangible
      assets in excess of $5,000,000 and will at that time file a Form 8-K with the
      SEC that includes an audited balance sheet demonstrating this fact, we are
      exempt from SEC rules that are designed to protect investors in blank check
      companies, such as Rule 419 under the Securities Act. Accordingly, investors
      in
      this offering will not receive the benefits or protections of those rules.
      Among
      other things, this means our units will be immediately tradable and we will
      have
      a longer period of time to complete a business combination in some circumstances
      than do companies subject to Rule 419. Moreover, offerings subject to Rule
      419
      would prohibit the release of any interest earned on funds held in the trust
      account to us unless and until the funds in the trust account were released
      to
      us in connection with our consummation of an initial business combination.
      For a
      more detailed comparison of our offering to offerings that comply with Rule
      419,
      please see “Proposed Business—Comparison of This Offering to Those of Blank
      Check Companies Subject to Rule 419.”  -15-
 **Table
            of Contents**


***Under
      Delaware law, a court could invalidate the requirement that certain provisions
      of our amended and restated certificate of incorporation be amended only by
      unanimous consent of our stockholders; amendment of those provisions could
      reduce or eliminate the protections they afford to our stockholders.***




Our
      amended and restated certificate of incorporation contains certain requirements
      and restrictions relating to this offering that will apply to us until the
      consummation of our initial business combination. Specifically, our amended
      and
      restated certificate of incorporation provides, among other things, that:




·
            upon
                the consummation of this offering, $244,375,000, or $280,375,000
                if the
                underwriters’ over-allotment option is exercised in full comprising (i)
                $236,875,000 of the net proceeds of this offering, including $7.5
                million
                of deferred underwriting discounts and commissions (or $271,750,000
                if the
                underwriters’ over-allotment option is exercised in full, including $8.625
                million of deferred underwriting discounts and commissions) and (ii)
                $5,850,000 of proceeds from the sale of the founders’ securities, shall be
                placed into the trust account;




·
            prior
                to the consummation of our initial business combination, we shall
                submit
                the initial business combination to our stockholders for
                approval;




·
            we
                may consummate our initial business combination if approved by a
                majority
                of the shares of common stock voted by our public stockholders at
                a duly
                held stockholders meeting, and public stockholders owning less than
                20% of
                the shares sold in this offering validly exercise their conversion
                rights;




·
            if
                a proposed initial business combination is approved and consummated,
                public stockholders who exercised their conversion rights and voted
                against the initial business combination may convert their shares
                into
                cash at the conversion price;




·
            if
                our initial business combination is not consummated within 24 months
                of
                the date of this prospectus, then our existence will terminate and
                we will
                distribute all amounts in the trust account on a pro rata basis to
                all of
                our public stockholders;




·
            we
                may not consummate any other business combination, merger, capital
                stock
                exchange, asset acquisition, stock purchase, reorganization or similar
                transaction prior to our initial business combination;




·
            we
                may not consummate our initial business combination with a person
                or
                entity affiliated with any of our officers or directors or any of
                their
                respective affiliates nor with any of the underwriters or selling
                group
                members or their respective
                affiliates;




·
            prior
                to our initial business combination, we may not issue stock
                that
                participates in any manner in the proceeds of the trust account,
                or that
                votes as a class with the common stock sold in this offering on a business
                combination;




·
            our
                audit committee shall monitor compliance on a quarterly basis with
                the
                terms of this offering and, if any noncompliance is identified, the
                audit
                committee is charged with the immediate responsibility to take all
                action
                necessary to rectify such noncompliance or otherwise cause compliance
                with
                the terms of this offering; and




·
            the
                audit committee shall review and approve all payments made to our
                officers, directors and our and their affiliates, and any payments
                made to
                members of our audit committee will be reviewed and approved by our
                board
                of directors, with any interested director abstaining from such review
                and
                approval.




Our
      amended and restated certificate of incorporation requires that prior to the
      consummation of our initial business combination we obtain unanimous consent
      of
      our stockholders to amend these provisions. However, the  -16-
 **Table
            of Contents**


validity
      of unanimous consent provisions under Delaware law has not been settled. A
      court
      could conclude that the unanimous consent requirement constitutes a practical
      prohibition on amendment in violation of the stockholders’ statutory rights to
      amend the corporate charter. In that case, these provisions could be amended
      without unanimous consent, and any such amendment could reduce or eliminate
      the
      protection these provisions afford to our stockholders. However, we view all
      of
      the foregoing provisions, including the requirement that public stockholders
      owning less than 20% of the shares sold in this offering exercise their
      conversion rights in order for us to consummate our initial business
      combination, as obligations to our stockholders, and neither we nor our board
      of
      directors will propose any amendment to these provisions, or support, endorse
      or
      recommend any proposal that stockholders amend any of these provisions at any
      time prior to the consummation of our initial business combination.




***If
      third parties bring claims against us, or if we go bankrupt, the proceeds held
      in trust could be reduced and the per-share liquidation price received by you
      will be less than $9.78 per share.***




Our
      placing of funds in the trust account may not protect those funds from
      third-party claims against us. Although prior to completion of our initial
      business combination, we will seek to have all third parties (including any
      vendors or other entities we engage after this offering) and any prospective
      target businesses enter into valid and enforceable agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account, there is no guarantee that they will execute such agreements.
      We
      have not engaged any such third parties or asked for or obtained any such waiver
      agreements at this time. It is also possible that such waiver agreements would
      be held unenforceable and there is no guarantee that the third parties would
      not
      otherwise challenge the agreements and later bring claims against the trust
      account for monies owed them. In the case of such a challenge, we will be
      responsible for the cost associated with defending the validity of the
      challenged waiver agreement. In addition, there is no guarantee that such
      entities will agree to waive any claims they may have in the future as a result
      of, or arising out of, any negotiations, contracts or agreements with us and
      will not seek recourse against the trust account for any reason. Accordingly,
      the proceeds held in trust could be subject to claims that would take priority
      over the claims of our public stockholders and, as a result, the per-share
      liquidation price could be less than $9.78. Mr. Gilliam, Mr. Hantke, Mrs.
      Hendricks, Mr. Ortale and Mr. Rodriguez have agreed that they will be personally
      liable on a joint and several basis to the Company if and to the extent claims
      by third parties reduce the amounts in the trust account available for payment
      to our stockholders in the event of a liquidation and the claims are made by
      a
      vendor for services rendered, or products sold, to us or by a prospective
      business target. However, the agreements entered into by each of Mr. Gilliam,
      Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr. Rodriguez specifically provide
      for two exceptions to the personal indemnity each has given: none will have
      any
      personal liability (1) as to any claimed amounts owed to a third party who
      executed a waiver, or (2) as to any claims under our indemnity of the
      underwriters of this offering against certain liabilities, including liabilities
      under the Securities Act. These individuals’ personal liability does not extend
      to claims of third parties who executed a waiver because we believe that
      acceptance by a company’s officers and directors of personal liability for
      claims against that company is an extraordinary measure and that it would be
      unfair to these officers and directors if they remained personally liable
      despite having taken such steps as are available to them, such as obtaining
      waivers, to prevent such claims from arising against that company. Based on
      the
      information in the director and officer questionnaires provided to us in
      connection with this offering as well as representations as to their accredited
      investor status (as such term is defined in Regulation D under the Securities
      Act), we currently believe that each of Mr. Gilliam, Mr. Hantke, Mrs. Hendricks,
      Mr. Ortale and Mr. Rodriguez is of substantial means and capable of funding
      his
      or her indemnity obligations, even though we have not asked any of them to
      reserve for such an eventuality. We cannot assure you, however, that they would
      be able to satisfy those obligations.




In
      addition, if we are forced to file a bankruptcy case or an involuntary
      bankruptcy case is filed against us that is not dismissed, the proceeds held
      in
      the trust account could be subject to applicable bankruptcy law, and may be
      included in our bankruptcy estate and subject to the claims of third parties
      with priority over the claims of our stockholders. To the extent any bankruptcy
      claims deplete the trust account, we cannot assure you that we will be able
      to
      return at least $9.78 per share to our public stockholders.  -17-
 **Table
            of Contents**


***Our
      stockholders may be held liable for third parties’ claims against us to the
      extent of distributions received by them following our
      dissolution.***




Our
      amended and restated certificate of incorporation provides that we will continue
      in existence only until
                   ,
      2008 **[twenty-four
      months from the date of this prospectus]** .
      If we
      consummate our initial business combination prior to that date, we will amend
      this provision to permit our continued existence. If we have not completed
      our
      initial business combination by that date, our corporate existence will cease
      except for the purposes of winding up our affairs and liquidating pursuant
      to
      Section 278 of the Delaware General Corporation Law. Under the Delaware General
      Corporation Law, stockholders may be held liable for claims by third parties
      against a corporation to the extent of distributions received by those
      stockholders in a dissolution. However, if the corporation complies with certain
      procedures intended to ensure that it makes reasonable provision for all claims
      against it, the liability of stockholders with respect to any claim against
      the
      corporation is limited to the lesser of such stockholder’s pro rata share of the
      claim or the amount distributed to the stockholder. In addition, if the
      corporation undertakes additional specified procedures, including a 60-day
      notice period during which any third-party claims can be brought against the
      corporation, a 90-day period during which the corporation may reject any claims
      brought, and an additional 150-day waiting period before any liquidation
      distributions are made to stockholders, any liability of stockholders would
      be
      barred after the third anniversary of the dissolution. While we intend to adopt
      a plan of dissolution and distribution making reasonable provision for claims
      against the company in compliance with the Delaware General Corporation Law,
      we
      do not intend to comply with these additional procedures, as we instead intend
      to distribute the balance in the trust account to our public stockholders as
      promptly as practicable following termination of our corporate existence.
      Accordingly, any liability our stockholders may have could extend beyond the
      third anniversary of our dissolution. We cannot assure you that any reserves
      for
      claims and liabilities that we believe to be reasonably adequate when we adopt
      our plan of dissolution and distribution will suffice. If such reserves are
      insufficient, stockholders who receive liquidation distributions may
      subsequently be held liable for claims by creditors of the company to the extent
      of such distributions.




***Since
      we have not yet selected any target business with which to complete our initial
      business combination, investors in this offering are unable to currently
      ascertain the merits or risks of the target business’s
      operations.***




Since
      we
      have not yet identified a prospective target business, investors in this
      offering have no current basis to evaluate the possible merits or risks of
      the
      target business’s operations. To the extent we complete our initial business
      combination with a financially unstable company or an entity in its development
      stage, we may be affected by numerous risks inherent in the business operations
      of those entities. Although our management will endeavor to evaluate the risks
      inherent in a particular target business, we cannot assure you that we will
      properly ascertain or assess all of the significant risk factors. We also cannot
      assure you that an investment in our units will not ultimately prove to be
      less
      favorable to investors in this offering than a direct investment, if an
      opportunity were available, in a target business. For a more complete discussion
      of our selection of a target business, please see “Proposed Business 3⁄4 Effecting
      a business combination 3⁄4 We
      have
      not identified a target business.”




***We
      will depend on the limited funds available outside of the trust account and
      a
      portion of the interest earned on the trust account balance to fund our search
      for a target business or businesses and to complete our initial business
      combination.***




Of
      the
      net proceeds of this offering, $500,000 is available to us initially outside
      the
      trust account to fund our working capital requirements. We will depend on
      sufficient interest being earned on the proceeds held in the trust account
      to
      provide us with the additional working capital we will need to identify one
      or
      more target businesses and to complete our initial business combination. While
      we are entitled to have released to us for such purposes interest income of
      up
      to a maximum of $3.25 million, a substantial decline in interest rates may
      result in our having insufficient funds available with which to structure,
      negotiate or close an initial business combination. In such event, we could
      seek
      to borrow funds or raise additional investments from our officers and directors
      or others to operate, although our officers and directors are under no
      obligation to advance funds to, or to invest in, us. If we have insufficient
      funds available, we may be forced to liquidate.  -18-
 **Table
            of Contents**


***Because
      of our limited resources and the significant competition for business
      combination opportunities, we may not be able to consummate an attractive
      initial business combination.***




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including venture capital funds, leveraged buyout funds and
      operating businesses in the energy or other industries competing for
      acquisitions. Many of these entities are well established and have extensive
      experience in identifying and effecting business combinations directly or
      through affiliates. Many of these competitors possess greater technical, human
      and other resources than we do and our financial resources will be relatively
      limited when contrasted with those of many of these competitors. While we
      believe that there are numerous potential target businesses that we could
      acquire, our ability to compete in acquiring certain sizable target businesses
      will be limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of certain
      target businesses. Further:




·
            our
                obligation to seek stockholder approval of a business combination
                may
                materially delay the consummation of a transaction;




·
            our
                obligation to convert into cash up to 20% of the shares of
                common
                stock held by public stockholders less one share in certain instances
                may
                materially reduce the resources available for a business combination;
                and




·
            our
                outstanding warrants, and the future dilution they potentially represent,
                may not be viewed favorably by certain target businesses.




Any
      of
      these obligations may place us at a competitive disadvantage in successfully
      negotiating a business combination. We cannot assure you that we will be able
      to
      successfully compete for an attractive business combination. Additionally,
      because of these factors, we cannot assure you that we will be able to
      effectuate a business combination within the required time periods. If we are
      unable to find a suitable target business within the required time periods,
      we
      will be forced to liquidate.




***We
      face significant competition from numerous companies with a business plan
      similar to ours seeking to effectuate a business
      combination.***




There
      are
      numerous other blank check companies like ours that have recently completed
      initial public offerings and numerous others that have filed registration
      statements with the SEC seeking to go public. On the basis of publicly available
      information, we believe that, of these companies, only a limited number have
      consummated a business combination. Accordingly, there are a significant number
      of blank check companies similar to ours that are seeking to carry out a
      business plan similar to our business plan. While, like us, some of those
      companies have specific industries that they must complete a business
      combination in, a number of them may consummate a business combination in any
      industry they choose. We may therefore be subject to competition from these
      and
      other companies seeking to consummate a business plan similar to ours, which
      will, as a result, increase demand for privately held companies to combine
      with
      companies such as ours. Further, the fact that only a limited number of such
      companies have completed a business combination may be an indication that there
      are only a limited number of attractive target businesses available to such
      entities or that many privately held target businesses may not be inclined
      to
      enter into business combinations with publicly held blank check companies like
      us. We cannot assure you that we will be able to successfully compete for an
      attractive business combination. Additionally, because of this competition,
      we
      cannot assure you that we will be able to effectuate a business combination
      within the required 24-month time period. If we are unable to find a suitable
      target business within such time period, we will be forced to
      liquidate.




***We
      may be unable to obtain additional financing if necessary to complete our
      initial business combination or to fund the operations and growth of a target
      business, which could compel us to restructure or abandon a particular business
      combination.***




We
      believe that the net proceeds of this offering will be sufficient to allow
      us to
      consummate our initial business combination. However, because we have no oral
      or
      written agreements or letters of intent to engage in a  -19-
 **Table
            of Contents**


business
      combination with any entity, we cannot assure you that we will be able to
      complete our initial business combination or that we will have sufficient
      capital with which to complete a combination with a particular target business.
      If the net proceeds of this offering are not sufficient to facilitate a
      particular business combination because:




·
            of
                the size of the target business;




·
            the
                offering proceeds not in trust and funds available to us from interest
                earned on the trust account balance are insufficient to fund our
                search
                for and negotiations with a target business;
                or




·
            we
                must convert into cash a significant number of shares of common stock
                owned by public stockholders who elect to exercise their conversion
                rights,




we
      will
      be required to seek additional financing. We cannot assure you that such
      financing will be available on acceptable terms, if at all. If additional
      financing is unavailable to consummate a particular business combination, we
      would be compelled to restructure or abandon the combination and seek an
      alternative target business.




In
      addition, it is possible that we could use a portion of the funds not in the
      trust account (including amounts we borrowed, if any) to make a deposit, down
      payment or fund a “no-shop” provision with respect to a particular proposed
      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, and we had
      already used up the funds allocated to due diligence and related expenses in
      connection with the aborted transaction, we could be left with insufficient
      funds to continue searching for, or conduct due diligence with respect to,
      other
      potential target businesses.




Even
      if
      we do not need additional financing to consummate a business combination, we
      may
      require additional capital - in the form of debt, equity, or a combination
      of
      both - to operate, grow or complete an upgrade of any potential refinery we
      may
      acquire . There
      can
      be no assurance that we will be able to obtain such additional capital if it
      is
      required. If
      we
      fail to secure such financing, this failure could have a material adverse effect
      on the operations or growth of the target business. None of our officers or
      directors or any other party is required to provide any financing to us in
      connection with, or following, our initial business combination.




***If
      we issue capital stock or convertible debt securities to complete our initial
      business combination, your equity interest in us could be reduced or there
      may
      be a change in control of our company.***




Our
      certificate of incorporation authorizes the issuance of up to 200,000,000 shares
      of common stock, par value $0.001 per share, and 1,000,000 shares of preferred
      stock, par value $0.0001 per share. Immediately after this offering (assuming
      no
      exercise of the underwriters’ over-allotment option), there will be 137,900,000
      authorized but unissued shares of our common stock available for issuance (after
      appropriate reservation for the issuance of shares upon full exercise of our
      outstanding warrants, including the founders’ warrants), and all of the shares
      of preferred stock available for issuance. We have no commitments as of the
      date
      of this offering to issue any additional securities. We may issue a substantial
      number of additional shares of our common stock or may issue preferred stock,
      or
      a combination of both, including through convertible debt securities, to
      complete a business combination. Our issuance of additional shares of common
      stock or any preferred stock:




·
            may
                significantly reduce your equity interest in
                us;




·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may among other things limit our ability
                to
                use any net operating loss carry forwards we have, and may result
                in the
                resignation or removal of our officers and directors;
                and




·
            may
                adversely affect the then-prevailing market price for our common
                stock.




The
      value
      of your investment in us may decline if any of these events occur.  -20-
 **Table
            of Contents**


***If
      we issue debt securities to acquire or finance a target business, our liquidity
      may be adversely affected and the combined business may face significant
      interest expense.***




We
      may
      elect to enter into a business combination that requires us to issue debt
      securities as part of the purchase price for a target business. In addition,
      the
      energy industry is capital intensive, traditionally using substantial amounts
      of
      indebtedness to finance acquisitions, capital expenditures and working capital.
      If we issue debt securities, such issuances may result in an increase in
      interest expense for the post-combination business and may adversely affect
      our
      liquidity in the event of:




·
            a
                default and foreclosure on our assets if our operating cash flow
                after a
                business combination were insufficient to pay principal and interest
                obligations on our debt;




·
            an
                acceleration, which could occur even if we are then current in our
                debt
                service obligations if the debt securities have covenants that require
                us
                to meet certain financial ratios or maintain designated reserves,
                and such
                covenants are breached without waiver or
                renegotiation;




·
            a
                required immediate payment of all principal and accrued interest,
                if any,
                if the debt securities are payable on demand;
                or




·
            our
                inability to obtain any additional financing, if necessary, if the
                debt
                securities contain covenants restricting our ability to incur
                indebtedness.




For
      a
      more complete discussion of alternative structures for a business combination
      and the possibility that we may incur debt to finance our initial business
      combination, please see “Proposed Business—Effecting a Business
      Combination—Selection of a target business and structuring of our initial
      business combination.”




***Our
      founders may influence certain actions requiring a stockholder vote.***




Our
      founders will directly or indirectly own approximately 20% of our issued and
      outstanding shares of common stock (assuming they do not purchase units in
      this
      offering or in the open market) when this offering is completed (assuming no
      exercise of the underwriters’ over-allotment option). None of our founders has
      indicated to us that such founder intends to purchase units in this offering.
      Each of our founders has agreed, in connection with the stockholder vote
      required to approve our initial business combination, to vote any initial
      founders’ shares such founder holds in accordance with a majority of the shares
      of common stock voted by the public stockholders, and each has agreed that
      if
      such founder acquires additional shares of common stock in or following this
      offering, it will vote all such acquired shares in favor of our initial business
      combination. Accordingly, shares of common stock owned by our founders will
      not
      have the same voting or conversion rights as those held by our public
      stockholders with respect to a potential business combination, and none of
      our
      founders will be eligible to exercise conversion rights for those shares if
      our
      initial business combination is approved by a majority of our public
      stockholders who vote in connection with our initial business combination.




Upon
      the
      consummation of this offering, our board of directors will be divided into
      three
      classes, each of which will generally serve for a term of three years, with
      only
      one class of directors being elected in each year. We may consummate an initial
      business combination before there is an annual meeting of stockholders to elect
      new directors, in which case all of the current directors will continue in
      office at least until the consummation of our initial business combination.
      If
      there is an annual meeting of stockholders, as a consequence of our “staggered”
board of directors, only a minority of the board of directors will be considered
      for election and our founders will have considerable influence on the outcome
      of
      that election. Accordingly, our founders will continue to exert control at
      least
      until the consummation of the initial business combination. None of our founders
      is prohibited from purchasing units in this offering or our common stock in
      the
      aftermarket. If they do so, they will have a greater influence on the vote
      taken
      in connection with our initial business combination.  -21-
 **Table
            of Contents**


***Some
      of our current officers and directors may resign upon consummation of our
      initial business combination***




Our
      ability to effect our initial business combination successfully will be largely
      dependent upon the efforts of our officers and directors. However, while it
      is
      possible that some of our officers and directors will remain associated with
      us
      in various capacities following our initial business combination, some of them
      may resign and some or all of the management of the target business may remain
      in place.




***We
      may have only limited ability to evaluate the management of the target business.***




We
      may
      have only limited ability to evaluate the management of the target business.
      Although we intend to closely scrutinize the management of a prospective target
      business in connection with evaluating the desirability of effecting a business
      combination, we cannot assure you that our assessment of management will prove
      to be correct. These individuals may be unfamiliar with the requirements of
      operating a public company and the securities laws, which could increase the
      time and resources we must expend to assist them in becoming familiar with
      the
      complex disclosure and financial reporting requirements imposed on U.S. public
      companies. This could be expensive and time-consuming and could lead to various
      regulatory issues that may adversely affect the price of our stock.




***None
      of our officers or directors has ever been associated with a blank check
      company, which could adversely affect our ability to consummate our initial
      business combination.***




None
      of
      our officers or directors has ever been associated with a blank check company.
      Accordingly, you may not have sufficient information with which to evaluate
      the
      ability of our management team and our board of directors to identify, approve
      and complete our initial business combination. Our management’s lack of
      experience in operating a blank check company could adversely affect our ability
      to consummate a business combination and force us to liquidate.




***We
      may seek to effect our initial business combination with one or more privately
      held companies, which may present certain challenges to us, including the lack
      of available information about these companies.***




In
      pursuing our acquisition strategy, we may seek to effect our initial business
      combination with one or more privately held companies. By definition, very
      little public information exists about these companies, and we could be required
      to make our decision on whether to pursue a potential initial business
      combination on the basis of limited information.




***Our
      officers and directors are or may in the future become affiliated with entities
      engaged in business activities similar to those intended to be conducted by
      us,
      and may have conflicts of interest in allocating their time and business
      opportunities.***




Although
      our officers and directors have entered into non-compete agreements with us,
      they may in the future become affiliated with entities, including other “blank
      check” companies, engaged in business activities similar to those intended to be
      conducted by us. None of our officers or directors is obligated to expend a
      specific number of hours per week or month on our affairs. Additionally, our
      officers and directors may become aware of business opportunities that may
      be
      appropriate for us as well as the other entities with which they are or may
      be
      affiliated. Due to these existing or future affiliations, our officers and
      directors may have fiduciary obligations to present potential business
      opportunities to those entities prior to presenting them to us, which could
      cause additional conflicts of interest. Accordingly, our officers or directors
      may have conflicts of interest in determining to which entity a particular
      business opportunity should be presented. For a complete discussion of our
      officers and directors’ business affiliations and the potential conflicts of
      interest that you should be aware of, please see “Management—Directors and
      Executive Officers,” “Management—Conflicts of Interest” and “Certain
      Transactions.” We cannot assure you that these conflicts will be resolved in our
      favor.  -22-
 **Table
            of Contents**


***We
      may use resources in researching acquisitions that are not consummated, which
      could materially and adversely affect subsequent attempts to effect our initial
      business combination.***




We
      expect
      that the investigation of each specific target business and the negotiation,
      drafting, and execution of relevant agreements, disclosure documents, and other
      instruments will require substantial management time and attention and
      substantial costs for accountants, attorneys, and others. If a decision is
      made
      not to complete a specific business combination, the costs incurred up to that
      point for the proposed transaction likely would not be recoverable. Furthermore,
      even if an agreement is reached relating to a specific target business, we
      may
      fail to consummate the transaction for any number of reasons, including reasons
      beyond our control, such as that 20% or more of our public stockholders vote
      against the transaction and opt to convert their stock into a pro rata share
      of
      the trust account even if a majority of our stockholders approve the
      transaction. Any such event will result in a loss to us of the related costs
      incurred, which could materially and adversely affect subsequent attempts to
      consummate an initial business combination.




***Because
      the shares of common stock owned by our founders will not participate in
      liquidation distributions by us, our founders may have a conflict of interest
      in
      deciding if a particular target business is a good candidate for a business
      combination.***




Each
      holder of initial founders’ shares has waived the right to receive distributions
      with respect to the initial founders’ shares if we liquidate because we fail to
      complete a business combination. Those shares of common stock and all of the
      founders’ warrants will be worthless if we do not consummate our initial
      business combination. Because our directors directly or indirectly have an
      ownership interest in all of the outstanding founders’ securities, their
      personal and financial interests may influence the identification and selection
      of a target business, and may affect how or when we complete our initial
      business combination. The exercise of discretion by our officers and directors
      in identifying and selecting one or more suitable target businesses may result
      in a conflict of interest when determining whether the terms, conditions and
      timing of a particular business combination are appropriate and in our
      stockholders’ best interest.




***Our
      officers’ and directors’ interests in obtaining reimbursement for any
      out-of-pocket expenses incurred by them may lead to a conflict of interest
      in
      determining whether a particular target business is appropriate for a business
      combination and in the public stockholders’ best interest.***




Unless
      we
      consummate our initial business combination, our officers and directors will
      not
      receive reimbursement for any out-of-pocket expenses incurred by them to the
      extent that such expenses exceed the amount of available proceeds not deposited
      in the trust account and the amount of interest income from the trust account
      up
      to a maximum of $3.25 million that may be released to us as working capital.
      These amounts are based on management’s estimates of the funds needed to finance
      our operations for the next 24 months and consummate our initial business
      combination. Those estimates may prove to be inaccurate, especially if a portion
      of the available proceeds is used to make a down payment in connection with
      our
      initial business combination or pay exclusivity or similar fees or if we expend
      a significant portion in pursuit of an initial business combination that is
      not
      consummated. Our officers and directors may, as part of any business
      combination, negotiate the repayment of some or all of any such expenses. If
      the
      target business’s owners do not agree to such repayment, this could cause our
      management to view such potential business combination unfavorably, thereby
      resulting in a conflict of interest. The financial interest of our officers
      and
      directors could influence their motivation in selecting a target business and
      therefore there may be a conflict of interest when determining whether a
      particular business combination is in the stockholders’ best interest.




***We
      will probably complete only one business combination with the proceeds of this
      offering, meaning our operations will depend on a single
      business.***




The
      net
      proceeds from this offering and the sale of the founders’ securities will
      provide us with approximately $244,375,000 million that we may use to complete
      a
      business combination. Our initial business combination must involve a target
      business or businesses with a fair market value of at least 80% of the amount
      held in our trust account at the time of such business combination (excluding
      deferred underwriting discounts and commissions of $7.5 million, or $8.625
      million if the over-allotment option is exercised in full). We may not be able
      to acquire more than one target business because of various factors, including
      the existence of complex  -23-
 **Table
            of Contents**


accounting
      issues and the requirement that we prepare and file pro forma financial
      statements with the SEC that present operating results and the financial
      condition of several target businesses as if they had been operated on a
      combined basis. Additionally, we may encounter numerous logistical issues if
      we
      pursue multiple target businesses, including the difficulty of coordinating
      the
      timing of negotiations, proxy statement disclosure and closings. We may also
      be
      exposed to the risk that our inability to satisfy conditions to closing with
      one
      or more target businesses would reduce the fair market value of the remaining
      target businesses in the combination below the required threshold of 80% of
      the
      amount held in our trust account (excluding deferred underwriting discounts
      and
      commissions of $7.5 million, or $8.625 million if the over-allotment option
      is
      exercised in full). Due to these added risks, we are more likely to choose
      a
      single target business with which to pursue a business combination than multiple
      target businesses. Unless we combine with a target business in a transaction
      in
      which the purchase price consists substantially of common stock and/or preferred
      stock, it is likely we will complete only our initial business combination
      with
      the proceeds of this offering. Accordingly, the prospects for our success may
      depend solely on the performance of a single business. If this occurs, our
      operations will be highly concentrated and we will be exposed to higher risk
      than other entities that have the resources to complete several business
      combinations, or that operate in, diversified industries or industry
      segments.




***If
      we do not conduct an adequate due diligence investigation of a target business
      with which we combine, we may be required subsequently to take write-downs
      or
      write-offs, restructuring, and impairment or other charges that could have
      a
      significant negative effect on our financial condition, results of operations
      and our stock price, which could cause you to lose some or all of your
      investment.***




In
      order
      to meet our disclosure and financial reporting obligations under the federal
      securities laws, and in order to develop and seek to execute strategic plans
      for
      how we can increase the profitability of a target business, realize operating
      synergies or capitalize on market opportunities, we must conduct a due diligence
      investigation of one or more target businesses. Intensive due diligence is
      time
      consuming and expensive due to the operations, accounting, finance and legal
      professionals who must be involved in the due diligence process. Even if we
      conduct extensive due diligence on a target business with which we combine,
      we
      cannot assure you that this diligence will uncover all material issues relating
      to a particular target business, or that factors outside of the target business
      and outside of our control will not later arise. If our diligence fails to
      identify issues specific to a target business or the environment in which the
      target business operates, we may be forced to write-down or write-off assets,
      restructure our operations, or incur impairment or other charges that could
      result in our reporting losses. Even though these charges may be non-cash items
      and not have an immediate impact on our liquidity, the fact that we report
      charges of this nature could contribute to negative market perceptions about
      us
      or our common stock. In addition, charges of this nature may cause us to violate
      net worth or other covenants to which we may be subject as a result of assuming
      pre-existing debt held by a target business or by virtue of our obtaining
      post-combination debt financing.




***You
      will experience immediate and substantial dilution from the purchase of our
      common stock.***




The
      difference between the public offering price per share of our common stock
      (assuming we allocate all of the unit purchase price to the common stock and
      none to the warrant included in the unit) and the pro forma net tangible book
      value per share of our common stock after this offering, constitutes dilution
      to
      you and other investors in this offering. The fact that the initial founders’
shares and initial founders’ warrants were acquired at a significantly lower
      price than the price of the units being sold in this offering contributed to
      this dilution. Our founders acquired the 6,250,000 initial founders’ shares and
      2,500,000 initial founders’ warrants for a purchase price of $2,525,000, of
      which we have allocated $2,274,899 million to the initial founders’ shares,
      equivalent to a per-share price of approximately $0.36. Assuming this offering
      is completed and no value is ascribed to the warrants included in the units,
      you
      and the other new investors will incur an immediate and substantial dilution
      of
      approximately 25%, or $2.54, per share (the difference between the pro forma
      net
      tangible book value per share after this offering of $7.46, and the initial
      offering price of $10.00 per unit). Please see “Dilution” for additional
      information.




***Our
      outstanding warrants may adversely affect the market price of our common stock
      and make it more difficult to effect our initial business combination.***




The
      units
      being sold in this offering include warrants to purchase 25,000,000 shares
      of
      common stock (or 28,750,500 shares of common stock if the over-allotment option
      is exercised in full). Our founders will hold an  -24-
 **Table
            of Contents**


aggregate
      of 5,850,000 additional shares of our common stock upon exercise of the
      founders’ warrants. If we issue common stock to complete our initial business
      combination, the potential issuance of additional shares of common stock on
      exercise of these warrants could make us a less attractive acquisition vehicle
      to some target businesses. This is because exercise of any warrants will
      increase the number of issued and outstanding shares of our common stock and
      reduce the value of the shares issued to complete our initial business
      combination. Our warrants may make it more difficult to complete our initial
      business combination or increase the purchase price sought by one or more target
      businesses. Additionally, the sale or possibility of the sale of the shares
      underlying the warrants could have an adverse effect on the market price for
      our
      common stock or our units, or on our ability to obtain other financing. If
      and
      to the extent these warrants are exercised, you may experience dilution to
      your
      holdings.




***The
      grant of registration rights to the holders of the founders’ securities may make
      it more difficult to complete our initial business combination, and the future
      exercise of such rights may adversely affect the market price of our common
      stock.***




Pursuant
      to an agreement to be entered into concurrently with the issuance and sale
      of
      the securities in this offering, each holder of founders’ securities may demand
      that we register the resale of the initial founders’ shares, the founders’
warrants and the shares of common stock issuable upon exercise of the founders’
warrants, as applicable. The registration rights will be exercisable with
      respect to the initial founders’ shares at any time after the date on which the
      relevant securities are no longer subject to transfer restrictions, and with
      respect to the warrants and the underlying shares of common stock after the
      warrants become exercisable by their terms. We will bear the cost of registering
      these securities. If these registration rights are exercised in full, there
      will
      be an additional 6,250,000 shares of common stock and up to 5,850,000 shares
      of
      common stock issuable on exercise of the warrants eligible for trading in the
      public market. The registration and availability of such a significant number
      of
      securities for trading in the public market may have an adverse effect on the
      market price of our common stock. In addition, the existence of the registration
      rights may make our initial business combination more costly or difficult to
      conclude. This is because the stockholders of the target business may increase
      the equity stake they seek in the combined entity or ask for more cash
      consideration to offset the negative impact on the market price of our common
      stock that is expected when the founders’ securities are registered.




***There
      is currently no market for our securities and a market for our securities may
      not develop, which would adversely affect the liquidity and price of our
      securities.***




There
      is
      currently no market for our securities. Investors therefore have no access
      to
      information about prior market history on which to base their investment
      decision. Following this offering, the price of our securities may vary
      significantly due to our reports of operating losses, one or more potential
      business combinations, the filing of periodic reports with the SEC, and general
      market or economic conditions. Furthermore, an active trading market for our
      securities may never develop or, if developed, it may not be sustained. You
      may
      be unable to sell your securities unless a market can be established and
      sustained.




***If
      we are deemed to be an investment company, we must meet burdensome compliance
      requirements and restrictions on our activities, which may increase the
      difficulty of completing a business combination.***




If
      we are
      deemed to be an investment company under the Investment Company Act of 1940
      (the
“Investment Company Act”), the nature of our investments and the issuance of our
      securities may be subject to various restrictions. These restrictions may make
      it difficult for us to complete our initial business combination. In addition,
      we may be subject to burdensome compliance requirements and may have to:




·
            register
                as an investment company;




·
            adopt
                a specific form of corporate structure;
                and




·
            report,
                maintain records and adhere to voting, proxy, disclosure and other
                requirements.





-25-
 **Table
            of Contents**




We
      do not
      believe that our planned principal activities will subject us to the Investment
      Company Act. In this regard, our agreement with the trustee states that proceeds
      in the trust account will be invested only in “government securities” and one or
      more money market funds, selected by us, which invest principally in either
      short-term securities issued or guaranteed by the United States having a rating
      in the highest investment category granted thereby by a recognized credit rating
      agency at the time of acquisition or tax exempt municipal bonds issued by
      governmental entities located within the United States. This investment
      restriction is intended to facilitate our not being considered an investment
      company under the Investment Company Act. If we are deemed to be subject to
      the
      Investment Company Act, compliance with these additional regulatory burdens
      would increase our operating expenses and could make our initial business
      combination more difficult to complete.




***The
      loss of key officers could adversely affect us.***




We
      are
      dependent upon a relatively small group of key officers and, in particular,
      upon
      our chief executive officer, our principal financial officer and our chief
      operating officer. We believe that our success depends on the continued service
      of our key officers, at least until we have consummated our initial business
      combination. We cannot assure you that such individuals will remain with us
      for
      the immediate or foreseeable future. We do not have employment agreements with
      any of our current officers. The unexpected loss of the services of one or
      more
      of these officers could have a detrimental effect on us.




***The
      American Stock Exchange may delist our securities, which could limit investors’
ability to transact in our securities and subject us to additional trading
      restrictions.***




We
      will
      seek to have our securities approved for listing on the American Stock Exchange
      upon consummation of this offering. We cannot assure you that our securities
      will be listed and, if listed, will continue to be listed on the American Stock
      Exchange. Additionally, it is likely that the American Stock Exchange would
      require us to file a new initial listing application and meet its initial
      listing requirements, as opposed to its more lenient continued listing
      requirements, at the time of our initial business combination. We cannot assure
      you that we will be able to meet those initial listing requirements at that
      time.




If
      the
      American Stock Exchange does not list our securities, or subsequently delists
      our securities from trading, we could face significant consequences,
      including:




·
            a
                limited availability for market quotations for our
                securities;




·
            reduced
                liquidity with respect to our
                securities;




·
            a
                determination that our common stock is a “penny stock,” which will require
                brokers trading in our common stock to adhere to more stringent rules
                and
                possibly result in a reduced level of trading activity in the secondary
                trading market for our common
                stock;




·
            limited
                amount of news and analyst coverage for our company;
                and




·
            a
                decreased ability to issue additional securities or obtain additional
                financing in the future.




In
      addition, we would no longer be subject to American Stock Exchange rules,
      including rules requiring us to have a certain number of independent directors
      and to meet other corporate governance standards.




***The
      determination of the offering price of our units is
      arbitrary.***




Prior
      to
      this offering, there was no public market for any of our securities. The public
      offering price of the units, the terms of the warrants, the aggregate proceeds
      we are raising and the amount to be placed in the trust account were the results
      of a negotiation between the underwriters and us.  -26-
 **Table
            of Contents**


The
      determination of our per-unit offering price and aggregate proceeds was more
      arbitrary than would typically be the case if we were an operating company.
      In
      addition, because we have not identified any potential target businesses,
      management’s assessment of the financial requirements necessary to complete our
      initial business combination may prove to be inaccurate, in which case we may
      not have sufficient funds to consummate our initial business combination and
      we
      would be forced to either find additional financing or liquidate, or we may
      have
      too great an amount in the trust account to identify a prospect having a fair
      market value of at least 80% of the amount held in our trust account.




***If
      we acquire a target business with operations located outside the Unites States,
      we may encounter risks specific to other countries in which such target business
      operates.***




If
      we
      acquire a company that has operations outside the United States, we will be
      exposed to risks that could negatively impact our future results of operations
      following our initial business combination. The additional risks we may be
      exposed to in these cases include, but are not limited to:




·
            tariffs
                and trade barriers;




·
            regulations
                related to customs and import/export
                matters;




·
            tax
                issues, such as tax law changes and variations in tax laws as compared
                to
                the U.S.;




·
            cultural
                and language differences;




·
            foreign
                exchange controls;




·
            crime,
                strikes, riots, civil disturbances, terrorist attacks and wars;




·
            deterioration
                of political relations with the United States;
                and




·
            new
                or more extensive environmental
                regulation.




**Risks
      associated with our acquisition of a target business in the energy
      industry**




***The
      energy industry is highly competitive.***




There
      is
      intense competition in the energy industry, including in the petroleum refining,
      distribution, marketing and related industries. Fully integrated companies
      engaged on a national and international basis compete in many segments of the
      energy industry, on scales that may be much larger than ours. Large oil
      companies, because of the diversity and integration of their operations, larger
      capitalization and greater resources, may be better able to withstand volatile
      market conditions, compete on the basis of price, and more readily obtain crude
      oil and feedstocks in times of shortage and to bear the economic risks inherent
      in all phases of the energy industry.




***The
      price volatility of crude oil, other feedstocks and refined products depends
      upon many factors that are beyond our control and could adversely affect our
      profitability.***




If
      we
      consummate a business combination with a target company in the business of
      refining crude oil, we anticipate that our earnings, profitability and cash
      flows will depend on the margin above fixed and variable expenses (including
      the
      cost of refinery feedstocks, such as crude oil) at which we are able to sell
      refined products. Refining margins historically have been volatile, and are
      likely to continue to be volatile, as a result of a variety of factors,
      including fluctuations in the prices of crude oil. Prices of crude oil, other
      feedstocks and refined products depend on numerous factors beyond our control,
      including:




·
            changes
                in global and local economic conditions;  -27-
 **Table
            of Contents**




·
            demand
                for fuel products, especially in the United States, China and India;




·
            U.S.
                government regulations;




·
            worldwide
                political conditions, particularly in significant oil-producing regions
                such as the Middle East, West Africa and Venezuela;




·
            terrorist
                attacks;




·
            utilization
                rates of U.S. refineries;




·
            the
                level of foreign and domestic production of crude oil and refined
                products;




·
            development
                and marketing of alternative and competing fuels; and




·
            local
                factors, including market conditions, weather conditions and the
                level of
                operations of other refineries and pipelines in our
                markets.




A
      large,
      rapid increase in crude oil prices could adversely affect our operating margins
      if the increased cost of raw materials could not be passed to our customers
      on a
      timely basis, and would adversely affect our sales volumes if consumption of
      refined products, particularly transportation fuels, were to decline as a result
      of such price increases. The prices which we may obtain for refined products
      are
      also affected by regional factors, such as local market conditions and the
      operations of competing refiners of petroleum products, as well as seasonal
      factors influencing demand for such products.




***If
      our expectations about trends in the prices of crude oil relative to refined
      products are inaccurate, our ability to implement our business plan profitably
      could be negatively affected.***




The
      price
      differential between crude oil and refined products, which is referred to as
      the
      crack spread, has been widening above historical levels since 2000, partly
      due
      to relatively high demand for refined products and limited refining capacity.
      We
      will evaluate opportunities in the energy industry, and in particular in the
      refining and marketing sectors, based in part on our expectations regarding
      trends in the price of crude oil relative to the price of refined products.
      Should our expectations about these trends be inaccurate, our ability to
      implement our business plan could be negatively affected.




***If
      the price differential between heavy, sour crude oil and light, sweet crude
      oil
      returns to historical levels, our ability to implement our business plan could
      be negatively affected.***




Heavy,
      sour crude oils generally provide more profitable refining margins than light,
      sweet crude oils. Since 2000, the price differential between light, sweet crude
      oil and heavy, sour crude oil has been widening from historical levels due
      to
      the relatively high demand for light crude oil and an increased supply of heavy
      crude oil. We believe that this widening is part of a fundamental shift in
      both
      the light/heavy and sweet/sour differentials, and that these differentials
      are
      likely to remain above levels seen prior to 2000 because of increased global
      production of heavier, higher-sulfur crude oil combined with the fact that
      the
      industry does not have adequate refining capacity capable of processing these
      heavier, higher-sulfur crude oils. Our business plan is based on our expectation
      that the light/heavy and sweet/sour differentials will continue to exceed
      historical levels. However, should actual price trends differ and light/heavy
      and sweet/sour differentials revert to levels observed prior to 2000, our
      ability to implement our business plan could be negatively
      affected.




***Significant
      declines in the price of crude oil may disrupt the supply of heavy, sour crude
      oil and cause a narrowing of the price differentials between heavy, sour crude
      oil and light, sweet crude oil.***




Heavy,
      sour crude oil is generally costlier to extract and process than light, sweet
      crude oil. Significant declines in the overall price of crude oil could disrupt
      the supply of certain heavy, sour crude oils should the price declines be large
      enough that continuing to produce those heavy, sour crude oils becomes
      unprofitable. In addition,  -28-
 **Table
            of Contents**


any
      resulting scarcity of supply of certain types of heavy, sour crudes could cause
      light/heavy and sweet/sour differentials to narrow. If we effect a business
      combination with a target whose operations are dependent on access to heavy,
      sour crudes, such a disruption could negatively affect our business.




***If
      adequate infrastructure does not exist or is not built to provide us access
      to
      heavy, sour crude oil, our ability to implement our business plan could be
      negatively affected.***




If
      we
      consummate a business combination with a target company in the oil refining
      or a
      related industry, the profitability of any business we acquire may be dependent
      upon the availability of existing or future infrastructure providing
      uninterrupted access to supplies of heavy, sour crude oil. This could include,
      but is not limited to, existing and proposed pipelines for the conveyance of
      heavy crude oils between producing areas in Canada and refineries in the United
      States. Furthermore, if infrastructure were proposed that would provide our
      facilities with access to heavy, sour crude oil, we might choose to upgrade
      or
      expand our facilities in order to process or otherwise use this heavy crude
      oil.
      If a subsequent delay or a failure to build the proposed infrastructure then
      prevented us from obtaining adequate supplies of heavy crude oil, our ability
      to
      implement our business plan could be negatively affected.




***We
      may be subject to interruptions of supply as a result of relying on pipelines
      for transportation of crude oil and refined products.***




If
      we
      consummate our initial business combination with a target business in the
      refining industry, our business may rely heavily on pipelines to receive and
      transport crude oil and refined products. We could experience an interruption
      of
      supply or delivery, or an increased cost of receiving and transporting crude
      oil
      and refined products if operation of these pipelines is disrupted because of
      accidents, natural disasters, governmental regulation, terrorism, other
      third-party action or other events beyond our control. Our prolonged inability
      to use any of the pipelines that transport crude oil or refined products could
      have a material adverse effect on our business, financial condition and results
      of operations. Furthermore, the nature of our business or our business plan
      may
      require that we upgrade or supplement inbound pipelines, which could require
      us
      to make substantial additional capital expenditures.




***Our
      profitability may be limited if we cannot obtain necessary permits and
      authorizations to modify our purchased assets.***




If
      we
      consummate our initial business combination with a target company in the
      business of refining crude oil, our profitability may be linked to our ability
      to upgrade the refinery to process a heavier, higher-sulfur content crude oil
      or
      to yield lighter, higher-margin products. Our profitability also may be
      dependent on our ability to expand the capacity of the refinery. If we are
      unable to obtain the necessary permits and authorizations to effect an upgrade
      or expansion, or if the costs of making changes to or obtaining these permits
      or
      authorizations exceed our estimates, our profitability could be negatively
      affected.




***The
      profitability of the target business we acquire may be limited if we cannot
      secure an engineering, procurement and construction (“EPC”) contractor to
      perform upgrades or expansions.***




The
      profitability of the target business we acquire may be linked to our ability
      to
      upgrade and expand its business. In order to implement an upgrade or expansion,
      we expect to hire an EPC contractor. Due to a recent surge in construction
      projects across the energy industry, we may experience difficulties in securing
      an EPC contractor in a timely fashion to execute our proposed projects. If
      we
      are unable to contract an EPC contractor to effect an upgrade or expansion
      in a
      timely fashion, our profitability could be negatively affected.




***Our
      profitability may be limited if we experience costs overruns on any construction
      project or capital improvements we undertake in connection with our acquired
      business.***




Our
      business plan is based on capturing the cost advantage of heavy, sour crude
      oil
      relative to light, sweet crude oil as a raw material to manufacture refined
      products. Complex refineries that are able to process heavy, sour crude oils
      use
      additional processing equipment that requires a substantial capital investment.
      The Company believes  -29-
 **Table
            of Contents**


that
      the
      capital investments to upgrade a small refinery may range between approximately $100 million and approximately
      $300 million, although the cost to upgrade any particular refinery may be
      outside of this range depending on various factors, including the refinery’s
      size, current configuration, available infrastructure, geographic location,
      the
      technology being used, construction costs and availability of qualified
      construction personnel, and there can be no assurance that the cost of any
      upgrade we may undertake would actually fall within this range. Those
      investments will be profitable only if the higher capital cost of this
      processing equipment is more than offset by the increased margins between the
      price at which a refinery will be able to purchase raw materials and the price
      at which it will be able to sell its refined products. If we underestimate
      the
      capital investments that will be required to add the necessary processing
      equipment to permit our acquired business to benefit from the light/heavy,
      sweet/sour price differentials, or otherwise experience costs overruns on any
      construction project we undertake in connection with our acquired business,
      our
      profitability would be negatively affected.




***If
      we consummate our initial business combination with a target business in the
      refining industry, we may experience difficulties in marketing some of our
      products.***




Our
      ability to market the products of a target business we acquire may depend on:




·
            obtaining
                the financing necessary to develop our feedstock, such as crude oil,
                to
                the point where production is suitable for sale;




·
            the
                proximity, capacity and cost of pipelines and other facilities for
                the
                transportation of crude oil and refined products;




·
            the
                quantity and quality of the refined products produced; and




·
            the
                availability of viable purchasers willing to buy our refined
                products.




***If
      we experienced a catastrophic loss and our insurance was not adequate to cover
      such loss, it could have a material adverse affect on our
      operations.***




If
      we
      consummate our initial business combination and acquire ownership and operation
      of refineries or related storage and other facilities, our business could be
      affected by a number of risks, including mechanical failure, personal injury,
      loss or damage, business interruption due to political conditions in foreign
      countries, hostilities, labor strikes, adverse weather conditions and
      catastrophic disasters, including environmental accidents. All of these risks
      could result in liability, loss of revenues, increased costs and loss of
      reputation. We intend to maintain insurance, consistent with industry standards,
      against these risks on business assets we may acquire upon completion of our
      initial business combination. However, we cannot assure you that we will be
      able
      to adequately insure against all risks, that any particular claim will be paid
      out of our insurance, or that we will be able to procure adequate insurance
      coverage at commercially reasonable rates in the future. Our insurers will
      also
      require us to pay certain deductible amounts, before they will pay claims,
      and
      insurance policies will contain limitations and exclusions, which, although
      we
      believe will be standard for the refining industry, may nevertheless increase
      our costs and lower our profitability.




Additionally,
      any changes to environmental and other regulations or changes in the insurance
      market may also result in increased costs for, or decreased availability of,
      insurance we would currently anticipate purchasing against the risks of
      environmental damage, pollution and other claims for damages that may be
      asserted against us.




Our
      inability to obtain insurance sufficient to cover potential claims or the
      failure of insurers to pay any significant claims, could have a material adverse
      effect on our profitability and operations.  -30-
 **Table
            of Contents**


***The
      dangers inherent in the refining and marketing of petroleum products could
      cause
      disruptions and could expose us to potentially significant losses, costs or
      liabilities.***




Businesses
      involved in the refining, distribution and marketing of petroleum products
      and
      related activities are subject to significant hazards and risks inherent in
      refining operations and in transporting and storing crude oil, intermediate
      products and refined products. These hazards and risks include, but are not
      limited to, the following:




·
            natural
                disasters, fires, or explosions;




·
            spills
                and pipeline ruptures;




·
            third-party
                interference;




·
            disruptions
                of electricity deliveries; and




·
            mechanical
                failure of equipment at our refinery or third-party facilities.




Any
      of
      the foregoing could result in production and distribution difficulties and
      disruptions, environmental pollution, personal injury or wrongful death claims
      and other damage to our property and the property of others. There is also
      risk
      of mechanical failure and equipment shutdowns both in the ordinary course of
      operations and following unforeseen events.




***We
      may have environmental liabilities as a result of our ownership or operation
      of
      contaminated properties or relating to exposure to hazardous or toxic
      materials.***




We
      could
      be subject to claims and may incur costs arising out of human exposure to
      hazardous or toxic substances relating to our operations, our properties, our
      buildings or to the sale, distribution or disposal of any products containing
      any hazardous or toxic substances and produced in connection with our
      business.




Properties
      or facilities owned, leased or operated in conjunction with the energy industry
      may be contaminated due to energy or other historical industrial uses at or
      near
      the property. Regulators may impose clean-up obligations if contamination is
      identified on a property, and third parties or regulators may make claims
      against owners or operators of properties for personal injuries, property damage
      or natural resource damage associated with releases of hazardous or toxic
      substances. Even if the business we purchase did not cause the contamination
      or
      release, certain environmental laws hold current and previous owners or
      operators of real property liable for the costs of cleaning up contamination
      regardless of whether they knew of or were responsible for the contamination.
      These environmental laws also may impose liability on any person who arranges
      for the disposal or treatment of hazardous substances, regardless of whether
      the
      affected site is or was ever owned or operated by such person.




Finally,
      it is possible that a target business we purchase may have historical
      liabilities relating to previous operations or the previous ownership of real
      property or facilities. While we may be able to structure a transaction to
      leave
      those types of liabilities with the seller, it may not be possible to do so
      as a
      legal or practical matter. As a result, we may ultimately have liability for
      environmental matters that do not relate to businesses we operate.




***We
      will be subject to significant environmental, safety and other governmental
      regulations and may incur significant costs to comply with these
      regulations.***




The
      oil
      refining, distribution and marketing industry and related activities are subject
      to extensive and increasingly stringent environmental protection, safety and
      other related federal, state and local laws, rules, regulations and treaties.
      We
      cannot assure you that we will be able to comply with all laws, rules,
      regulations and treaties following a business combination. If we are unable
      to
      adhere to these requirements, or if we are unable to obtain or maintain
      compliance with our environmental permits we could be subject to civil or
      criminal penalties and fines and to material restrictions on our business and
      operations. The costs of complying with these requirements and any adverse
      operational impact of compliance could have a material adverse effect on our
      profitability and  -31-
 **Table
            of Contents**


operations.
      Certain segments of the energy industry are also subject to the payment of
      royalties, and the level of taxation of the energy industry tends to be high
      compared with that of other commercial activities.




***Hazards
      inherent in refining operations will require continual oversight and
      control.***




If
      we
      consummate our initial business combination, we may be engaged in transporting
      and refining potentially toxic materials in the course of our business. There
      is
      a risk of leaks or spillages of crude oil, petroleum products and other
      potentially hazardous materials at operating sites and during transportation.
      If
      operational risks materialized, it could result in loss of life, damage to
      the
      environment or loss of production. We will attempt to conduct our activities
      in
      such a manner that there is no or minimal damage to the environment. However,
      these risks will require continual oversight and control.




***Conservation
      measures and technological advances could reduce demand for crude oil and
      refined products.***




Fuel
      conservation measures, alternative fuel requirements, increasing consumer demand
      for alternatives to oil and gas, technological advances in fuel economy and
      energy generation devices could reduce demand for crude oil and refined
      petroleum products. We cannot predict when or whether there will be any change
      in demand for these products, and any major changes may have a material adverse
      effect on our business, financial condition, results of operations and cash
      flows. In addition, we may be adversely affected to the extent we are unable
      to
      address any perceived trade-off between the increasing demand for global access
      to energy and the protection or improvement of the natural
      environment.




***If
      the increasing demand for alternative fuels lowers the demand for transportation
      fuels, our profitability could be negatively
      affected.***




Rising
      crude oil and refined products prices are increasing the economic feasibility
      and demand for alternative fuels like ethanol and bio-diesel. New technologies
      are being developed to further increase the feasibility and enhance the
      performance of these fuels. Additionally, energy security concerns, agricultural
      interests, environmental activists, and others are increasing the visibility
      of
      alternative fuels as a substitute for transportation fuels. Should these trends
      continue and the demand for alternative fuels continue to rise, consequently
      lowering the demand for petroleum-based transportation fuels, our profitability
      could be negatively affected.




***Foreign
      currency fluctuations could adversely affect our business and financial results.***




Crude
      oil
      prices are generally set in U.S. dollars while sales of refined products may
      be
      in a variety of currencies. If we consummate a business combination with a
      target business with operations outside of the United States, our business
      will
      be subject to risks of fluctuations in foreign currency exchange rates. In
      certain markets, we may also experience difficulty in converting local
      currencies to U.S. dollars, or the market for conversion of local currency
      into
      other currencies may deteriorate or cease to exist.




In
      addition, a target business with which we combine may do business and generate
      sales within other countries. Foreign currency fluctuations may affect the
      costs
      that we incur in such international operations. It is also possible that some
      or
      all of our operating expenses may be incurred in non-U.S. dollar currencies.
      The
      appreciation of non-U.S. dollar currencies in those countries where we have
      operations against the U.S. dollar would increase our costs and could harm
      our
      results of operations and financial condition.




***Following
      our initial business combination, we may engage in hedging transactions in
      an
      attempt to mitigate exposure to price fluctuations in oil and other petroleum
      products; these attempts may not be successful***




Following
      our initial business combination, we may engage in short sales and utilize
      derivative instruments such as options, futures, forward contracts, interest
      rate swaps, caps and floors, to hedge against exposure to fluctuations in the
      price of crude oil, refined petroleum products and other energy portfolio
      positions, as well as foreign currency exchange and interest rates. Hedging
      transactions may not be as effective as we intend in reducing our exposure
      to
      these fluctuations and any resulting volatility in our cash flows, and if we
      incorrectly assess market trends
      and risks, may result in a poorer overall performance than if we had not engaged
      in any such hedging transactions.


-32-
 **Table
            of Contents**




**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING
      STATEMENTS**




The
      statements contained in this prospectus that are not purely historical are
      forward-looking statements. Our forward-looking statements include, but are
      not
      limited to, statements regarding our or our management’s expectations, hopes,
      beliefs, intentions or strategies regarding the future. In addition, any
      statements that refer to projections, forecasts or other characterizations
      of
      future events or circumstances, including any underlying assumptions, are
      forward-looking statements. The words “anticipates,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” and similar expressions
      may identify forward-looking statements, but the absence of these words does
      not
      mean that a statement is not forward-looking. Forward-looking statements in
      this
      prospectus may include, for example, statements about our:




·
            ability
                to complete our initial business
                combination;




·
            success
                in retaining or recruiting, or changes required in, our officers,
                key
                employees or directors following our initial business
                combination;




·
            officers
                and directors allocating their time to other businesses and potentially
                having conflicts of interest with our business or in approving our
                initial
                business combination, as a result of which they would then receive
                expense
                reimbursements;




·
            potential
                ability to obtain additional financing to complete a business
                combination;




·
            pool
                of prospective target businesses;




·
            the
                ability of our officers and directors to generate a number of potential
                investment opportunities;




·
            potential
                change in control if we acquire one or more target businesses for
                stock;




·
            our
                public securities’ potential liquidity and
                trading;




·
            listing
                or delisting of our securities from the American Stock Exchange or the
                ability to have our securities listed on the American Stock Exchange
                following our initial business
                combination;




·
            use
                of proceeds not in trust or available to us from interest income
                on the
                trust account balance;




·
            the
                cost of the investment necessary to enable or to expand the capacity
                of an
                existing refinery to process heavy, sour crude oil;
                or




·
            financial
                performance following this
                offering.




The
      forward-looking statements contained in this prospectus are based on our current
      expectations and beliefs concerning future developments and their potential
      effects on us. There can be no assurance that future developments affecting
      us
      will be those that we have anticipated. These forward-looking statements involve
      a number of risks, uncertainties (some of which are beyond our control) or
      other
      assumptions that may cause actual results or performance to be materially
      different from those expressed or implied by these forward-looking statements.
      These risks and uncertainties include, but are not limited to, those factors
      described under the heading “Risk Factors.” Should one or more of these risks or
      uncertainties materialize, or should any of our assumptions prove incorrect,
      actual results may vary in material respects from those projected in these
      forward-looking statements. We undertake no obligation to update or revise
      any
      forward-looking statements, whether as a result of new information, future
      events or otherwise, except as may be required under applicable securities
      laws.  -33-
 **Table
            of Contents**


**USE
      OF PROCEEDS**




We
      estimate that the net proceeds of this offering, together with $5,850,000 of
      our
      founders’ investment in the founders’ securities that will be held in the trust
      account, will be used as set forth in the following table:




**Without
                Over-Allotment Option**
            
            **Over-Allotment
                Option Exercised**Offering
                gross proceeds
            
            $
            250,000,000
            
            $
            287,500,000Founders’
                initial investment
            
            
            2,500,000
            
            
            2,500,000Additional
                founders’ warrants
            
            
            3,350,000
            
            
            3,350,000Total
                gross proceeds
            
            $
            255,850,000
            
            $
            293,350,000**Offering
                expenses****(1)(2)**Underwriting
                discount (7.0% of offering gross proceeds)(3)
            
            $
            17,500,000
            
            $
            20,125,000Legal
                fees and expenses
            
            
            670,000
            
            
            670,000Printing
                and engraving expenses
            
            
            60,000
            
            
            60,000Miscellaneous
                expenses
            
            
            44,000
            
            
            44,000Accounting
                fees and expenses
            
            
            70,000
            
            
            70,000SEC
                registration fee
            
            
            31,000
            
            
            31,000NASD
                registration fee
            
            
            30,000
            
            
            30,000American
                Stock Exchange fees
            
            
            70,000
            
            
            70,000Total
                offering expenses
            
            $
            18,475,000
            
            $
            21,100,000Proceeds
                after offering expenses
            
            $
            237,375,000
            
            $
            272,250,000Net
                proceeds not held in trust account
            
            $
            500,000
            
            $
            500,000Net
                proceeds held in trust account
            
            $
            236,875,000
            
            $
            271,750,000Deferred
                underwriting discounts and commissions held in trust account(3)
            
            $
            7,500,000
            
            $
            8,625,000Total
                held in trust account(3)
            
            $
            244,375,000
            
            $
            280,375,000





**Amount**
            
            **Percent
                of net proceeds not in trust and interest income earned on the trust
                account****Use
                of net proceeds not held in trust and up to $3.25 million of the
                interest
                income earned on the trust account that may be released to us to
                cover our
                working capital requirements****(2)**Legal,
                accounting and other expenses, including****due
                diligence expenses and reimbursement of out-of-pocket expenses incurred
                in
                connection with the investigation, structuring and negotiation of
                our
                initial business combination
            
            $
            1,000,000
            
            
            27
            %Payment
                for office space, administrative and support services (approximately
                $7,500 per month for up to two years)
            
            $
            180,000
            
            
            5
            %Legal
                and accounting fees relating to SEC reporting obligations
            
            $
            100,000
            
            
            3
            %Working
                capital to cover miscellaneous expenses (potentially including deposits
                or
                down payments for a proposed initial business combination), director
                and
                officer liability insurance premiums and reserves
            
            $
            2,470,000
            
            
            66
            %Total
            
            $
            3,750,000
            
            
            100
            %





(1)
            A
                portion of the offering expenses have been paid from advances we
                received
                from Mr. Rodriguez and Mr. Hantke as described below. These advances
                will
                be repaid out of the proceeds of this offering not being placed in
                trust
                upon consummation of this offering.


-34-
 **Table
          of Contents**


(2)
            Some
                of these expenses are estimates only. Our actual expenditures for
                some or
                all of these items may differ from the estimates set forth herein.
                For
                example, we may incur greater legal and accounting expenses than
                our
                current estimates in connection with negotiating and structuring
                a
                business combination based upon the level of complexity of that business
                combination. We do not anticipate any change in our intended use
                of
                proceeds, other than fluctuations among the categories of allocated
                expenses, which fluctuations, to the extent they exceed current estimates
                for any specific category of expenses, would be deducted from our
                excess
                working capital.


(3)
            The
                amount of underwriting discount and the amount held in trust include
                $7.5
                million (or $8.625 million if the over-allotment option is exercised
                in
                full) that 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 period, the underwriters will forfeit any right to
                that
                amount, which will be included in the liquidation distribution to
                our
                public stockholders.




A
      total
      of approximately $244,375,000 (or approximately $280,375,000 if the
      underwriters’ over-allotment option is exercised in full), including
      $236,875,000 of the net proceeds from this offering, the sale of the initial
      founders’ securities (or $271,750,000 if the underwriters’ over-allotment option
      is exercised in full) and $7.5 million (or $8.625 million if the underwriters’
over-allotment option is exercised in full) of deferred underwriting discounts
      and commissions will be placed in a trust account at Morgan Stanley & Co.
      Inc., with American
      Stock Transfer & Trust Company as
      trustee. Except for a portion of the interest income to be released to us (as
      described in more detail below), 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 (excluding
      deferred underwriting discounts and commissions of $7.5 million (or $8.625
      million if the over-allotment option is exercised in full), which will be paid
      to the underwriters) that are not (i) paid to public stockholders exercising
      their conversion rights or (ii) previously released to us as described below
      to
      pay income taxes or as working capital, will be released to us upon the closing
      of our initial business combination, which must involve one or more target
      businesses with a fair market value of at least 80% of the balance in the trust
      account at the time of such business combination. If our initial business
      combination involves a transaction in which we acquire less than a 100% interest
      in the target business, the value of the interest that we acquire will be equal
      to at least 80% of the balance in the trust account (excluding deferred
      underwriting discounts and commissions of $7.5 million, or $8.625 million if
      the
      underwriters’ over-allotment option is exercised in full). The 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 $500,000 of the offering proceeds to fund a portion of our working
      capital, including to repay certain advances from our officers that went to
      cover expenses associated with this offering, as described below. 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 $3.25 million of interest
      (net of taxes payable) may be released to us in such amounts and at such
      intervals as we request, subject to availability and to the maximum cap of
      $3.25
      million. 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 3% 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 additional capital from third parties.
      In
      such event, we might seek loans or additional investments from our officers
      or
      directors or other third parties. However, our officers and directors are under
      no obligation to advance funds to us or to invest in us. If we do obtain loans
      from a third party, we would seek to have the lender enter into a valid and
      enforceable agreement waiving any right, title, interest or claim of any kind
      in
      or to any monies held in the trust account. However, there can be no assurance
      that any lender would execute such an agreement, and if we are unable to find
      a
      lender from whom we can obtain loans (or from whom we can obtain loans on
      reasonable terms) that is willing to execute a waiver agreement, we may obtain
      loans from a third party that has not executed a waiver agreement.  -35-
 **Table
            of Contents**


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 market
      research firms or third-party consultants. No compensation of any kind
      (including finder’s and consulting fees) will be paid to any of our 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
      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. Our audit committee will
      review and approve all payments made to our officers, directors or our or their
      affiliates, and any payments made to members of our audit committee will be
      reviewed and approved by our board of directors, with the interested director
      or
      directors abstaining from such review and approval.




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.




We
      believe that amounts not held in trust as well as the interest income of up
      to
      $3.25 million 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 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 $3.25 million 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 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 officers and directors
      to
      view such potential initial business combination unfavorably and result in
      a
      conflict of interest.




As
      of
      October 15, 2006, Mr. Rodriguez, our chief executive officer and a member of
      our
      board of directors, had advanced on our behalf a total of $44,351, and Mr.
      Hantke, our principal financial officer and a member of our board of directors,
      had advanced on our behalf a total of $5,183, which amounts together were used
      to pay a portion of the expenses of this offering referenced in the line items
      above including certain organizational expenses. These advances are non-interest
      bearing and unsecured and are due at the earlier of June 30, 2007, or the
      consummation of this offering. The advances will be repaid out of the proceeds
      of this offering not being placed in the trust account.




To
      the
      extent that our capital stock is used in whole or in part as consideration
      to
      effect our initial business combination, the proceeds held in the trust account
      as well as any other net proceeds not expended will be used to finance the
      operations of the combined business.




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 United States
      “government securities” (as such term is defined in the Investment Company Act)
      and one or more money market funds, selected by us, which invest principally
      in
      either short-term securities issued or guaranteed by the United States having
      a
      rating in the highest investment category granted thereby by a recognized credit
      rating agency at the time of acquisition or tax exempt municipal  -36-
 **Table
            of Contents**


bonds
      issued by governmental entities located within the United States, so that we
      are
      not deemed to be an investment company under the Investment Company
      Act.




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 with respect
      to
      such interest, and less interest income released to us from the trust account
      in
      the manner described above and, in the event of our liquidation for failure
      to
      consummate an initial business combination within the allotted time, interest
      of
      up to $75,000 that may be released to us should we have no or insufficient
      working capital to fund the costs and expenses of our dissolution and
      liquidation.




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, together with any accrued
      interest thereon, in the trust account, and (ii) that the trustee is authorized
      to distribute the deferred underwriting discounts and commissions, together
      with
      any accrued interest thereon, net of income taxes payable on such interest,
      on a
      pro rata basis to the public stockholders.


-37-
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            of Contents**




**DIVIDEND
      POLICY**




We
      have
      not paid any dividends on our common stock to date and will not pay cash
      dividends prior to the completion of our initial business combination. After
      we
      complete our initial business combination, the payment of dividends will depend
      on our revenues and earnings, if any, our capital requirements and our general
      financial condition. The payment of dividends after our initial business
      combination will be within the discretion of our board of directors at that
      time. Our board of directors currently intends to retain any earnings for use
      in
      our business operations and, accordingly, we do not anticipate that our board
      will declare any dividends in the foreseeable future.  -38-
 **Table
            of Contents**


**DILUTION**




The
      difference between the public offering price per share of common stock, assuming
      no value is attributed to the warrants included in the units, and the pro forma
      net tangible book value per share of our common stock after this offering
      constitutes the dilution to investors in this offering. Net tangible book value
      per share is determined by dividing our net tangible book value, which is our
      total tangible assets less total liabilities (including the value of common
      stock which may be converted into cash), by the number of outstanding shares
      of
      our common stock. The information below assumes the payment in full of the
      underwriters’ discounts and commissions, including amounts held in the trust
      account, and no exercise of the over-allotment option.




At
      October 15, 2006, our net tangible book value was $2,236,844, or approximately
      $0.36 per share of common stock. After giving effect to the sale of 25,000,000
      shares of common stock included in the units offered hereby (but excluding
      shares underlying the warrants included in the units) (including deferred
      underwriting discounts and commissions), after deduction of estimated expenses
      paid in advance of this offering, our pro forma net tangible book value (as
      decreased by the value of 4,999,999 shares of common stock which may be
      converted into cash) at October 15, 2006, would have been $195,711,854, or
      $7.46
      per share, representing an immediate increase in net tangible book value of
      $7.10 per share to the initial stockholders, and an immediate dilution of $2.54
      per share, or 25%, to new investors not exercising their conversion rights.
      For
      purposes of presentation, our pro forma net tangible book value after this
      offering is approximately $48,899,990 less than it otherwise would have been
      because if we effect our initial business combination, the conversion rights
      of
      the public stockholders may result in the conversion into cash of up to 20%
      of
      the aggregate number of the shares sold in this offering less one share at
      a
      per-share conversion price equal to the amount in the trust account as of two
      business days prior to the proposed consummation of our initial business
      combination, inclusive of any interest, net of any taxes due on such interest
      and net of up to $3.25 million in interest income on the trust account balance
      previously released to us to fund working capital requirements, divided by
      the
      number of shares sold in this offering.




The
      following table illustrates the dilution to the new investors on a per-share
      basis, assuming no value is attributed to the warrants included in the
      units:




Public
                offering price
            
            
            
            
            $
            10.00Net
                tangible book value before this offering
            
            $
            0.36Increase
                attributable to new investors
            
            $
            7.10Pro
                forma net tangible book value after this offering
            
            
            
            
            $
            7.46Dilution
                to new investors
            
            
            
            
            $
            2.54


The
      following table sets forth information with respect to our initial stockholders
      and the new investors, assuming the entire purchase price of the founders’
securities is attributed to the initial founders’ shares, and no value is
      attached to the initial founders’ warrants:




**Shares
                Purchased**
            
            **Total
                Consideration**
            
            **Average
                Price****Number**
            
            **Percentage**
            
            **Amount**
            
            **Percentage**
            
            **Per
                Share**Initial
                stockholders
            
            
            6,250,000
            
            
            20
            %
            $
            5,875,000
            
            
            2.30
            %
            $
            0.94New
                investors
            
            
            25,000,000
            
            
            80
            
            
            250,000,000
            
            
            97.70
            
            
            10.00Total
            
            
            31,250,000
            
            
            100
            %
            $
            255,875,000
            
            
            100
            %
            $
            8.19


-39-
 **Table
          of Contents**


The
      pro
      forma net tangible book value after the offering is calculated as
      follows:




Numerator:Net
                tangible book value before the offering
            
            $
            2,236,844Net
                proceeds from this offering
            
            
            242,375,000Offering
                costs paid in advance and excluded from tangible book value before
                this
                offering
            
            
            0Less:
                proceeds held in the trust account subject to conversion to cash
                (4,999,999 × $9.78)
            
            
            (48,899,990
            )$
            195,711,854Denominator:Shares
                of common stock outstanding prior to the offering
            
            
            6,250,000Shares
                of common stock included in the units offered in this
                offering
            
            
            25,000,000Less:
                shares subject to conversion ((31,250,000 × 20%) - one
                share)
            
            
            (4,999,999
            )26,250,001





-40-
 **Table
            of Contents**




**CAPITALIZATION**




The
      following table sets forth our capitalization at October 15, 2006, and as
      adjusted to give effect to the sale of our units and the application of the
      estimated net proceeds derived from their sale:




**October
                15, 2006****Actual**
            
            **As
                Adjusted**Current
                liabilities (1)
            
            $
            944,179
            
            $
            944,179Common
                stock, -0- and 4,999,999 shares which are subject to possible conversion
                at conversion value (2)
            
            $
            —
            
            $
            48,899,990Stockholders’
                equity:Preferred
                stock, $0.0001 par value, 1,000,000 shares authorized; none issued
                or
                outstanding
            
            $
            —
            
            $
            —Common
                stock, $0.001 par value, 200,000,000 shares authorized; 6,250,000
                shares
                issued and outstanding; 31,250,000 shares issued and outstanding
                (excluding 4,999,999 shares subject to possible conversion), as
                adjusted
            
            $
            7,813
            
            $
            26,250Warrants
            
            
            250,101
            
            
            3,600,101Paid-in
                capital
            
            
            2,267,086
            
            
            192,373,659Accumulated
                deficit
            
            
            (288,156
            )
            
            (288,156
            )Total
                stockholders’ equity
            
            $
            2,236,844
            
            $
            195,711,854Total
                capitalization
            
            $
            3,181,023
            
            $
            245,556,023





(1)
            Includes
                advances in the amount of $44,351 to our chief executive officer,
                Mr.
                Rodriguez, and $5,183 to our principal financial officer, Mr. Hantke,
                on
                the earlier of June 30, 2007, and the closing of this offering. These
                notes are unsecured and do not bear
                interest.


(2)
            If
                we consummate our initial business combination, the conversion rights
                afforded to our public stockholders may result in the conversion
                into cash
                of up to 20% of the aggregate number of shares sold in this offering
                at a
                per-share conversion price equal to the aggregate amount then on
                deposit
                in the trust account (initially approximately $9.78 per share), before
                payment of deferred underwriting discounts and commissions and including
                accrued interest, net of any income taxes due on such interest, which
                income taxes, if any, shall be paid from the trust account, and net
                of
                interest income previously released to us for working capital
                requirements, as of two business days prior to the proposed consummation
                of our initial business combination divided by the number of shares
                sold
                in this offering.





-41-
 **Table
            of Contents**




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS**


**OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




We
      are a
      blank check company organized under the laws of the State of Delaware on June
      2,
      2006. We were formed to acquire, through a merger, capital stock exchange,
      asset
      acquisition or other similar business combination one or more businesses or
      assets in the energy industry, with a particular focus on businesses or assets
      involved in the refining, distribution and marketing of petroleum products
      in
      North America. To date, our efforts have been limited to organizational
      activities. We do not have any specific initial business combination under
      consideration and neither we nor any representative acting on our behalf has
      had
      any contacts or discussions with any target business with respect to such a
      transaction. We intend to utilize cash derived from the proceeds of this
      offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination. The issuance of additional shares
      of
      our capital stock:




·
            may
                significantly reduce the equity interest of our
                stockholders;




·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and may also
                result
                in the resignation or removal of one or more of our current officers
                and
                directors; and




·
            may
                adversely affect prevailing market prices for our common
                stock.




Similarly,
      if we issue debt securities, it could result in:




·
            default
                and foreclosure on our assets if our operating revenues after a business
                combination were insufficient to pay our debt
                obligations;




·
            acceleration
                of our obligations to repay the indebtedness even if we have made
                all
                principal and interest payments when due if the debt security contained
                covenants that require the maintenance of certain financial ratios
                or
                reserves and any such covenant were breached without a waiver or
                renegotiation of that covenant;




·
            our
                immediate payment of all principal and accrued interest, if any,
                if the
                debt security were payable on demand;
                and




·
            our
                inability to obtain additional financing, if necessary, if the debt
                security contained covenants restricting our ability to do
                so.




**Results
      of Operations and Known Trends or Future Events**




We
      have
      neither engaged in any operations nor generated any revenues to date. Our only
      activities since inception have been organizational activities and those
      necessary to prepare for this offering. Following this offering, we will not
      generate any operating revenues until after completion of our initial business
      combination, at the earliest. We will generate non-operating income in the
      form
      of interest income on cash and cash equivalents after this offering. After
      this
      offering, we expect to incur increased expenses as a result of being a public
      company (for legal, financial reporting, accounting and auditing compliance),
      as
      well as for due diligence expenses. We expect our expenses to increase
      substantially after the closing of this offering.




**Liquidity
      and Capital Resources**




Our
      liquidity needs have been satisfied to date through the receipt of $2,525,000
      in
      stock and warrant subscriptions from our founders and advances from Mr.
      Rodriguez and Mr. Hantke as described more fully below.  -42-
 **Table
            of Contents**


We
      estimate that the net proceeds from (i) the sale of the units in this offering,
      after deducting offering expenses of approximately $975,000 and underwriting
      discounts and commissions of approximately $17.5 million, or $20.125 million
      if
      the underwriters’ over-allotment option is exercised in full and (ii) the sale
      of the additional founders’ warrants to our founders in a private placement to
      occur immediately prior to this offering for a purchase price of $3,350,000,
      together with $2,500,000 of our founders’ $2,525,000 investment in the founders’
securities that will be held in the trust account, will be approximately
      $237,375,000 (or $272,250,000 if the underwriters’ over-allotment option is
      exercised in full). Of this amount, $236,875,000 (or $271,750,000 if the
      underwriters’ over-allotment option is exercised in full) will be held in the
      trust account and the remaining $500,000, in either case, will not be held
      in
      the trust. An additional amount equal to 3.0% of the gross proceeds of this
      offering, or $7.5 million ($8.625 million, if the underwriters’ over-allotment
      option is exercised in full), will also be held in the trust account and be
      used
      to pay the underwriters a deferred fee upon the consummation of our initial
      business combination, and will not be available for our use to effect our
      initial business combination. We expect that most of the proceeds held in the
      trust account will be used as consideration to pay the sellers of a target
      business or businesses with which we ultimately complete our initial business
      combination. We expect to use substantially all of the net proceeds of this
      offering not in the trust account to acquire a target business, including
      identifying and evaluating prospective acquisition candidates, selecting the
      target business, and structuring, negotiating and consummating our initial
      business combination. To the extent that our capital stock is used in whole
      or
      in part as consideration to effect our initial business combination, the
      proceeds held in the trust account as well as any other net proceeds not
      expended will be used to finance the operations of the target
      business.




We
      believe that, upon consummation of this offering, the funds available to us
      outside of the trust account, together with interest income of up to $3.25
      million on the balance of the trust account which may be released to us for
      working capital requirements, will be sufficient to allow us to operate for
      at
      least the next 24 months, assuming that our initial business combination is
      not
      consummated during that time. Over this time period, we anticipate making the
      following expenditures:




·
            approximately
                $1,000,000 of expenses for legal, accounting and other expenses,
                including
                due diligence expenses and reimbursement of out-of-pocket expenses
                incurred in connection with the investigation, structuring and negotiation
                of our initial business
                combination;




·
            approximately
                $180,000 of expenses in fees relating to our office space and certain
                general and administrative
                services;




·
            approximately
                $100,000 of expenses in legal and accounting fees relating to our
                SEC
                reporting obligations; and




·
            approximately
                $2,470,000 for general working capital that will be used for miscellaneous
                expenses (potentially including deposits, down payments or funding
                of a
                “no-shop” provision with respect to a particular business combination for
                a proposed initial business combination), director and officer liability
                insurance premiums, finder’s fees, consulting fees or other similar
                compensation and reserves.




We
      do not
      believe we will need additional financing following this offering in order
      to
      meet the expenditures required for operating our business prior to our initial
      business combination. However, we are relying on interest earned of up to $3.25
      million on the trust account to fund such expenditures and, to the extent that
      the interest earned is below our expectation, we may have insufficient funds
      available to operate our business prior to our initial business combination.
      Moreover, we may need to obtain additional financing either to consummate our
      initial business combination or because we become obligated to convert into
      cash
      a significant number of shares of public stockholders voting against our initial
      business combination, in which case we may issue additional securities or incur
      debt in connection with such business combination. Following our initial
      business combination, if cash on hand is insufficient, we may need to obtain
      additional financing in order to meet our obligations.




In
      addition, pursuant to an agreement to be entered into concurrently with the
      issuance and sale of the securities in this offering, each holder of founders’
securities will be entitled to demand that we register the resale of the initial
      founders’ shares, the founders’ warrants and the shares of common stock issuable
      upon exercise of the initial founders’ warrants, as applicable. The registration
      rights are exercisable with respect to the initial founders’ shares at any time
      after the date on which those securities are no longer subject to transfer
      restrictions and with  -43-
 **Table
            of Contents**


respect
      to the founders’ warrants and the underlying shares of common stock after the
      warrants become exercisable by their terms.




**Controls
      and Procedures**




We
      are
      not currently required to maintain an effective system of internal controls
      as
      defined by Section 404 of the Sarbanes-Oxley Act of 2002. We will be required
      to
      comply with the internal control requirements of the Sarbanes-Oxley Act for
      the
      fiscal year ending December 31, 2008. As of the date of this prospectus, we
      have
      not completed an assessment, nor have our auditors tested our systems, of
      internal control. We expect to assess the internal controls of our target
      business or businesses prior to the completion of our initial business
      combination and, if necessary, to implement and test additional controls as
      we
      may determine are necessary in order to state that we maintain an effective
      system of internal controls. A target business may not be in compliance with
      the
      provisions of the Sarbanes-Oxley Act regarding the adequacy of internal
      controls. Many small and mid-sized target businesses we may consider for a
      business combination may have internal controls that need improvement in areas
      such as:




·
            staffing
                for financial, accounting and external reporting areas, including
                segregation of duties;




·
            reconciliation
                of accounts;




·
            proper
                recording of expenses and liabilities in the period to which they
                relate;




·
            evidence
                of internal review and approval of accounting
                transactions;




·
            documentation
                of processes, assumptions and conclusions underlying significant
                estimates; and




·
            documentation
                of accounting policies and
                procedures.




Because
      it will take time, management involvement and perhaps outside resources to
      determine what internal control improvements are necessary for us to meet
      regulatory requirements and market expectations for our operation of a target
      business, we may incur significant expense in meeting our public reporting
      responsibilities, particularly in the areas of designing, enhancing, or
      remediating internal and disclosure controls. Doing so effectively may also
      take
      longer than we expect, thus increasing our exposure to financial fraud or
      erroneous financing reporting.




Once
      our
      management’s report on internal controls is complete, we will retain our
      independent auditors to audit and render an opinion on such report when required
      by Section 404. The independent auditors may identify additional issues
      concerning a target business’s internal controls while performing their audit of
      internal control over financial reporting.




**Quantitative
      and Qualitative Disclosures about Market Risk**




The
      net
      proceeds of this offering, including amounts in the trust account, will be
      invested in U.S. government treasury bills with a maturity of 180 days or less
      or in money market funds meeting certain conditions under Rule 2a-7 under the
      Investment Company Act. Due to the short-term nature of these investments,
      we
      believe there will be no associated material exposure to interest rate
      risk.




**Related
      Party Transactions**




As
      of
      October 15, 2006, Mr. Rodriguez, our chief executive officer and member of
      our
      board of directors, had advanced on our behalf a total of $44,351, and Mr.
      Hantke, our principal financial officer and a member of our board of directors,
      had advanced on our behalf a total of $5,183 for the payment of offering-related
      and organizational expenses. These advances are non-interest bearing and
      unsecured and are due at the earlier of June 30, 2007, or the consummation
      of
      this offering. The advances will be repaid out of the proceeds of this offering
      not being placed in the trust account. See also “Certain Transactions” for
      information on these advances.  -44-
 **Table
            of Contents**


**Off-Balance
      Sheet Arrangements; Commitments and Contractual Obligations; Quarterly
      Results**




As
      of
      October 15, 2006, we did not have any off-balance sheet arrangements as defined
      in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or
      contractual obligations. No unaudited quarterly operating data is included
      in
      this prospectus as we have conducted no operations to date.


-45-
 **Table
            of Contents**




**PROPOSED
      BUSINESS**




**Introduction**




We
      are a
      blank check company organized under the laws of the State of Delaware on June
      2,
      2006. We were formed to acquire, through a merger, capital stock exchange,
      asset
      acquisition or other similar business combination, which we refer to as our
      “initial business combination,” one or more businesses or assets in the energy
      industry, with a particular focus on businesses or assets involved in the
      refining, distribution and marketing of petroleum products in North America.
      To
      date, our efforts have been limited to organizational activities. We do not
      have
      any specific initial business combination under consideration, nor have we
      had
      any discussions with any target business regarding a possible business
      combination.




As
      the
      global economy has shown steady growth, worldwide crude oil demand has
      increased, and OPEC and other producers have tended incrementally to produce
      heavier and more sour crude oils, which are typically priced at a discount
      to
      benchmark prices for crude oil. In addition, sustained global economic growth
      has also resulted in increased demand for refined petroleum products,
      particularly transportation fuels.




The
      North
      American refining industry is currently characterized by a shortage of domestic
      capacity and high utilization rates. Increased refined product demand and
      limited refining capacity has caused an increase in “crack spreads,” or the
      differential between the price of light, sweet crude oil and the prices of
      refined petroleum products. In addition, due to the increasing worldwide
      supplies of lower priced heavy, sour crude oils and increasing demand for light,
      sweet crude oils, the pricing differential between light and heavy crude oil,
      which we refer to as the “light/heavy differential” and between sweet and sour
      crude oil, which we refer to as the “sweet/sour differential,” have been
      widening. We believe this trend will continue to provide a cost advantage to
      refineries with configurations that are able to process heavy, sour crude oils.
      Such refineries, which are also referred to as “complex refineries,” are capable
      of producing the same light refined product mix as light crude oil refineries
      due to the additional processing equipment that they possess.




Our
      business plan is based on capturing the cost advantage of heavy, sour crude
      oil
      relative to light, sweet crude oil as a raw material to manufacture refined
      products. The processing equipment necessary to handle heavy, sour crude oils
      requires a substantial capital investment. However, we believe that in certain
      cases, that additional investment in existing refineries is economically
      justified by the incremental returns that can be captured from the light/heavy
      and sweet/sour differentials. In those cases, the higher capital cost of the
      processing equipment may be more than offset by the financial benefit derived
      from the difference between the price at which a refinery can purchase raw
      materials and the price at which it can sell its products.




Our
      business plan was developed based on the experience of our chief executive
      officer, Mr. Rodriguez, as an energy sector investment banker, and in particular
      his work with clients in the petroleum refining and marketing industries. He
      observed that as the light/heavy and sweet/sour differentials widened over
      the
      last five years, investments in additional conversion capacity, which due to
      scale economies were typically limited to larger refineries, were becoming
      economically viable for increasingly smaller-scale refineries. Mr. Rodriguez
      initially approached Mrs. Hendricks and Mr. Hantke to assess their interest
      in
      evaluating and potentially capitalizing on this opportunity. As a result of
      additional review, they concluded that a business strategy centered on this
      opportunity was viable, and together they recruited the remainder of our
      management team and directors and created our initial stockholder, NTR Partners
      LLC, and us.




The
      cost
      of the investment necessary to enable an existing refinery to process heavy,
      sour crude oil (or to expand its capacity to do so) will vary depending on
      various factors, including the refinery’s size, current configuration, available
      infrastructure such as incremental storage and pipeline capacity, geographic
      location, the technology being used, construction costs and availability of
      qualified construction personnel. Based in part on publicly disclosed estimated
      capital costs of upgrade projects recently announced by two independent refining
      and marketing companies and in part on the report described below, together
      with
      management’s industry experience, we believe that the cost of upgrading a small
      refinery to enable it to process heavy, sour crude oil may range between
      approximately $100 million and approximately $300 million, although the cost
      to
      upgrade any particular refinery may be outside of this range depending on
      various factors, including those described above, and there can be no assurance
      that the cost of any upgrade we may undertake would actually fall within this
      range. In evaluating  -46-
 **Table
            of Contents**


existing
      refineries as potential acquisition targets, we will need to consider both
      the
      cost of the acquisition itself and the economic viability (based on estimated
      costs and returns) of investments in upgraded or additional processing capacity.
      In the event that we pursue the acquisition of a refinery, we would give
      priority to refineries located in geographic areas with access to heavy, sour
      crude oils. In addition, we will seek to acquire assets that would enhance
      our
      access to heavy, sour crude oil and our ability to market refined products.
      North America will be our primary geographic focus, but we may also seek to
      acquire refineries or interests in other assets in any other markets in which
      we
      believe we could be competitive.




While
      the
      acquisition and upgrading of one or more existing refineries is one possible
      way
      to capitalize on the light/heavy and sweet/sour differentials, several
      independent engineering companies, petroleum research organizations and oil
      companies have developed or are in the process of developing alternative
      technologies to remove sulfur from sour crude oil or to upgrade heavy crude
      oil
      into light crude oil other than through traditional petroleum refining
      processes. We believe that some of these technologies may have the potential
      to
      compete effectively with traditional refining processes. Since our focus is
      to
      capitalize on the light/heavy and sweet/sour differentials, we may also evaluate
      as potential target businesses, companies pursuing business plans based on
      applying these alternative technologies.




**Overview
      of Refining Industry**




*General*




Refining
      is the process of separating the wide spectrum of hydrocarbons present in crude
      oil for the purpose of converting them into refined products, including
      transportation fuels such as gasoline and diesel fuel. Refining is primarily
      a
      margin-based business, meaning that both the raw materials used by a refinery
      (primarily crude oil), which are referred to as feedstocks, and the refined
      products produced by that refinery are commodities, and the profitability of
      the
      refinery is determined by whether its cost of processing the feedstocks into
      refined products is less than the difference between the price at which it
      can
      purchase feedstocks and the price at which it can sell the resulting refined
      products. Refiners generate profits by selling refined products at prices higher
      than the costs of acquiring crude oil and other raw materials and converting
      them into refined products. Refiners have traditionally favored light, sweet
      crude oils because they are easier to process and require less complex refining
      processes relative to heavy, sour crude oils. The preference for light, sweet
      crude oils is also driven by the increasingly stringent emissions quality
      standards for transportation fuels.




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.




**Trends
      in Quality of Crude Oil Processed in U.S. Refineries**







Source:
      Energy Information Administration


-47-
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          of Contents**





The
      EIA
      reports a steady increase in the amount of heavy and sour crude oils processed
      in U.S. refineries. Crude oil is characterized as light, medium or heavy,
      according to its relative density as measured by API gravity, a specific gravity
      scale developed by the American Petroleum Institute. A light crude oil has
      a
      higher API gravity than a heavy crude. Crude oil is also characterized as sweet
      or sour based on its sulfur content, with sweet crude oil having relatively
      less
      sulfur than sour crude. 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%. At the same time, the Clean Air
      Act
      of 1990 and subsequent environmental regulations have mandated reductions in
      the
      sulfur content of gasoline and diesel, and the removal of particulates and
      other
      pollutants from transportation fuels. These requirements are more easily
      achieved through the processing of light, sweet crude oils resulting in
      increased demand for these types of crude.




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.




*Crude
      Oil Demand and Supply Dynamics*




EIA
      statistics show that U.S. crude oil imports totaled 3,670 million barrels in
      2005. OPEC countries supplied 1,738 million barrels and non-OPEC countries
      supplied 1,932 million barrels. Canada and Mexico were the largest suppliers
      of
      crude oil to the U.S. Imported Canadian crude oil totaled 599.7 million barrels
      in 2005, which represents an 82.5% increase since 1993 when Canadian imports
      totaled 328.5 million barrels. Imported Mexican crude oil totaled 565.9 million
      barrels in 2005 compared to 315.0 million barrels in 1993, a 79.7% increase
      over
      this period.




According
      to the Canadian Association of Petroleum Producers, or CAPP, 52% of the Canadian
      oil production in 2005 consisted of heavy crude, while in excess of 80% of
      Canadian crude oil reserves consist of heavy crude and bitumen. In addition,
      CAPP’s 2006 production forecast concludes that crude oil production is projected
      to increase from 2.5 million barrels per day (“b/d”) in 2005 to 4.6 million b/d
      in 2015. Furthermore, CAPP highlights that while the increase in Canadian
      overall production is important, another significant factor is the changing
      mix
      of the types of Canadian crude oil available, which includes traditional
      conventional heavy crude oil, heavy crude from oil sands and synthetic crude
      oil. CAPP further highlights that it is critically important for pipelines
      and
      refineries to be able to transport and process both the added volumes of crude
      oil and the changing mix. Oil sands production, which now exceeds one million
      b/d, is forecast to reach 3.5 million b/d by 2015 and 4.0 million b/d by 2020,
      accounting for more than 80% of Canadian production.




Similarly,
      in terms of oil production from Mexico, a greater percentage of incremental
      production from the region has been shifting towards heavier, higher-sulfur
      grades like Maya. Maya production has grown 10% annually over the past four
      years, while production of light, relatively sweeter varieties like Olmeca
      and
      Isthmus have dropped by 8% annually.




*Light/Heavy
      Differential*




In
      our
      view, the light/heavy differential represents a raw material cost advantage
      for
      a refinery capable of processing heavy crude oil relative to one that processes
      light crude oil. For example, the price differential between  -48-
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            of Contents**


West
      Texas Intermediate, or WTI, the light, sweet benchmark crude oil, and Maya,
      a
      heavy, sour Mexican crude oil that is available to U.S. refineries, averaged
      $13.48 in the first three quarters of 2006 compared to $7.88 per barrel in
      2000.




Similarly,
      the price differential between WTI and Lloydminster Blend, a conventional
      Canadian heavy crude oil benchmark, has widened from an average of $6.56 per
      barrel in 2000 to an average of $20.51 per barrel in the first three quarters
      of
      2006. This price differential provides an economic advantage to refineries
      capable of processing less expensive crude oil.







Source:
      Bloomberg




*Sweet/Sour
      Differential*




The
      average sulfur content of the global crude supply has been increasing as the
      sulfur content of incremental production from OPEC countries such as Saudi
      Arabia, Iraq and Venezuela as well as non-OPEC countries such as the U.S.,
      Mexico and Canada has been rising. U.S. production of conventional light, sweet
      crude (WTI) has been falling and new production has consisted of sour grades
      like Mars, Ursa and Holstein. Similarly, as noted above, Mexican Maya production
      has grown 10% annually over the past four years, while production of light,
      relatively sweeter varieties like Olmeca and Isthmus have dropped by 8%
      annually. As a consequence of these trends, the pricing differential between
      sweet (WTI) and sour (WTS) crude oils has widened over the past four
      years.  -49-
 **Table
            of Contents**







Source:
      Bloomberg





*Refined
      Products Demand and Supply Dynamics*




We
      expect
      that refined products that meet new and evolving fuel specifications will
      account for an increasing share of total transportation fuel demand, which
      will
      benefit refiners who are able to efficiently produce these fuels. As part of
      the
      Clean Air Act, major metropolitan areas in the U.S. with air pollution problems
      mandated the sale and use of reformulated gasoline meeting certain environmental
      standards in their jurisdictions. The requirement for reformulated gasoline
      in
      several U.S. markets has typically enabled refineries capable of producing
      such
      refined products to achieve higher margins.




Due
      to a
      lack of adequate domestic refining capacity to meet domestic demand for refined
      products, the U.S. is a net refined product importer. Imports, largely from
      northwest Europe and Asia, accounted for almost 14% of total U.S. consumption
      in
      2005. The level of imports generally increases during periods when refined
      product prices in the U.S. are materially higher than in Europe and Asia. Based
      on the strong fundamentals for the global refining industry, capital investments
      for refinery expansions and new refineries in international markets have
      increased over the last two years. However, we believe that the competitive
      threat faced by domestic refiners is limited by stringent U.S. fuel
      specifications and increasing foreign demand for refined products, particularly
      transportation fuels.




We
      believe that the long-term demand for light refined products, increasing demand
      by refiners for light, sweet crude, increasingly stringent federal, state and
      local fuel specifications, and an increasing production of heavy, sour crude
      oils support attractive investment opportunities in energy assets and
      particularly petroleum refineries.




**Competitive
      Strengths**




***Extensive
      track record in the energy industry.*** We
      intend to leverage the extensive contacts and relationships of our officers
      and
      directors who together have nearly 120 years of experience in the energy
      business to source, evaluate and manage investment opportunities. Our officers
      and directors are experienced professionals with strong reputations in the
      energy industry, particularly in the refining and marketing sector, and have
      many long-term relationships with senior executives and decision-makers in
      the
      industry, which we believe will provide us with an important capability to
      source and structure potential business combinations.  -50-
 **Table
            of Contents**


***Industry
      knowledge and operational experience.*** Our
      officers and directors have extensive operational experience in the refining
      and
      marketing sectors and other energy-related businesses. We believe that our
      management team has the requisite industry knowledge and operational experience
      to identify attractive acquisition opportunities and implement any upgrades
      and
      modifications to refineries that we may acquire to enhance their operating
      efficiency and their ability to process heavy, sour crude oils.




·
            Our
                non-executive Chairman, Duane Gilliam, has more than 38 years of
                experience in the petroleum industry, including as chairman of the
                National Petrochemical & Refiners Association from 2002 to 2004.




·
            Our
                President and Chief Operating Officer, Henry M. Kuchta, was president
                and
                chief operating officer of Premcor Inc., and has 24 years of experience
                in
                the domestic and international oil industry, including 12 years of
                management and operational experience at Premcor Inc. and Tosco
                Corporation.




·
            Our
                Vice Chairman and Principal Financial Officer, William Hantke, has
                more
                than 15 years of oil-refining industry experience as a senior executive
                for Tosco Corporation and Premcor Inc., two growth-oriented refining
                and
                marketing companies. During his tenure with these organizations,
                Mr.
                Hantke participated in the acquisition of ten oil refineries and
                related
                energy assets.




***Financing
      and transaction execution expertise*** **.** We
      believe we have the requisite relationships and expertise to arrange financing
      for any potential initial business combination as well as any subsequent
      upgrades and modifications to the acquired assets. Members of our management
      team and our board of directors have arranged and executed a large number of
      financings for companies in the energy industry. Our directors and officers
      have
      significant experience in analyzing, structuring and executing mergers and
      acquisitions.




·
            Our
                Chief Executive Officer, Mario Rodriguez, has 12 years of experience
                as an
                energy investment banker working with and executing transactions
                for
                integrated oil companies, large capitalization exploration and production
                companies, and refining and marketing companies.




·
            Director
                Maureen A. Hendricks is a retired investment banker with 30 years
                of
                energy industry experience, including as head of the global energy
                and
                power group at Salomon Smith Barney from 1997 through
                2001.




·
            As
                industry executives and finance professionals, our directors and
                officers
                have been involved in energy mergers and acquisitions, many of which
                may
                be similar in nature to those which we would contemplate under our
                initial
                business combination. As a team, our management and directors have
                been
                involved in the purchase or sale of energy assets or businesses on
                multiple occasions. We expect this considerable depth of mergers
                and
                acquisitions execution experience will assist us in evaluating and
                properly structuring potential business
                combinations.




**Environmental
      and other Regulation**




Government
      regulation significantly affects the energy industry, including international
      conventions, national, state and local laws and regulations in force in the
      countries in which we may operate. Because these laws and regulations are
      frequently changed and may impose increasingly stricter requirements, we cannot
      predict the ultimate cost of complying with these requirements, or the impact
      of
      these requirements on our proposed business.




We
      will
      be subject to numerous national and local environmental laws and regulations
      relating to our operations and activities. The costs of complying with these
      requirements and any adverse operational impact of compliance could be material
      to us, and any failure to comply could result in criminal fines or penalties.
      Current and proposed fuel and product specifications under a number of
      environmental laws could have a significant effect on our profitability.  -51-
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            of Contents**


Environmental
      laws and regulations could also require us to remediate or otherwise redress
      the
      effects on the environment of the disposal or release of chemicals, petroleum
      or
      hazardous or toxic substances at our properties (whether or not caused by our
      operations) or relating to our operations or businesses. The extent and cost
      of
      future environmental restoration, remediation and abatement programs are
      inherently difficult to estimate. They depend on the magnitude of any possible
      contamination, the timing and extent of the corrective actions required and
      our
      share of liability relative to that of other solvent responsible parties. Our
      operations could also be the subject of environmental and common law claims
      for
      personal injury and property damage caused by the release of chemicals,
      hazardous materials or petroleum substances.




The
      U.S.
      Clean Air Act and its regulations require, among other things, new fuel
      specifications and sulfur reductions; enhanced monitoring of major sources
      of
      specified pollutants; stringent air emission limits and new operating permits
      for chemical plants, refineries, marine and distribution terminals; and risk
      management plans for storage of hazardous substances. In addition, the U.S.
      Clean Water Act is designed to protect and enhance the quality of U.S. surface
      waters by regulating the discharge of wastewater and other discharges from
      both
      onshore and offshore operations. Facilities are required to obtain permits
      for
      most surface water discharges, install control equipment and implement
      operational controls and preventative measures, including spill prevention
      and
      control plans.




The
      Petroleum Marketing Practices Act, or PMPA, is a federal law that governs the
      relationship between a refiner and a distributor pursuant to which the refiner
      permits a distributor to use a trademark in connection with the sale or
      distribution of motor fuel. The PMPA provides that a refiner may not terminate
      or fail to renew its distributor contracts unless certain enumerated
      preconditions or grounds for termination or nonrenewal are met and it also
      complies with prescribed notice requirements. The PMPA provides that
      distributors may enforce the provisions of the act through civil actions against
      the refiner. For example, if we acquire a refinery and terminate or fail to
      renew one or more of our distributor contracts in the absence of the specific
      grounds permitted by the PMPA, or fail to comply with the prescribed notice
      requirements in effecting a termination or nonrenewal, those distributors may
      file lawsuits against us to compel continuation of their contracts or to recover
      damages from us.




Under
      the
      U.S. Comprehensive Environmental Response, Compensation, and Liability Act,
      also
      known as CERCLA or Superfund, waste generators, site owners, facility operators
      and certain other parties are strictly liable for part or all of the cost of
      addressing sites contaminated by spills or waste disposal regardless of fault
      or
      the amount of waste sent to a site. Additionally, each state has laws similar
      to
      federal laws described above.




The
      U.S.
      Resource Conservation and Recovery Act, or RCRA, regulates the storage,
      handling, treatment, transportation and disposal of hazardous and non-hazardous
      wastes. It also requires the investigation and remediation of certain locations
      at a facility where such wastes have been handled, released or disposed of.
      The
      assets we acquire may generate and handle a number of wastes regulated by RCRA
      and may be subject to investigation and corrective action.




Other
      significant environmental and health and safety legislation includes the Toxic
      Substances Control Act, which regulates the development, testing, import, export
      and introduction of new chemical products into commerce; the Occupational Safety
      and Health Act, which imposes workplace safety and health, training and process
      standards to reduce the risks of chemical exposure and injury to employees;
      and
      the Emergency Planning and Community Right-to-Know Act, which requires emergency
      planning and spill notification as well as public disclosure of chemical usage
      and emissions. In addition, the U.S. Department of Transportation, through
      agencies such as the Office of Pipeline Safety and the Office of Hazardous
      Materials Safety, regulates in a comprehensive manner the transportation of
      products such as gasoline and chemicals to protect the health and safety of
      the
      public.




**Effecting
      a Business Combination**




*General*




We
      are
      not presently engaged in, and we will not engage in, any operations for an
      indefinite period of time following this offering. We intend to utilize the
      cash
      proceeds of the sale of the founders’ securities and this offering, our capital
      stock, debt or a combination of these as the consideration to be paid in an
      initial business combination. While substantially all of the net proceeds of
      this offering are allocated to completing an initial  -52-
 **Table
            of Contents**


business
      combination, the proceeds are not otherwise designated for more specific
      purposes. Accordingly, you will not be provided an opportunity to evaluate
      the
      specific merits or risks of one or more target businesses at the time of your
      investment. If we engage in an initial business combination with a target
      business using our capital stock or debt financing to fund the combination,
      proceeds from this offering will then be used to undertake additional
      acquisitions or to fund the operations of the target business on a
      post-combination basis. We 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. These uncertainties include time delays, compliance and
      governance issues, significant expense, a possible loss of voting control,
      and
      the risk that market conditions will not be favorable for an initial public
      offering at the time the offering is ready to be commenced. We may seek to
      effect a business combination with more than one target business, although
      our
      limited resources may serve as a practical limitation on our ability to do
      so.




*We
      have not identified a target business*




Prior
      to
      the founding of our company, our initial stockholder, NTR Partners LLC,
      commissioned and obtained from a consulting firm a report in order to validate
      one of the premises of our business plan - that the capital cost of upgrading
      an
      existing refinery to process heavy, sour crude oils could, in an appropriate
      case, be economically justified by the resulting ability to take advantage
      of
      the light/heavy and the sweet/sour differentials. That report screened a large
      selection of U.S. refineries and identified a number of refineries that would
      be
      suitable for processing heavy, sour crude oils but are either not currently
      equipped to do so or might have potential to increase capacity to do so. The
      report supported our view that opportunities exist in the U.S. refining industry
      to process increased production of heavy, sour crude oils economically. However,
      the report did not address whether any existing refineries are available for
      acquisition or the potential cost of any such acquisition, and so did not assess
      the overall economic feasibility of our acquisition-based business plan or
      provide the information necessary to identify and evaluate particular refineries
      as potential acquisition targets. We do not have any specific business
      combination under consideration or contemplation and neither we nor any related
      party, have, directly or indirectly, nor has anyone on our or any such party’s
      behalf, contacted any potential target business or had any substantive
      discussions, formal or otherwise, with respect to such a transaction.
      Additionally, we have not engaged or retained any agent or other representative
      to identify or locate any suitable acquisition candidate, to conduct any
      research or take any measures, directly or indirectly, to locate or contact
      a
      target business.




Subject
      to the requirement that a target business or businesses (or the interest we
      acquire therein) have a fair market value of at least 80% of the balance in
      the
      trust account (excluding deferred underwriting discounts and commissions of
      $7.5
      million, or $8.625 million if the over-allotment option is exercised in full)
      at
      the time of our initial business combination, we have virtually unrestricted
      flexibility in identifying and selecting one or more prospective target
      businesses. Accordingly, there is no current basis for investors in this
      offering to evaluate the possible merits or risks of the target business with
      which we may ultimately complete our initial business combination. Although
      our
      management will assess the risks inherent in a particular target business with
      which we may combine, we cannot assure you that this assessment will result
      in
      our identifying all risks that a target business may encounter. Furthermore,
      some of those risks may be outside of our control, meaning that we can do
      nothing to control or reduce the chances that those risks will adversely impact
      a target business.




*Sources
      of target businesses*




We
      expect
      that our principal means of identifying potential target businesses will be
      through the extensive contacts and relationships of our officers and directors
      within the energy industry. While our officers are not required to commit to
      our
      business on a full-time basis and our directors have no commitment to spend
      any
      time in identifying or performing due diligence on potential target businesses,
      our officers and directors believe that the relationships they have developed
      over their careers may generate a number of potential investment opportunities
      that will warrant further investigation. Various unaffiliated parties, such
      as
      investment banking firms, venture capital funds, private equity funds, leveraged
      buyout funds, management buyout funds and similar sources, may also bring
      potential target businesses to our attention. As described above under “We have
      not identified a target business,” our initial stockholder commissioned and
      obtained a report that screened a large selection of U.S. refineries. Because
      of
      the broad universe of refineries covered by the report, it is likely that we
      will contact the management and owners of some of those refineries. However,
      because the scope of that report did not include an  -53-
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            of Contents**


assessment
      of the availability or valuation of any refinery, we do not know at this time
      whether any of those refineries would be available for acquisition or on what
      terms.




We
      do not
      plan to retain an investment bank or other agent to identify potential
      acquisition opportunities for us. However, we may pay fees or compensation
      to
      third parties for their efforts in introducing us to potential target businesses
      that we have not previously identified. Such payments are typically, although
      not always, calculated as a percentage of the dollar value of the transaction.
      We have not anticipated use of a particular percentage fee, but instead will
      seek to negotiate the lowest reasonable percentage fee consistent with the
      attractiveness of the opportunity and the alternatives, if any, that are then
      available to us. Payment of finder’s fees is customarily tied to completion of a
      transaction. Although it is possible that we may pay finder’s fees in the case
      of an uncompleted transaction, we consider this possibility to be extremely
      remote. In no event will we pay any of our officers or directors or any entity
      with which they or we are affiliated any finder’s fee or other compensation for
      services rendered to us prior to or in connection with the consummation of
      an
      initial business combination. In addition, none of our officers or directors
      or
      any entity with which they are affiliated will receive any finder’s fee,
      consulting fees or any similar fees from any person or entity in connection
      with
      any initial business combination involving us other than any compensation or
      fees that may be received for any services provided following such initial
      business combination.




*Selection
      of a target business and structuring of a business combination*




Subject
      to the requirement that our initial business combination must be with a target
      business with a fair market value that is at least 80% of the balance in the
      trust account (excluding deferred underwriting discounts and commissions of
      $7.5
      million, or $8.625 million if the over-allotment option is exercised in full)
      at
      the time of such initial business combination, our management will have
      virtually unrestricted flexibility in identifying and selecting a prospective
      target business. If our initial business combination involves a transaction
      in
      which we acquire less than a 100% interest in the target business, the value
      of
      the interest that we acquire will be equal to at least 80% of the balance in
      the
      trust account (excluding deferred underwriting discounts and commissions of
      $7.5
      million, or $8.625 million if the underwriters’ over-allotment option is
      exercised in full).




In
      evaluating a prospective target business, our management will primarily consider
      a variety of criteria and guidelines, including the following:




·
            condition
                of target assets and assessment of any capital requirements, necessary
                infrastructure and facility
                improvements;




·
            ability
                to access heavy, sour crude oil
                supplies;




·
            local
                supply/demand dynamics for crude oil, other feedstocks and refined
                products in the region in which the target business is
                located;




·
            financial
                condition and results of
                operations;




·
            assessment
                of potential environmental
                liabilities;




·
            nature
                and terms of any pre-existing supply or distribution
                agreements;




·
            access
                to distribution and logistics
                infrastructure;




·
            market
                growth potential;




·
            experience
                and skill of management and availability of additional
                personnel;




·
            impact
                of regulation on the business and local permit requirements for any
                necessary upgrades or expansion projects;
                and  -54-
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            of Contents**




·
            costs
                associated with effecting the proposed initial business
                combination.




As
      part
      of our evaluation criteria, we will assess the current financial condition
      of a
      refinery or other target and the potential impact that incremental investments
      in processing capacity may have on its future financial condition. Our key
      focus
      will be on what incremental financial benefit can be derived from investing
      in
      additional processing capacity, regardless of the target’s current financial
      condition. If a target refinery is financially healthy but shows limited
      expected returns from incremental investments in processing capacity, then
      such
      a refinery may be less attractive to us than one that is in weaker financial
      condition but demonstrates larger potential returns from incremental investments
      in additional processing capacity.




These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular initial business combination will be based, to the extent
      relevant, on the above factors as well as other considerations deemed relevant
      by our management to our business objective. In evaluating a prospective target
      business, we expect to conduct an extensive due diligence review which will
      encompass, among other things, meetings with incumbent management and employees,
      document reviews, interviews of customers and suppliers, inspection of
      facilities, as well as review of financial and other information which will
      be
      made available to us.




The
      time
      required to select and evaluate a target business and to structure and complete
      the initial business combination, and the costs associated with this process,
      are not currently ascertainable with any degree of certainty. 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 market research firms or third-party
      consultants ,
      who may
      assist us with performing due diligence and valuations of the target company.
      Any costs incurred with respect to the identification and evaluation of a
      prospective target business with which a potential or initial business
      combination is not ultimately completed will result in our incurring losses
      and
      will reduce the funds we can use to complete an initial business combination.
      We
      will not pay any finders’ or consulting fees to our officers or directors, or
      any of their respective affiliates, for services rendered to or in connection
      with an initial business combination.




*Fair
      market value of target business or businesses and determination of offering
      amount*




The
      initial target business or businesses with which we combine must have a
      collective fair market value equal to at least 80% of the balance in the trust
      account (excluding deferred underwriting discounts and commissions of $7.5
      million, or $8.625 million if the over-allotment option is exercised in full)
      at
      the time of such initial business combination. We may seek to consummate our
      initial business combination with a target business or businesses with a
      collective fair market value in excess of 80% of the balance in the trust
      account. However, we would likely need to obtain additional financing to
      consummate such an initial business combination, and there is no assurance
      we
      would be able to obtain such financing.




In
      determining the size of this offering, our management concluded (based on their
      preliminary assessment of the potential universe of acquisition candidates
      and
      their collective experience) that an offering of this size would provide us
      with
      sufficient equity capital to execute our business plan. We believe that this
      amount of equity capital, plus the possibility of using both cash and stock
      to
      make an acquisition, will give us substantial flexibility in selecting an
      acquisition target and structuring our initial business
      combination.




In
      contrast to many other blank check companies that must combine with one or
      more
      target businesses that have a fair market value equal to 80% or more of the
      acquiring company’s net assets, we will not combine with a target business or
      businesses unless the fair market value of such entity or entities meets a
      minimum valuation threshold of 80% of the amount in the trust account (excluding
      deferred underwriting discounts and commissions of $7.5 million, or $8.625
      million if the over-allotment option is exercised in full). We have used this
      criterion to provide investors and our officers and directors with greater
      certainty as to the fair market value that a target business or businesses
      must
      have in order to qualify for our initial business combination. The determination
      of net assets requires an acquiring company to have deducted all liabilities
      from total assets to arrive at the balance of net assets. Given the ongoing
      nature of legal, accounting, stockholder meeting and other expenses that will
      be
      incurred immediately before and at the time of an initial business combination,
      the balance of an acquiring company’s total liabilities may be difficult to
      ascertain at a particular point in time with a high degree of certainty.
      Accordingly, we have determined to use the valuation threshold of 80% of the
      amount in the trust account (excluding deferred underwriting discounts and
      commissions of $7.5 million or $8.625 million if the over-allotment option
      is
      exercised  -55-
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            of Contents**


in
      full)
      for the fair market value of the target business or businesses with which we
      combine so that our officers and directors will have greater certainty when
      selecting, and our investors will have greater certainty when voting to approve
      or disapprove, a proposed initial business combination with a target business
      or
      businesses that such target business or businesses will meet the minimum
      valuation criterion for our initial business combination. If our initial
      business combination involves a transaction in which we acquire less than a
      100%
      interest in the target business, the value of the interest that we acquire
      will
      be equal to at least 80% of the balance in the trust account (excluding deferred
      underwriting discounts and commissions of $7.5 million, or $8.625 million if
      the
      underwriters’ over-allotment option is exercised in full). If our initial
      business combination involves a transaction in which we exchange out shares
      for
      shares in another company, we will determine whether the 80% threshold has
      been
      met on the basis of the market price of the target company’s shares, if those
      shares are publicly traded, or on the basis of our board of directors’
determination of the fair market value of the target company shares we receive,
      based on their valuation of the target company as described below.




Our
      board
      of directors will perform its own valuations and analyses in seeking to
      determine whether the target has a fair market value of at least 80% of the
      balance in the trust account (excluding deferred underwriting discounts and
      commissions of $7.5 million or $8.625 million if the over-allotment option
      is
      exercised in full) at the time of the proposed business combination. Our board
      of directors will base its determination upon standards generally accepted
      by
      the financial community, such as actual and potential gross margins, the values
      of comparable businesses, earnings and cash flow, and book value. The board
      of
      directors will make its assessment based on all relevant information available
      at the time, which may differ on a case-by-case basis depending on the specific
      nature of the target and the structure of the transaction, including the
      projected performance of the target based on its potential under our business
      plan (as determined based upon standards generally accepted by the financial
      community, as well as the criteria discussed under “Selection of a target
      business and structuring of a business combination” above). Accordingly, we
      cannot predict at this time the precise information that the board of directors
      will provide to stockholders regarding the valuation of a particular target,
      other than whether it meets the 80% threshold criterion. If our board is not
      able to determine independently that the target business has a sufficient fair
      market value to meet the threshold criterion, we will obtain an opinion in
      that
      regard from an unaffiliated, independent investment banking firm which is a
      member of the National Association of Securities Dealers, Inc. We expect that
      any such opinion would be included in our proxy soliciting materials furnished
      to our stockholders in connection with the stockholder vote on our initial
      business combination, and that such independent investment banking firm will
      be
      a consenting expert. We will not be required to obtain an opinion from an
      investment banking firm as to the fair market value of the business if our
      board
      of directors independently determines that the target business or businesses
      has
      sufficient fair market value to meet the threshold criterion. In addition,
      if
      our board of directors has informed stockholders that it believes that a target
      business meets the 80% threshold criterion, the board will not be otherwise
      required to provide stockholders with valuations and analyses or quantify the
      value of any target. However, if our board of directors makes a specific
      determination of the estimated value of a target, we will disclose that
      estimated value to our stockholders when we seek approval of our initial
      business combination. Our board will also provide any other material information
      in our possession regarding the proposed transaction, including any revised
      estimate of the cost to upgrade any refinery we acquire, if applicable. If
      our
      board is unable to make a determination as to the value of the target other
      than
      that it meets the 80% threshold, stockholders will have to rely solely upon
      that
      statement for a quantification of the value of the target business. However,
      we
      believe our board of directors would be unlikely to propose an initial business
      combination to our stockholders if the board is not able to obtain and
      adequately process enough information about the target business to provide
      stockholders with an estimated value of the that business. Further, in the
      event
      that we issue shares in order to acquire a target and such issuance causes
      the
      investors in this offering collectively to become minority stockholders, we
      will
      not be required to obtain an opinion or independently opine on whether the
      transaction is fair to our stockholders. However, we expect our board of
      directors will propose an initial business combination to our stockholders
      only
      if the transaction has been recommended by the board as fair to and in the
      stockholders’ best interests, and informed the stockholders of such
      recommendation.




*Lack
      of business diversification*




While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must involve one or more target businesses whose
      collective fair market value meets the criteria discussed above at the time
      of
      such initial business combination. Consequently, we expect to complete only
      a
      single initial business combination, although this may entail a simultaneous
      combination with several operating businesses.  -56-
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            of Contents**


At
      the
      time of our initial business combination, we may not be able to acquire more
      than one target business because of various factors, including complex
      accounting or financial reporting issues. For example, we may need to present
      pro forma financial statements reflecting the operations of several target
      businesses as if they had been combined historically.




A
      simultaneous combination with several target businesses also presents logistical
      issues, such as the need to coordinate the timing of negotiations, proxy
      statement disclosure and closings. In addition, if conditions to closings with
      respect to one or more of the target businesses are not satisfied, the fair
      market value of the businesses could fall below the required fair market value
      threshold described above.




Accordingly,
      while it is possible that our initial business combination may involve more
      than
      one target business, we are more likely to choose a single target business
      if
      all other factors appear equal. This means that for an indefinite period of
      time, the prospects for our success may depend entirely on the future
      performance of a single target business. Unlike other entities that have the
      resources to complete business combinations with multiple entities in one or
      several industries, it is probable that we will not have the resources to
      diversify our operations and mitigate the risks of being in a single line of
      business. By consummating our initial business combination with only a single
      entity, our lack of diversification may subject us to negative economic,
      competitive and regulatory developments, in the particular industry in which
      we
      operate after our initial business combination.




If
      we
      complete our initial business combination structured as a merger in which the
      consideration is our stock, we could have a significant amount of cash available
      to make subsequent add-on acquisitions.




*Limited
      ability to evaluate the target business’s management*




We
      will
      independently evaluate the quality and experience of the existing management
      of
      a target business and will make an assessment as to whether or not they should
      be replaced on a case-by-case basis. As an example, a refinery in weak financial
      condition may be experiencing difficulties because of its capitalization and
      not
      because of its operations, in which case operating management may not need
      to be
      replaced.




Although
      we intend to closely scrutinize the management of a prospective target business
      when evaluating the desirability of effecting an initial business combination
      with that business, we cannot assure you that our assessment of the target
      business’s management will prove to be correct. In addition, we cannot assure
      you that management of the target business will have the necessary skills,
      qualifications or abilities to manage a public company. Furthermore, the future
      role of our officers and directors, if any, in the target business cannot
      presently be stated with any certainty. While it is possible that one or more
      of
      our officers and directors will remain associated in some capacity with us
      following our initial business combination, a final determination of their
      continued involvement with the business upon completion of an initial business
      combination will be made jointly with our board of directors and based on the
      facts and circumstances at the time. The goal of our board of directors will
      be
      to ensure that they select the best management team to pursue our business
      strategy. If they determine that the incumbent management of an acquired
      business should be replaced and that one or more of our officers and directors
      is the best available replacement, it is possible that some of our officers
      or
      directors will devote some or all of their efforts to our affairs subsequent
      to
      our initial business combination.




Following
      our initial business combination, we may seek to recruit additional managers
      to
      supplement the incumbent management of the target business. We cannot assure
      you
      that we will have the ability to recruit additional managers, or that additional
      managers will have the requisite skills, knowledge or experience necessary
      to
      enhance the incumbent management.




*Opportunity
      for stockholder approval of business combination*




Prior
      to
      the completion of our initial business combination, we will submit the
      transaction to our stockholders for approval, even if the nature of the
      transaction is such as would not ordinarily require stockholder approval under
      applicable state law. At the same time, we will submit to our stockholders
      for
      approval a proposal to amend our amended and restated certificate of
      incorporation to permit our continued corporate existence if the initial
      business combination is approved and consummated. The quorum required to
      constitute this meeting, as for all  -57-
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            of Contents**


meetings
      of our stockholders in accordance with our bylaws, is a majority of our issued
      and outstanding common stock (whether or not held by public stockholders).
      We
      will consummate our initial business combination only if the required number
      of
      shares is voted in favor of both the initial business combination and the
      amendment to extend our corporate life. If a majority of the shares of common
      stock voted by the public stockholders are not voted in favor of a proposed
      initial business combination, we may continue to seek other target businesses
      with which to effect our initial business combination that meet the criteria
      set
      forth in this prospectus until the expiration of 24 months from consummation
      of
      this offering. In connection with seeking stockholder approval of our initial
      business combination, we will furnish our stockholders with proxy solicitation
      materials prepared in accordance with the Exchange Act, which, among other
      matters, will include a description of the operations of the target business
      and
      audited historical financial statements of the target business based on United
      States generally accepted accounting principles. The failure by public
      stockholders to vote their common shares in favor of or against the business
      combination, or a “non-vote” of such shares, will have no effect on the outcome
      of the vote on the transaction, unless such failure to vote results in the
      lack
      of a quorum, which would prevent the vote from being taken until a proper quorum
      could be constituted in accordance with our bylaws.




In
      connection with the stockholder vote required to approve our initial business
      combination, our founders have agreed to vote the initial founders’ shares in
      accordance with a majority of the shares of common stock voted by the public
      stockholders. Each of the holders of the founders’ securities and each of our
      officers and directors has also agreed that if it, he or she acquires shares
      of
      common stock in or following this offering, such acquirer will vote all such
      acquired shares in favor of our initial business combination. As a result,
      neither the holders of the founders’ securities nor any of our officers or
      directors will be able to exercise the conversion rights with respect to any
      of
      our shares that it, he or she may acquire prior to, in or after this offering.
      We will proceed with our initial business combination only if a quorum is
      present at the stockholders’ meeting and, as required by our certificate of
      incorporation, a majority of the shares of common stock voted by the public
      stockholders in person or by proxy are voted in favor of our initial business
      combination and stockholders owning less than 20% of the shares sold in this
      offering exercise their conversion rights. Under the terms of the Company’s
      certificate of incorporation, this provision may not be amended without the
      unanimous consent of the Company’s stockholders prior to consummation of an
      initial business consummation. Even though the validity of unanimous consent
      provisions under Delaware law has not been settled, the Company believes it
      has
      an obligation to structure and consummate a business combination in which public stockholders  holding less than 20% of the total shares outstanding may exercise
      their conversion rights and the business combination will still go forward.
      Neither we nor our board of directors will propose any amendment to this 20%
      threshold, or support, endorse or recommend any proposal that stockholders
      amend
      this threshold. Provided that a quorum is in attendance at the meeting, in
      person or by proxy, a failure by public stockholders to vote their common shares
      in favor of or against the initial business combination, or a “non-vote” of such
      shares, will have no effect on the outcome of the vote on the transaction.
      In
      accordance with our bylaws, we will give our stockholders between 10 and 60
      days’ notice of a stockholders’ meeting, or at least 20 days’ notice if the
      initial business combination transaction is structured as a merger, in
      accordance with Delaware law. Voting against our initial business combination
      alone will not result in conversion of a stockholder’s shares into a pro rata
      share of the trust account. In order to convert its shares, a stockholder must
      have also exercised the conversion rights described below.




*Conversion
      rights*




At
      the
      time we seek stockholder approval of our initial business combination, we will
      offer our public stockholders the right to have their shares of common stock
      converted to cash if they vote against the business combination and the business
      combination is approved and completed. The actual per-share conversion price
      will be equal to the aggregate amount then on deposit in the trust account
      (before payment of deferred underwriting discounts and commissions and including
      accrued interest, net of any income taxes payable on such interest, which shall
      be paid from the trust account, and net of interest income of up to $3.25
      million previously released to us to fund our working capital requirements),
      calculated as of two business days prior to the consummation of the proposed
      initial business combination, divided by the number of shares sold in this
      offering. The initial per-share conversion price would be approximately $9.78,
      or $0.22 less than the per-unit offering price of $10.00. A public stockholder
      may request conversion at any time after the mailing to our stockholders of
      the
      proxy statement and prior to the vote taken with respect to a proposed initial
      business combination at a meeting held for that purpose, but the request will
      not be granted unless the stockholder votes against our initial business
      combination and our initial business combination is approved and completed.
      If
      stockholders vote against our initial business combination but  -58-
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do
      not
      properly exercise their conversion rights, such stockholders will not be able
      to
      convert their shares of common stock into cash at the conversion price. Any
      request for conversion, once made, may be withdrawn at any time up to the date
      of the meeting. We anticipate that stockholders who validly elect conversion
      will receive the funds to which they are entitled promptly after completion
      of
      our initial business combination. Public stockholders who obtained their stock
      in the form of units and who subsequently convert their stock into their pro
      rata share of the trust account will still have the right to exercise the
      warrants that they received as part of the units. We will not complete our
      proposed initial business combination if public stockholders owning 20% or
      more
      of the shares sold in this offering exercise their conversion
      rights.




The
      initial conversion price will be approximately $9.78 per share. As this amount
      is lower than the $10.00 per unit offering price and it may be less than the
      market price of a share of our common stock on the date of conversion, there
      may
      be a disincentive to public stockholders to exercise their conversion
      rights.




If
      the
      initial business combination is not approved or completed for any reason, then
      public stockholders voting against our initial business combination who
      exercised their conversion rights would not be entitled to convert their shares
      of common stock into a pro rata share of the aggregate amount then on deposit
      in
      the trust account. Those public stockholders would be entitled to receive their
      pro rata share of the aggregate amount on deposit in the trust account only
      in
      the event that the initial business combination they voted against was duly
      approved and subsequently completed, or in connection with our dissolution
      and
      liquidation.




*Dissolution
      and liquidation if no business combination*




Our
      amended and restated certificate of incorporation provides that we will continue
      in existence only until _____________, 2008 **[twenty-four
      months from the date of this prospectus]** .
      If we
      consummate our initial business combination prior to that date, we will amend
      this provision to permit our continued existence. If we have not completed
      our
      initial business combination by that date, our corporate existence will cease
      except for the purposes of winding up our affairs and liquidating pursuant
      to
      Section 278 of the Delaware General Corporation Law. Because of this provision
      in our amended and restated certificate of incorporation, no resolution by
      our
      board of directors and no vote by our stockholders to approve our dissolution
      would be required for us to dissolve and liquidate. Instead, we will notify
      the
      Delaware Secretary of State in writing on the termination date that our
      corporate existence is ceasing, and include with such notice payment of any
      franchise taxes then due to or assessable by the state.




If
      we are
      unable to complete a business combination by ____________, 2008 **[twenty-four
      months from the date of this prospectus]** ,
      we will
      automatically dissolve and as promptly as practicable thereafter adopt a plan
      of
      dissolution and distribution in accordance with Section 281(b) of the Delaware
      General Corporation Law. Section 281(b) will require us to pay or make
      reasonable provision for all then-existing claims and obligations, and to make
      such provision as will be reasonably likely to be sufficient to provide
      compensation for any then-pending claims and for claims that have not been
      made
      known to us or that have not arisen but that, based on facts known to us at
      the
      time, are likely to arise or to become known to us within 10 years after the
      date of dissolution. Under Section 281(b), the plan of distribution must provide
      for all of such claims to be paid in full or make provision for payments to
      be
      made in full, as applicable, if there are sufficient assets. If there are
      insufficient assets, the plan must provide that such claims and obligations
      be
      paid or provided for according to their priority and, among claims of equal
      priority, ratably to the extent of legally available assets. Any remaining
      assets will be available for distribution to our stockholders.




We
      expect
      that all costs and expenses associated with implementing our plan of dissolution
      and liquidation, as well as payments to any creditors, will be funded from
      amounts remaining out of the $3.25 million in interest income on the balance
      of
      the trust account that may be released to us to fund our working capital
      requirements. However, if those funds are not sufficient to cover the costs
      and
      expenses associated with implementing our plan of dissolution and liquidation,
      to the extent that there is any interest accrued in the trust account not
      required to pay income taxes on interest income earned on the trust account
      balance, we may request that the trustee release to us an additional amount
      of
      up to $75,000 of such accrued interest to pay those costs and expenses. Should
      there be no such interest available or should those funds still not be
      sufficient, Mr. Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr.
      Rodriguez will agree in a letter agreement to be executed in connection with
      this offering to  -59-
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            of Contents**


reimburse
      us for our out-of-pocket costs associated with our dissolution and liquidation,
      excluding any special, indirect or consequential costs, such as litigation,
      pertaining to the dissolution and liquidation.




Upon
      its
      receipt of notice from counsel that we have been dissolved, the trustee will
      commence liquidating the investments constituting the trust account and
      distribute the proceeds to our public stockholders. Each of our founders has
      waived its right to participate in any liquidation distribution with respect
      to
      any initial founders’ shares such founder holds. Additionally, if we do not
      complete an initial business combination and the trustee must distribute the
      balance of the trust account, the underwriters have agreed to forfeit any rights
      or claims to their deferred underwriting discounts and commissions then in
      the
      trust account, and those funds will be included in the pro rata liquidation
      distribution to the public stockholders. There will be no distribution from
      the
      trust account with respect to any of our warrants, which will expire worthless
      if we are liquidated.




If
      we are
      unable to conclude an initial business combination and expend all of the net
      proceeds of this offering and the initial founders’ investment other than the
      proceeds deposited in the trust account, and without taking into account any
      interest earned on the trust account, the initial per-share liquidation price
      will be approximately $9.78, or $0.22 less than the per-unit offering price
      of
      $10.00.




The
      proceeds deposited in the trust account could, however, become subject to claims
      of our creditors that are in preference to the claims of our stockholders,
      and
      we therefore cannot assure you that the actual per-share liquidation price
      will
      not be less than $9.78. Although prior to completion of our initial business
      combination, we will seek to have all third parties (including any vendors
      or
      other entities we engage after this offering) and any prospective target
      businesses enter into valid and enforceable agreements with us waiving any
      right, title, interest or claim of any kind in or to any monies held in the
      trust account, there is no guarantee that they will execute such agreements.
      We
      have not engaged any such third parties or asked for or obtained any such waiver
      agreements at this time. It is also possible that such waiver agreements would
      be held unenforceable, and there is no guarantee that the third parties would
      not otherwise challenge the agreements and later bring claims against the trust
      account for monies owed them. In the case of such a challenge, we will be
      responsible for the cost associated with defending the validity of the
      challenged waiver agreement. If a target business or other third party were
      to
      refuse to enter into such a waiver, we would enter into discussions with such
      target business or engage such other third party only if our management
      determined that we could not obtain, on a reasonable basis, substantially
      similar services or opportunities from another entity willing to enter into
      such
      a waiver. In addition, there is no guarantee that such entities will agree
      to
      waive any claims they may have in the future as a result of, or arising out
      of,
      any negotiations, contracts or agreements with us and will not seek recourse
      against the trust account for any reason.




Mr.
      Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr. Rodriguez have agreed
      that they will be personally liable on a joint and several basis to the Company
      if and to the extent claims by third parties reduce the amounts in the trust
      account available for payment to our stockholders in the event of a liquidation
      and the claims are made by a vendor for services rendered, or products sold,
      to
      us, or by a prospective target business. A “vendor” refers to a third party that
      enters into an agreement with us to provide goods or services to us. However,
      the agreements entered into by each of Mr. Gilliam, Mr. Hantke, Mrs. Hendricks,
      Mr. Ortale or Mr. Rodriguez specifically provide for two exceptions to the
      personal indemnity each has given: none will have any personal liability
      (1) as to any claimed amounts owed to a third party who executed a waiver,
      or (2) as to any claims under our indemnity of the underwriters of this
      offering against certain liabilities, including liabilities under the Securities
      Act. These individuals’ personal liability does not extend to claims of third
      parties who executed a waiver because we believe that acceptance by a company’s
      officers and directors of personal liability for claims against that company
      is
      an extraordinary measure and that it would be unfair to these officers and
      directors if they remained personally liable despite having taken such steps
      as
      are available to them, such as obtaining waivers, to prevent such claims from
      arising against that company. Based on the information in the director and
      officer questionnaires provided to us in connection with this offering as well
      as representations as to their accredited investor status (as such term is
      defined in Regulation D under the Securities Act), we currently believe that
      each of Mr. Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale and Mr. Rodriguez
      is
      of substantial means and capable of funding his or her indemnity obligations,
      even though we have not asked any of them to reserve for such an eventuality.
      We
      cannot assure you, however, that they would be able to satisfy those
      obligations. If these individuals were to refuse to honor their obligations
      to
      indemnify us, our directors’ fiduciary duty under Delaware law to protect the
      Company’s interests and to act in the best interests of its stockholders would
      require them to take action, which may include bringing a claim against these
      individuals to enforce the indemnity.  -60-
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            of Contents**


Under
      Delaware law, creditors of a corporation have a superior right to stockholders
      in the distribution of assets upon dissolution. Consequently, if the trust
      account is dissolved and paid out to our public stockholders prior to
      satisfaction of the claims of all of our creditors, it is possible that our
      stockholders may be held liable for third parties’ claims against us to the
      extent of the distributions received by them.




If
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us that is not dismissed, the proceeds held in the trust account could
      be subject to applicable bankruptcy law, and may be included in our bankruptcy
      estate and subject to the claims of third parties with priority over the claims
      of our stockholders. To the extent any bankruptcy claims deplete the trust
      account, we cannot assure you that we will be able to return at least $9.78
      per
      share to our public stockholders.




A
      public
      stockholder will be entitled to receive funds from the trust account only in
      the
      event of our liquidation or if the stockholder converts its shares into cash
      after voting against an initial business combination that is actually completed
      by us and exercising its conversion rights. In no other circumstances will
      a
      stockholder have any right or interest of any kind to or in the trust account.
      Prior to our completing an initial business combination or liquidating, we
      are
      permitted to have released from the trust account only (i) interest income
      to
      pay income taxes on interest income earned on the trust account balance and
      (ii)
      interest income earned of up to $3.25 million to fund our working capital
      requirements.




*Certificate
      of Incorporation*




Our
      certificate of incorporation sets forth certain provisions designed to provide
      certain rights and protections to our stockholders prior to the consummation
      of
      a business combination, including that:




·
            upon
                the consummation of this offering, $244,375,000, or $280,375,000
                if the
                underwriters’ over-allotment option is exercised in full comprising (i)
                $236,875,000 of the net proceeds of this offering, including $7.5
                million
                of deferred underwriting discounts and commissions (or $271,750,000
                if the
                underwriters’ over-allotment option is exercised in full, including $8.625
                million of deferred underwriting discounts and commissions) and (ii)
                $5,850,000 of proceeds from the sale of the founders’ securities, shall be
                placed into the trust account;




·
            prior
                to the consummation of our initial business combination, we shall
                submit
                the initial business combination to our stockholders for
                approval;




·
            we
                may consummate our initial business combination if approved by a
                majority
                of the shares of common stock voted by our public stockholders at
                a duly
                held stockholders meeting, and public stockholders owning less than
                20% of
                the shares sold in this offering validly exercise their conversion
                rights;




·
            if
                a proposed initial business combination is approved and consummated,
                public stockholders who exercised their conversion rights and voted
                against the initial business combination may convert their shares
                into
                cash at the conversion price;




·
            if
                our initial business combination is not consummated within 24 months
                of
                the date of this prospectus, then our existence will terminate and
                we will
                distribute all amounts in the trust account on a pro rata basis to
                all of
                our public stockholders;




·
            we
                may not consummate any other business combination, merger, capital
                stock
                exchange, asset acquisition, stock purchase, reorganization or similar
                transaction prior to our initial business combination;




·
            we
                may not consummate our initial business combination with a person
                or
                entity affiliated with any of our officers or directors or any of
                their
                respective affiliates nor with any of the underwriters or selling
                group
                members or their respective
                affiliates;  -61-
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            of Contents**




·
            prior
                to our initial business combination, we may not issue stock
                that
                participates in any manner in the proceeds of the trust account,
                or that
                votes as a class with the common stock issued in this offering on a business
                combination;




·
            our
                audit committee shall monitor compliance on a quarterly basis with
                the
                terms of this offering and, if any noncompliance is identified, the
                audit
                committee is charged with the immediate responsibility to take all
                action
                necessary to rectify such noncompliance or otherwise cause compliance
                with
                the terms of this offering; and




·
            the
                audit committee shall review and approve all payments made to our
                officers, directors and our and their affiliates, and any payments
                made to
                members of our audit committee will be reviewed and approved by our
                board
                of directors, with any interested director abstaining from such review
                and
                approval.




Our
      amended and restated certificate of incorporation requires that prior to the
      consummation of an initial business combination we obtain unanimous consent
      of
      the holders of all of the outstanding shares of our common stock to amend any
      of
      the foregoing provisions. However, the validity of unanimous consent provisions
      under Delaware law has not been settled. A court could conclude that the
      unanimous consent requirement constitutes a practical prohibition on amendment
      in violation of the stockholders’ statutory rights to amend the corporate
      charter. In that case, these provisions could be amended without unanimous
      consent, and any such amendment could reduce or eliminate the protection
      afforded to our stockholders. However, we view the foregoing provisions as
      obligations to our stockholders and believe that investors will make an
      investment in our company relying, at least in part, on the enforceability
      of
      the rights and obligations set forth in these provisions including, without
      limitation, the expectation that these provisions cannot be amended without
      the
      unanimous consent of our stockholders, and neither we nor our board of directors
      will propose any amendment to these provisions, or support, endorse or recommend
      any proposal that stockholders amend any of these provisions at any time prior
      to the consummation of our initial business combination.




**Comparison
      of This Offering to Those of Blank Check Companies Subject to Rule
      419**




The
      following table compares the terms of this offering to the terms of an offering
      by a blank check company subject to the provisions of Rule 419. This comparison
      assumes that the gross proceeds, underwriting discounts and underwriting
      expenses of our offering would be identical to those of an offering undertaken
      by a company subject to Rule 419, and that the underwriters will not exercise
      their over-allotment option. None of the provisions of Rule 419 apply to our
      offering.




**Terms
                of Our Offering**
            
            **Terms
                Under a Rule 419 Offering****Escrow
                of offering proceeds**
            
            $244,375,000
                of the proceeds of this offering and the founders’ initial investment,
                including $7.5 million in deferred underwriting discounts and commissions,
                will be deposited into a trust account at Morgan Stanley & Co. Inc.,
                maintained by American Stock Transfer & Trust Company.
            
            $207,765,000
                of the offering proceeds would be required to be deposited into either
                an
                escrow account with an insured depositary institution or in a separate
                bank account established by a broker-dealer in which the broker-dealer
                acts as trustee for persons having the beneficial interests in the
                account.**Investment
                of net proceeds**
            
            The
                $244,375,000 in trust will be invested only in treasury bills issued
                by
                the United States government having a maturity of 180 days or less
                or in
                money market funds meeting certain conditions under Rule 2a-7
                promulgated under the Investment Company Act.
            
            Proceeds
                could be invested only in specified securities such as a money market
                fund
                meeting conditions of the Investment Company Act or in securities
                that are
                direct obligations of, or obligations guaranteed as to principal
                or
                interest by, the United States.




-62-
 **Table
          of Contents**






**Receipt
                of interest on escrowed funds**
            
            Interest
                on proceeds from the trust account to be paid to stockholders is
                reduced
                by (i) any taxes paid or due on the interest generated and, only
                after
                such taxes have been paid or funds sufficient to pay such taxes have
                been
                set aside, (ii) up to $3.25 million that can be used for working
                capital
                purposes, and (iii) in the event of our liquidation for failure to
                consummate an initial business combination within the allotted time,
                interest of up to $75,000 that may be released to us should we have
                no or
                insufficient working capital to fund the costs and expenses of our
                dissolution and liquidation.
            
            Interest
                on funds in escrow account would be held for the sole benefit of
                investors, unless and only after the funds held in escrow were released
                to
                us in connection with our consummation of our initial business
                combination.**Limitation
                on fair value or net assets of target business**
            
            The
                target business that we acquire in our initial business combination
                must
                have a fair market value equal to at least 80% of the balance in
                the trust
                account (excluding deferred underwriting discounts of $7.5 million)
                at the
                time of the acquisition.
            
            We
                would be restricted from acquiring a target business unless the fair
                value
                of such business or net assets to be acquired represents at least
                80% of
                the maximum offering proceeds.**Trading
                of securities issued**
            
            The
                units may commence trading on or promptly after the date of this
                prospectus. The common stock and warrants comprising the units will
                begin
                to trade separately five business days following the earlier to occur
                of
                the expiration of the underwriters’ over-allotment option or its exercise
                in full, subject to our having filed the current report on Form 8-K
                described below and having issued a press release announcing when
                such
                separate trading will begin. In no event will separate trading of
                the
                common stock and warrants occur until we have filed with the SEC
                a current
                report on Form 8-K, which includes an audited balance sheet reflecting
                our
                receipt of the gross proceeds of this offering, including any proceeds
                we
                receive from the exercise of the over-allotment option, if such option
                is
                exercised prior to the filing of the Form 8-K. For more information,
                please see “Description of Securities—Units.”
            
            No
                trading of the units or the underlying common stock and warrants
                would be
                permitted until the completion of a business combination. During
                this
                period, the securities would be held in the escrow or trust
                account.




-63-
 **Table
          of Contents**




**Exercise
                of the warrants**
            
            The
                warrants cannot be exercised until the later of the completion of
                our
                initial business combination or 13 months from the closing of this
                offering and, accordingly, will be exercised only after the trust
                account
                has been terminated and distributed.
            
            The
                warrants could be exercised prior to the completion of a business
                combination, but securities received and cash paid in connection
                with the
                exercise would be deposited in the escrow or trust
                account.**Election
                to remain an investor**
            
            We
                will give our stockholders the opportunity to vote on the initial
                business
                combination. The failure by public stockholders to vote their common
                shares in favor of or against the business combination, or a “non-vote” of
                such shares, will have no effect on the outcome of the vote on the
                transaction, unless such failure to vote results in the lack of a
                quorum,
                which would prevent the vote from being taken until a proper quorum
                could
                be constituted in accordance with our bylaws. In connection with
                seeking
                stockholder approval, we will send each stockholder a proxy statement
                containing information required by the SEC. A stockholder following
                the
                procedures described in this prospectus is given the right to convert
                his
                or her shares for his or her pro rata share of the trust account
                before
                payment of deferred underwriting commissions and discounts and including
                accrued interest, net of income taxes payable on such interest and
                net of
                up to $3.25 million previously released to us to fund our working
                capital
                requirements. However, a stockholder who does not follow these procedures
                or a stockholder who does not take any action would not be entitled
                to the
                return of any funds.
            
            A
                prospectus containing information required by the SEC would be filed
                as
                part of a post-effective amendment to the original registration statement
                filed in connection with the offering and would be sent to each investor.
                Each investor would be given the opportunity to notify the company,
                in
                writing, within a period of no less than 20 business days and no
                more than
                45 business days from the effective date of the post-effective amendment,
                to decide whether he or she elects to remain a stockholder of the
                company
                or require the return of his or her investment. If the company has
                not
                received the notification by the end of the 45th business day, funds
                and
                interest or dividends, if any, held in the trust or escrow account
                would
                automatically be returned to the stockholder. Unless a sufficient
                number
                of investors elect to remain investors, all of the deposited funds
                in the
                escrow account must be returned to all investors and none of the
                securities will be issued.**Business
                combination deadline**
            
            If
                we are unable to complete a business combination by , 2008**[twenty-four
                months from the date of this prospectus]**,
                we will automatically dissolve and as promptly as practicable thereafter
                the trustee will commence liquidating the investments constituting
                the
                trust account and distribute the proceeds to our public stockholders,
                including any interest earned on the trust account not used to cover
                liquidation expenses, net of income taxes payable on such interest
                and
                after distribution to us of interest income on the trust account
                balance
                as described in this prospectus.
            
            If
                an acquisition has not been consummated within 18 months after the
                effective date of the company’s initial registration statement, funds held
                in the trust or escrow account would be returned to
                investors.




-64-
 **Table
          of Contents**




**Release
                of funds**
            
            Except
                with respect to (i) interest income to pay taxes on interest income
                earned
                on the trust account balance and (ii) interest income earned of up
                to
                $3.25 million on the balance in the trust account to be released
                to us to
                fund working capital requirements, proceeds held in the trust account
                will
                not be released until the earlier of the completion of our initial
                business combination or our liquidation upon our failure to effect
                our
                initial business combination within the allotted time.
            
            The
                proceeds held in the escrow account would not be released until the
                earlier of the completion of a business combination or the failure
                to
                effect a business combination within the allotted time.


**Competition**




In
      identifying, evaluating and selecting a target business for our initial business
      combination, we may encounter intense competition from other entities having
      a
      business objective similar to ours, including other blank check companies,
      private equity groups and leveraged buyout funds, as well as operating
      businesses in the energy industry seeking acquisitions. Many of these entities
      are well established and have extensive experience identifying and effecting
      business combinations directly or through affiliates. Moreover, many of these
      competitors possess greater financial, technical, human and other resources
      than
      us. While we believe there are numerous potential target businesses with which
      we could combine, our ability to acquire larger target businesses will be
      limited by our available financial resources. This inherent limitation gives
      others an advantage in pursuing the acquisition of a target business.
      Furthermore:




·
            our
                obligation to seek stockholder approval of our initial business
                combination or obtain necessary financial information may delay the
                completion of a transaction;




·
            our
                obligation to convert into cash shares of common stock held by our
                public
                stockholders who vote against the initial business combination and
                exercise their conversion rights may reduce the resources available
                to us
                for an initial business
                combination;




·
            our
                outstanding warrants and the future dilution they potentially represent
                may not be viewed favorably by certain target businesses;
                and




·
            the
                requirement to acquire an operating business that has a fair market
                value
                equal to at least 80% of the balance of the trust account at the
                time of
                the acquisition (excluding deferred underwriting discounts and commissions
                of $7.5 million (or $8.625 million if the over-allotment option is
                exercised in full)) could require us to acquire the assets of several
                operating businesses at the same time, all of which sales would be
                contingent on the closings of the other sales, which could make it
                more
                difficult to consummate the business
                combination.  -65-
 **Table
            of Contents**




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination.




**Facilities**




Our
      executive offices are currently located at 100 Mill Plain Road, Suite 320,
      Danbury, Connecticut, 06811. We consider our current office space adequate
      for
      our current operations.




**Employees**




We
      currently have three officers. These individuals are not obligated to devote
      any
      specific number of hours to our business and intend to devote only as much
      time
      as they deem necessary to our business. We do not expect to have any full-time
      employees prior to the consummation of a business combination.




**Periodic
      Reporting and Financial Information**




We
      have
      registered our securities under the Exchange Act and after this offering will
      have public reporting obligations, including the filing of annual and quarterly
      reports with the SEC. In accordance with the requirements of the Exchange Act,
      our annual report will contain financial statements audited and reported on
      by
      our independent registered public accounting firm and our quarterly reports
      will
      contain financial statements reviewed by our independent registered public
      accounting firm.




We
      will
      not acquire a target business if we cannot obtain audited financial statements
      based on United States generally accepted accounting principles for such target
      business. We will provide these financial statements in the proxy solicitation
      materials sent to stockholders for the purpose of seeking stockholder approval
      of our initial business combination. Our management believes that the need
      for
      target businesses to have, or be able to obtain, audited financial statements
      may limit the pool of potential target businesses available for
      acquisition.




We
      will
      be required to comply with the internal control requirements of the
      Sarbanes-Oxley Act for the fiscal year ending December 31, 2008. A target
      company may not be in compliance with the provisions of the Sarbanes-Oxley
      Act
      regarding adequacy of their internal controls. The development of the internal
      controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
      may increase the time and costs necessary to complete any such
      acquisition.




**Legal
      Proceedings**




There
      is
      no material litigation currently pending against us or any of our officers
      or
      directors in their capacity as such.


-66-
 **Table
            of Contents**




**MANAGEMENT**




**Directors
      and Executive Officers**




Our
      directors and executive officers as of the date of this prospectus are as
      follows:




**Name**
            
            **Age**
            
            **Position**D.
                Duane Gilliam
            
            62
            
            Chairman
                of the Board of DirectorsMario
                E. Rodriguez
            
            39
            
            Director
                and Chief Executive OfficerWilliam
                E. Hantke
            
            59
            
            Vice
                Chairman of the Board of Directors and Principal Financial
                OfficerHenry
                M. Kuchta
            
            50
            
            Director,
                President and Chief Operating OfficerMaureen
                A. Hendricks
            
            55
            
            DirectorBuford
                H. Ortale
            
            45
            
            DirectorRandal
                K. Quarles
            
            49
            
            Director





***D.
      Duane Gilliam*** has been
      non-executive Chairman of the Board of Directors of our company since its
      inception in June 2006. Mr. Gilliam has more than 38 years of experience in
      the petroleum industry. He served as executive vice president of corporate
      affairs of Marathon Ashland Petroleum LLC, a refining, marketing and
      transportation company from 2001 to 2003, when he retired. From 1998 to 2001,
      he
      was executive vice president of Marathon Ashland Petroleum LLC, Findlay, Ohio.
      Between 1993 and 1998, Mr. Gilliam served first as executive vice president
      of
      petroleum operations at Ashland Petroleum Company, also a refining, marketing
      and transportation company, and, thereafter, as senior vice president for
      Ashland Inc. and president of Ashland Petroleum Company, where he had previously
      served as group vice president in 1992. Mr. Gilliam started his career at
      Ashland Inc. in 1967 as a process engineer, and was subsequently promoted to
      positions of increasing responsibility, becoming executive assistant, director
      and vice president of administration for Scurlock Oil Company in 1984 and
      president of the newly combined Scurlock Permian Corporation in
      1991.




In
      addition, Mr. Gilliam is a member of the 25 Year Club of the Petroleum Industry.
      He was a member and director of the American Petroleum Institute from 1996
      to
      2003. During that time, he also served on the API’s downstream committee. Mr.
      Gilliam served as chairman of the board of directors of the National
      Petrochemical & Refiners Association, or NPRA, from 2002 to 2004, after
      having served as vice chairman from 1999 to 2002. He was also a member of the
      NPRA’s executive committee and issues committee from 1999 to 2002. Furthermore,
      he served as chairman of the owner representatives board of LOOP LLC from 2001
      to 2003. From 2000 to 2003, he served on the board of directors of Colonial
      Pipeline Company. Since January 2005, he has served on the board of directors
      of
      VeraSun Energy.




Mr.
      Gilliam holds a B.S. in chemical engineering from the University of Kentucky
      and
      is a graduate of Harvard University’s Advanced Management Program. He is a
      registered professional engineer in Kentucky, Louisiana and Texas. In 2003,
      Mr.
      Gilliam was inducted into the University of Kentucky Engineering Hall of
      Distinction.




***Mario
      E. Rodriguez*** has been
      a director of our company and Chief Executive Officer since its inception in
      June 2006. From 2002 to 2006, Mr. Rodriguez was managing director in the global
      energy group of the investment banking division at Citigroup Global Markets,
      Inc., where he was responsible for the origination and execution of mergers
      and
      acquisitions and capital markets transactions for integrated oil companies,
      large capitalization exploration and production companies, and refining and
      marketing companies. In addition, Mr. Rodriguez was a member of the resource
      steering committee of Citigroup’s investment banking division since 2005. From
      2001 to 2002, Mr. Rodriguez was director of the global energy group of
      Citigroup’s investment banking division, where he had previously served as vice
      president from 1999 to 2001. As vice president, director and subsequently
      managing director at Citigroup, Mr. Rodriguez advised many integrated oil and
      refining companies like ExxonMobil Corporation, Chevron Corporation,
      ConocoPhillips, Royal Dutch Shell, Premcor Inc., Sunoco and Repsol YPF S.A.
      on
      mergers and acquisitions and selected capital markets transactions.




From
      1996
      to 1999, Mr. Rodriguez served as vice president of the natural resources and
      power group of the investment banking division of J.P. Morgan & Co.
      Incorporated, after having been an associate in the same group since 1994.
      Mr.
      Rodriguez represented companies like Petróleos de Venezuela, S.A., the
      Venezuelan national oil  -67-
 **Table
            of Contents**


company,
      Saudi Aramco, the Saudi Arabian national oil company, Repsol YPF S.A. and E.
      I.
      du Pont de Nemours & Co. in various mergers and acquisitions transactions.




From
      1990
      to 1992, Mr. Rodriguez was a consultant in the international energy directorate
      of Arthur D. Little, Inc. where he assisted several international integrated
      oil
      companies in organizational restructuring, business process redesign and
      development of performance measurement systems. From 1991 to 1992, he was also
      the team leader for the operations research group, which was focused on refinery
      planning and distribution using linear programming techniques. He completed
      assignments for Shell Oil, PetroCanada, Saudi Aramco, British Petroleum and
      Yacimientos Petrolíferos Fiscales.




Mr.
      Rodriguez holds a B.S. degree in mechanical engineering from Universidad Simón
      Bolívar, Caracas, Venezuela, and a Master in Business Administration degree from
      Harvard Business School.




***William
      E. Hantke*** has been
      Vice Chairman of the Board and Principal Financial Officer of our company since
      its inception in June 2006. Mr. Hantke served as executive vice president and
      chief financial officer of Premcor, Inc., a growth refining company, from 2002
      to 2005. Mr. Hantke was also corporate vice president of development of Tosco
      Corporation, a growth refining and marketing company, from 1999 until 2001,
      where he had previously served as corporate controller from 1993 until 1999.
      As
      a senior executive at Tosco, Mr. Hantke participated in the acquisition of
      ten
      oil refineries. Prior to working at Tosco, Mr. Hantke was senior manager,
      mergers and acquisitions at Coopers & Lybrand from 1989 to 1990. He also
      held various positions from 1975 to 1988 at AMAX, Inc., including corporate
      vice
      president, operations analysis and senior vice president, finance and
      administration, metals and mining. He was staff/senior accountant at Arthur
      Young from 1970 to 1975. He is also currently a director of NRG Energy and
      non-executive chairman of Process Energy Solutions.




Mr.
      Hantke holds a B.S. degree in accounting from Fordham University.




***Henry
      M. Kuchta*** has been
      a director of our company since September 2006 and our President and Chief
      Operating Officer since December 2006. Mr. Kuchta served as president of Premcor
      Inc., a growth refining and marketing company, from 2003 until 2005 and as
      chief
      operating officer of Premcor Inc. from 2002 until 2005. Prior to that in 2002,
      Mr. Kuchta served as executive vice president-refining of Premcor Inc. From
      2001
      until 2002, Mr. Kuchta served as business development manager for Phillips
      66
      Company, following Phillips’ 2001 acquisition of Tosco Corporation. Prior to
      joining Phillips, Mr. Kuchta served in various corporate, commercial and
      refining positions at Tosco Corporation from 1993 to 2001. Before joining Tosco,
      Mr. Kuchta spent 12 years at Exxon Corporation in various refining, engineering
      and financial positions, including assignments overseas.




Mr.
      Kuchta holds a B.S. in chemical engineering from Wayne State
      University.




***Maureen
      A. Hendricks*** has been
      a director of our company since its inception in June 2006. She is a retired
      investment banker with 30 years of experience in domestic and international
      capital markets and relationship and underwriting product management. During
      her
      career Mrs. Hendricks served on various management committees, including credit
      policy, market risk, capital allocation, and compensation. From 1997 until
      her
      retirement in 2001, Mrs. Hendricks was the head of global energy and power
      at
      Salomon Smith Barney, where she also acted as a senior advisory director until
      2003.




Mrs.
      Hendricks started her career at J.P. Morgan & Co. Incorporated in 1973,
      where she held a variety of positions of increasing responsibility in both
      client relationship and product management until 1997. For example, she served
      as the head of global debt capital markets, the head of North American fixed
      income, the head of European equities, and the co-head of global equity
      derivatives.




Mrs.
      Hendricks has been a member of the board of directors of Millipore Corporation
      since 1995 and has previously served as the chair of the audit committee and
      the
      chair of the management development and compensation committee of that firm.
      She
      is currently a member of the governance committee of Millipore. In addition,
      Mrs. Hendricks has been the lead director, the chair of the audit committee,
      and
      a member of the governance and compensation committees of Opteum Inc. since
      2003.  -68-
 **Table
            of Contents**


Mrs.
      Hendricks holds an AB degree magna cum laude from Smith College, where she
      was
      elected to Phi Beta Kappa. She also completed the Harvard Business School
      Program for Management Development.




***Buford
      H. Ortale*** has been
      a director of our company since its inception in June 2006. Mr. Ortale is
      currently president of Sewanee Ventures, a private equity firm that he founded
      in 1996.  Sewanee
      Ventures is the general partner of Sewanee Partners III, L.P., a private
      investment partnership. He
      has
      been involved in numerous private equity investments over the years, including
      start-ups in which he was an original stockholder. Among others, his pre-IPO
      investments include iPayment, Dr. Pepper/Seven Up, Premiere Technologies, Texas
      Capital Bancshares, and Opteum Inc. Mr. Ortale began his career as an associate
      with Merrill Lynch’s Merchant Banking Group in New York in 1987, and was a Vice
      President when he left in 1991. From 1991 to 1992, he worked at Equitable
      Securities and formed BHO Associates ,
      the
      predecessor to Sewanee Ventures .
      In
      1993, Mr. Ortale founded and was a director of NationsBank’s High Yield Bond
      Group, leaving in 1996 as a managing director. Including
      a stint as a managing director in the Financial Sponsors Group of Deutsche
      Bank
      Securities from 2001-2002, he
      has
      continued his private equity endeavors through
      Sewanee Ventures from
      1996 to the present.




Mr.
      Ortale has served on the board of directors of several companies, including
      Ztel, Premiere Technologies, Phyve Corporation, and MusicTrust. He currently
      sits on the boards of InkStop, TerraCerta, Enliven Partners, and Opteum Inc.,
      a NYSE-listed company of which he chairs the governance committee and is a member
      of the audit committee.




Mr.
      Ortale received a B.A. from the University of the South, and a Masters in
      Business Administration from Vanderbilt University.




***Randal
      K. Quarles*** **** has
      been
      a director of our company since ****** October
      2006. From August 2001 until October 2006, Mr. Quarles served in a variety
      of
      senior roles at the U.S. Department of the Treasury: from August 2005 as Under
      Secretary of the Treasury for Domestic Finance; from 2002 to 2005 as Assistant
      Secretary of the Treasury for International Affairs; and from 2001 to 2002
      as
      the United States Executive Director at the International Monetary Fund. In
      these roles, Mr. Quarles was responsible for a wide range of domestic and
      international financial matters including exchange rate policy (including
      Chinese currency flexibility), financial structure and stability (including
      IMF
      lending to Turkey and Brazil), sovereign debt markets (including U.S. policy
      on
      the Argentine debt default), cross-border investment policy (including the
      proposed acquisition of Unocal by the Chinese National Offshore Oil
      Corporation), financial market regulation (including policy on hedge funds
      and
      derivatives), promotion of free trade in financial services (including
      negotiation of the financial services provisions of six free trade agreements),
      and development finance (including negotiation of the debt relief agreement
      for
      the world’s highly indebted poor countries at the London G7 meetings in 2005).




From
      1984
      to 1991 and from 1993 to 2001, Mr. Quarles practiced law in the private sector
      at Davis Polk & Wardwell, where he was a partner from 1994 to 2001 and
      co-head of the firm’s Financial Institutions Group from 1996 to 2001. In the
      interval from 1991 to 1993, Mr. Quarles also served in the Treasury Department:
      from 1992 to 1993 as Deputy Assistant Secretary for Financial Institutions
      Policy, and from 1991 to 1992 as Special Assistant to the Secretary of the
      Treasury.




Mr.
      Quarles holds an A.B. degree, summa cum laude, from Columbia College, where
      he
      majored in Philosophy and Economics. He also received a J.D. degree from the
      Yale Law School.




**Number
      and Terms of Office of Directors**




Upon
      the
      consummation of this offering, our board of directors will be divided into
      three
      classes with only one class of directors being elected in each year and each
      class serving a three-year term. The term of office of the first class of
      directors, consisting of Mr. Ortale and Mr. Quarles, will expire at our first
      annual meeting of stockholders following consummation of this offering. The
      term
      of office of the second class of directors, consisting of Mr. Hantke, Mr. Kuchta
      and Mr. Rodriguez, will expire at the second annual meeting of stockholders
      following consummation of this offering. The term of office of the third class
      of directors, consisting of Mr. Gilliam and Mrs. Hendricks, will expire at
      the third annual meeting of stockholders following consummation of this
      offering.  -69-
 **Table
            of Contents**


These
      individuals will play a key role in identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating our initial business combination. Through their
      positions described above, most of our directors have extensive experience
      in
      the energy industry, and in the refining and marketing sector in particular.
      However, none of these individuals has been a principal of or affiliated with
      a
      blank check company that executed a business plan similar to our business plan
      and none of these individuals is currently affiliated with any such entity.
      Nevertheless, we believe that the skills and expertise of these individuals,
      their collective access to potential target businesses, and their ideas,
      contacts, and acquisition expertise should enable them to successfully identify
      and assist us in completing our initial business combination. However, there
      is
      no assurance such individuals will, in fact, be successful in doing
      so.




**Executive
      Officer Compensation**




None
      of
      our executive officers or directors has received any compensation for service
      rendered. After our initial business combination, our executive officers and
      directors who remain with us may be paid consulting, management or other fees
      from the combined company with any and all amounts being fully disclosed to
      stockholders, to the extent then known, in the proxy solicitation materials
      furnished to our stockholders. It is unlikely, however, that the amount of
      such
      compensation will be known at the time of a stockholder meeting held to consider
      an initial business combination, as it will be up to the directors of the
      post-combination business to determine executive and director
      compensation.




**Director
      Independence**




Our
      board
      of directors has determined that Mr. Gilliam, Mrs. Hendricks, Mr. Ortale and
      Mr.
      Quarles are “independent directors” as such term is defined in the rules of the
      American Stock Exchange and Rule 10A-3 of the Exchange Act.




**Board
      Committees**




Prior
      to
      the completion of this offering, our board of directors will form an audit
      committee and a governance and nominating committee. Each committee will be
      composed of three directors.




*Audit
      Committee*




On
      completion of this offering, our audit committee will consist of Mr. Gilliam,
      Mrs. Hendricks and Mr. Ortale, with Mrs. Hendricks serving as chair. As required
      by the rules of the American Stock Exchange, each of the members of our audit
      committee is financially literate, and we consider Mrs. Hendricks to qualify
      as
      an “audit committee financial expert” and “financially sophisticated” as defined
      under SEC and American Stock Exchange rules, respectively. The responsibilities
      of our audit committee will include:




·
            meeting
                with our management periodically to consider the adequacy of our
                internal
                control over financial reporting and the objectivity of our financial
                reporting;




·
            appointing
                the independent registered public accounting firm, determining the
                compensation of the independent registered public accounting firm
                and
                pre-approving the engagement of the independent registered public
                accounting firm for audit and non-audit
                services;




·
            overseeing
                the independent registered public accounting firm, including reviewing
                independence and quality control procedures and experience and
                qualifications of audit personnel that are providing us audit
                services;




·
            meeting
                with the independent registered public accounting firm and reviewing
                the
                scope and significant findings of the audits performed by them, and
                meeting with management and internal financial personnel regarding
                these
                matters;  -70-
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·
            reviewing
                our financing plans, the adequacy and sufficiency of our financial
                and
                accounting controls, practices and procedures, the activities and
                recommendations of the auditors and our reporting policies and practices,
                and reporting recommendations to our full board of directors for
                approval;




·
            establishing
                procedures for the receipt, retention and treatment of complaints
                regarding internal accounting controls or auditing matters and the
                confidential, anonymous submissions by employees of concerns regarding
                questionable accounting or auditing
                matters;




·
            following
                the completion of this offering, preparing the report required by
                the
                rules of the SEC to be included in our annual proxy statement;




·
            monitoring
                compliance on a quarterly basis with the terms of this offering and,
                if
                any noncompliance is identified, immediately taking all action necessary
                to rectify such noncompliance or otherwise causing compliance with
                the
                terms of this offering; and




·
            reviewing
                and approving all payments made to our officers, directors and affiliates.
                Any payments made to members of our audit committee will be reviewed
                and
                approved by our board of directors, with the interested director
                or
                directors abstaining from such review and
                approval.




*Governance
      and Nominating Committee*




On
      completion of this offering, our governance and nominating committee will
      consist of Mr. Gilliam, Mrs. Hendricks, Mr. Quarles and Mr. Ortale, with Mr.
      Gilliam serving as chair. The functions of our governance and nominating
      committee include:




·
            recommending
                qualified candidates for election to our board of
                directors;




·
            evaluating
                and reviewing the performance of existing
                directors;




·
            making
                recommendations to our board of directors regarding governance matters,
                including our certificate of incorporation, bylaws and charters of
                our
                committees; and




·
            developing
                and recommending to our board of directors governance and nominating
                guidelines and principles applicable to
                us.




**Code
      of Ethics and Committee Charters**




We
      will
      adopt a code of ethics that applies to our officers, directors and employees.
      We
      will file copies of our code of ethics and our board committee charters as
      exhibits to the registration statement of which this prospectus is a part.
      You
      will be able to review these documents by accessing our public filings at the
      SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be
      provided without charge upon request to us. We intend to disclose any amendments
      to or waivers of certain provisions of our code of ethics in a current report
      on
      Form 8-K.




**Conflicts
      of Interest**




Potential
      investors should be aware of the following potential conflicts of
      interest:




·
            None
                of our officers and directors is required to commit his or her full
                time
                to our affairs and, accordingly, they may have conflicts of interest
                in
                allocating management time among various business
                activities.




·
            In
                the course of their other business activities, our officers and directors
                may become aware of investment and business opportunities which may
                be
                appropriate for presentation to our company as well as the other
                entities
                with which they are affiliated. They may have conflicts of interest
                in





-71-
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            of Contents**




determining
      to which entity a particular business opportunity should be presented. For
      a
      complete description of our management’s other affiliations, please see
“—Directors and Executive Officers” above.




·
            Although
                our officers and directors have entered into a non-compete agreement
                (as
                described below), they may in the future become affiliated with entities,
                including other blank check companies, engaged in business activities
                similar to those we intend to
                conduct.




·
            Unless
                we consummate our initial business combination, our officers and
                directors
                will not receive reimbursement for any out-of-pocket expenses incurred
                by
                them to the extent that such expenses exceed the amount of available
                proceeds not deposited in the trust fund and the amount of interest
                income
                from the trust account of up to a maximum of $3.25 million that may
                be
                released to us as working capital. These amounts were calculated
                based on
                management’s estimates of the funds needed to finance our operations for
                24 months and to consummate our initial business combination. Those
                estimates may prove to be inaccurate, especially if a portion of
                the
                available proceeds is used to make a down payment in connection with
                our
                initial business combination or pay exclusivity or similar fees or
                if we
                expend a significant portion in pursuit of an initial business combination
                that is not consummated. Our officers and directors may, as part
                of any
                business combination, negotiate the repayment of some or all of any
                such
                expenses. The financial interest of our officers and directors could
                influence their motivation in selecting a target business, and therefore
                they may have a conflict of interest when determining whether a particular
                business combination is in the stockholders’ best interest. Specifically,
                our officers and directors may tend to favor potential initial business
                combinations with target businesses that offer to reimburse any expenses
                that we did not have the funds to reimburse
                ourselves.




·
            Our
                officers and directors may have a conflict of interest with respect
                to
                evaluating a particular initial business combination if the retention
                or
                resignation of any such officers and directors were included by a
                target
                business as a condition to any agreement with respect to an initial
                business combination.




In
      general, officers and directors of a corporation incorporated under the laws
      of
      the State of Delaware are required to present business opportunities to a
      corporation if:




·
            the
                corporation could financially undertake the
                opportunity;




·
            the
                opportunity is within the corporation’s line of business;
                and




·
            it
                would not be fair to the corporation and its stockholders for the
                opportunity not to be brought to the attention of the
                corporation.




Accordingly,
      as a result of multiple business affiliations, our officers and directors may
      have similar legal obligations to present business opportunities meeting the
      above-listed criteria to multiple entities. In addition, conflicts of interest
      may arise when our board of directors evaluates a particular business
      opportunity with respect to the above-listed criteria. We cannot assure you
      that
      any of the above-mentioned conflicts will be resolved in our favor.




Each
      of
      our officers and directors has, or may come to have, other fiduciary
      obligations. A majority of our officers and directors have fiduciary obligations
      to other companies on whose board of directors they presently sit, or may have
      obligations to companies whose board of directors they may join in the future.
      To the extent that they identify business opportunities that may be suitable
      for
      us or other companies on whose board of directors they may sit, our directors
      will honor those fiduciary obligations. Accordingly, they may not present
      opportunities to us that come to their attention in the performance of their
      duties as directors of such other entities unless the other companies have
      declined to accept such opportunities or clearly lack the resources to take
      advantage of such opportunities.  -72-
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            of Contents**


To
      further minimize potential conflicts of interest, we have agreed not to
      consummate an initial business combination with any entity that is affiliated
      with any of our officers or directors, and will not enter into an initial
      business combination with any underwriters of this offering or selling group
      members or any of their affiliates.




Commencing
      on the date of this prospectus and extending until the earlier of the closing
      of
      our initial business combination or our liquidation, each of our officers and
      directors has agreed not to become affiliated as an officer, director or
      stockholder of a blank check or blind pool company operating in or intending
      to
      acquire a business in the energy industry.  -73-
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            of Contents**


**PRINCIPAL
      STOCKHOLDERS**




The
      following table sets forth information regarding the direct and indirect
      beneficial ownership of our common stock as of the date of this offering, and
      as
      adjusted to reflect the sale of our common stock included in the units offered
      by this prospectus (assuming no purchase of units in this offering),
      by:




·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




·
            each
                of our officers and directors; and




·
            all
                our officers and directors as a
                group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them. The following table does not reflect record or
      beneficial ownership of the initial founders’ warrants, as these warrants are
      not exercisable within 60 days of the date of this prospectus.




**Amount
                and**
            
            **Approximate
                Percentage of**
              **Outstanding
                Common Stock****Name
                and Address of Beneficial Owner (1)**
            
            **Nature
                of Beneficial Ownership**
            
            **Before**
              **Offering**
            
            **After**
              **Offering(2)**NTR
                Partners LLC
            
            
            2,914,953(3
            )
            
            46.64
            %
            
            9.33
            %Altamira
                Ventures I LP
            
            
            2,914,953(3)(4
            )
            
            46.64
            %
            
            9.33
            %Mario
                E. Rodriguez
            
            
            2,914,953(3
            )
            
            46.64
            %
            
            9.33
            %William
                E. Hantke
            
            
            2,914,953(3
            )
            
            46.64
            %
            
            9.33
            %Henry
                M. Kuchta
            
            
            2,914,953(3
            )
            
            46.64
            %
            
            9.33
            %Buford
                H. Ortale
            
            
            1,582,531(3
            )
            
            25.32
            %
            
            5.06
            %Hendricks
                Family LLLP
            
            
            614,582(5
            )
            
            9.83
            %
            
            1.97
            %Gilliam
                Enterprises LLC
            
            
            416,182(6
            )
            
            6.64
            %
            
            1.33
            %Sewanee
                Partners III, L.P.
            
            
            415,128(7
            )
            
            6.64
            %
            
            1.33
            %Randal
                K. Quarles
            
            
            306,624
            
            
            4.91
            %
            
            0.98
            %All
                executive officers and directors as a group (7
                individuals)
            
            
            6,250,000
            
            
            100
            %
            
            20
            %





(1)
            Unless
                otherwise indicated, the business address of each of the individuals
                is
                100 Mill Plain Road, Suite 320, Danbury, CT
                06811.


(2)
            Assumes
                the sale of 25,000,000 units in this offering but not the exercise
                of any
                of the warrants included in the public units or exercise of the
                underwriters’ over-allotment option.


(3)
            These
                shares are owned of record by NTR Partners LLC, and will be equivalent
                to
                a 9.33% interest in our common shares following the offering. As
                of the
                date of this offering, NTR Partners LLC is owned by Altamira Ventures
                I LP
                (37.72%), Mr. Rodriguez (36.98%), Mr. Hantke (21.12%) and Mr. Kuchta
                (4.18%). The shares of our common stock shown in the above table
                as being
                owned by each such individual reflect the fact that due to the ownership
                interest of each in NTR Partners LLC, each may be viewed as having
                or
                sharing dispositive or voting power over all of these shares, although
                each of Altamira Ventures I LP, Mr. Rodriguez, Mr. Hantke and Mr.
                Kuchta
                disclaims beneficial ownership of shares of our common stock in excess
                of
                its or his percentage ownership of NTR Partners LLC.


(4)
            Altamira
                Ventures I LP is a New York limited partnership jointly controlled
                by our
                Chief Executive Officer Mario E. Rodriguez and members of his family.


(5)
            Hendricks
                Family LLLP is a Florida limited liability limited partnership jointly
                controlled by our director Maureen A. Hendricks and her
                husband. The business address of Hendricks Family LLLP is 217 Rudder Road, Vero Beach, FL 32963.


(6)
            Gilliam
                Enterprises LLC is a Delaware limited liability company jointly controlled
                by our chairman, D. Duane Gilliam, and his
                wife.


(7)
            Sewanee
                Partners III, L.P. is an investment fund advised by Sewanee Ventures
                LLC,
                a Tennessee limited liability company, of which our director Buford
                H.
                Ortale is the president.





Upon
      consummation of our offering, our founders will collectively own 20% of our
      issued and outstanding shares of common stock, which, if they were to act as
      a
      group, could permit them effectively to influence the  -74-
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            of Contents**


outcome
      of all matters requiring approval by our stockholders at such time, including
      the election of directors and approval of significant corporate transactions,
      following the consummation of our initial business combination.




NTR
      Partners LLC is a Delaware limited liability company owned by Altamira Ventures
      I LP, a New York limited partnership jointly controlled by our Chief Executive
      Officer Mario E. Rodriguez and members of his family, Mr. Rodriguez, our chief
      executive officer, Mr. Hantke, our vice-chairman and principal financial
      officer, and Mr. Kuchta, our president and chief operating officer. NTR Partners
      LLC is a holding company founded by certain of our founders to form our company
      and hold an investment in the founders’ securities. Under the terms of its
      operating agreement, NTR Partners LLC will dissolve upon the first to occur
      of
      certain events, including consummation of our initial business combination
      or
      our dissolution. Subject to the terms of its operating agreement, NTR Partners
      LLC may distribute the initial founders’ securities to its members at any time,
      subject further to the transfer and other restrictions applicable to permitted
      transferees described below and to applicable federal and state securities
      laws. Altamira
      Ventures I LP is a New York limited partnership jointly controlled by our Chief
      Executive Officer Mario E. Rodriguez and members of his family. Hendricks
      Family LLLP is an entity jointly controlled by our director Mrs. Hendricks
      and
      her husband. Gilliam Enterprises LLC is a Delaware limited liability company
      jointly controlled by our non-executive chairman, Mr. Gilliam, and his wife.
      Sewanee Partners III, L.P. is an investment fund advised by Sewanee Ventures
      LLC, a Tennessee limited liability company, of which our director Buford H.
      Ortale is the president.




*Transfer
      Restrictions*




Each
      of
      our founders has agreed not to sell or transfer any initial founders’ shares
      such founder holds for
      a
      period of one year from the date we complete our initial business combination
      and not to sell or transfer any initial founders’ warrants such founder holds
      until after we complete our initial business combination, except in each case
      to
      permitted transferees who agree to be subject to the same transfer restrictions
      and vote with the majority of public stockholders who vote in connection with
      our initial business combination. We refer to these agreements with each of
      our
      founders and their permitted transferees as a “lock-up agreement.”




The
      permitted transferees under the lock-up agreements, in addition to any of our
      founders, are our officers, directors and employees and other persons or
      entities associated with our founders.




During
      the lock-up period, our founders and any permitted transferees to whom they
      transfer shares of common stock will retain all other rights of holders of
      our
      common stock, including, without limitation, the right to vote their shares
      of
      common stock and the right to receive cash dividends, if declared. If dividends
      are declared and payable in shares of common stock, such dividends will also
      be
      subject to the lock-up agreement. If we are unable to effect our initial
      business combination and liquidate, each of our founders has waived the right
      to
      receive any portion of the liquidation proceeds with respect to the initial
      founders’ shares. Any permitted transferees to whom the initial founders’ shares
      are transferred will also agree to waive that right.




We
      consider NTR Partners LLC, Mr. Gilliam, Mr. Hantke, Mrs. Hendricks, Mr. Ortale
      and Mr. Rodriguez to be our “promoters,” as this term is defined under U.S.
      federal securities laws.


-75-
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            of Contents**




**CERTAIN
      TRANSACTIONS**




On
      June
      20, 2006, NTR Partners LLC purchased 6,250,000 initial founders’ shares and
      2,500,000 initial founders’ warrants (after giving effect to the
      recapitalization) for a purchase price of $2,525,000 in a private placement
      in
      connection with the formation of our company. Our director Mr. Ortale, Hendricks
      Family LLLP (affiliated with our director Mrs. Hendricks) and Gilliam
      Enterprises LLC (affiliated with our Chairman Mr. Gilliam) were then all members
      of NTR Partners LLC, and our director Mr. Quarles became a member in connection
      with his appointment as a director in October 2006, but all four of them
      redeemed their membership interests in NTR Partners LLC shortly prior to the
      date of this offering in exchange for their pro rata shares of the founders’
securities that NTR Partners LLC held. Mr. Ortale subsequently transferred
      a
      portion of his initial founders’ shares to Sewanee Partners III, L.P., an
      investment fund with which he is affiliated. Immediately prior to this offering,
      NTR Partners LLC, Mr. Ortale, Sewanee Partners III, L.P., Hendricks Family
      LLLP,
      Gilliam Enterprises LLC and Mr. Quarles will also collectively purchase an
      additional 3,350,000 founders’ warrants at a price of $1.00 per warrant ($3.35
      million in the aggregate) in a private placement. The initial founders’ shares
      are identical to the shares included in the units being sold in this offering,
      except that each of our founders has agreed (i) to vote his, her or its initial
      founders’ shares in accordance with the majority of the shares of common stock
      voted by our public stockholders in connection with the vote on any initial
      business combination, and (ii) to waive any right to receive a liquidation
      distribution in the event we fail to consummate an initial business combination.
      The founders’ warrants are identical to those sold in this offering, except that
      they will be non-redeemable so long as they are held by any of our founders
      or
      their permitted transferees. The founders’ securities are subject to transfer
      restrictions, as described under “Principal Stockholders—Transfer Restrictions”
above.




We
      will
      also enter into an agreement with each of our founders granting them the right
      to demand that we register the resale of the initial founders’ shares, the
      founders’ warrants and the shares of common stock underlying the founders’
warrants, with respect to the initial founders’ shares, at any time after the
      date on which they are no longer subject to transfer restrictions, and with
      respect to the warrants and the underlying shares of common stock, after the
      relevant warrants become exercisable by their terms. We will bear the expenses
      incurred in connection with the filing of any such registration statements.
      Please see “Description of Securities—Securities Eligible for Future
      Sale—Registration Rights” for additional information.




As
      of
      October 15, 2006, Mr. Rodriguez, our chief executive officer and a member
      of our board of directors, had advanced on our behalf a total of $44,351, and
      Mr. Hantke, our principal financial officer, had advanced on our behalf a total
      of $5,183, which amounts together were used to pay a portion of the expenses
      of
      this offering and our organization. These advances are non-interest bearing
      and
      unsecured and are due at the earlier of June 30, 2007, or the consummation
      of
      this offering. The advances will be repaid out of the proceeds of this offering
      not being placed in trust.




We
      will
      reimburse our officers, directors and affiliates for any reasonable
      out-of-pocket business expenses incurred by them in connection with certain
      activities on our behalf such as identifying and investigating possible target
      businesses and business combinations. Subject to availability of proceeds not
      placed in the trust account and interest income of up to $3.25 million on the
      balance in the trust account, there is no limit on the amount of out-of-pocket
      expenses that could be incurred. Our audit committee will review and approve
      all
      payments made to our officers, directors and affiliates and any payments made
      to
      members of our audit committee will be reviewed and approved by our board of
      directors, with the interested director or directors abstaining from such review
      and approval. To the extent such out-of-pocket expenses exceed the available
      proceeds not deposited in the trust account and interest income of up to $3.25
      million on the balance in the trust account, such out-of-pocket expenses would
      not be reimbursed by us unless we consummate an initial business combination.




Other
      than reimbursable out-of-pocket expenses payable to our officers and directors,
      no compensation or fees of any kind, including finder’s and consulting fees,
      will be paid to any of our officers or directors.


-76-
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            of Contents**




**DESCRIPTION
      OF SECURITIES**




Our
      authorized capital stock consists of 200,000,000 shares of common stock, $0.001
      par value, of which 31,250,000 shares will be outstanding following this
      offering (assuming no exercise of the underwriters’ over-allotment option), and
      1,000,000 shares of undesignated preferred stock, $0.0001 par value, of which
      no
      shares will then be outstanding. The following description summarizes the
      material terms of our capital stock. Because it is only a summary, it may not
      contain all the information that is important to you. For a complete description
      you should refer to our certificate of incorporation and bylaws, which are
      filed
      as exhibits to the registration statement of which this prospectus is a part,
      and to the applicable provisions of the Delaware General Corporation Law.




**Units**




*Public
      Stockholders’ Units*




Each
      unit
      consists of one share of common stock and one warrant. Each warrant entitles
      the
      holder to purchase one share of common stock at a price of $7.50 per share
      of
      common stock. The common stock and warrants comprising the units will begin
      separate trading five business days following the earlier to occur of expiration
      of the underwriters’ over-allotment option or its exercise in full, subject to
      our having filed the Form 8-K described below and having issued a press release
      announcing when such separate trading will begin.




In
      no
      event will the common stock and warrants be traded separately until we have
      filed with the SEC a Form 8-K which includes an audited balance sheet reflecting
      our receipt of the gross proceeds of this offering. We will file a Form 8-K
      that
      includes this audited balance sheet upon the consummation of this
      offering.




**Common
      Stock**




*General*




Immediately
      prior to this offering, there were 6,250,000 shares of our common stock
      outstanding, held of record by NTR Partners LLC, our director Mr. Ortale,
      Sewanee Partners III, L.P., Hendricks Family LLLP, Gilliam Enterprises LLC,
      and
      our director Mr. Quarles, all as described in “Principal Stockholders” above. On
      closing of this offering (assuming no exercise of the underwriters’
over-allotment option), 31,250,000 shares of our common stock will be
      outstanding. Holders of common stock will have exclusive voting rights for
      the
      election of our directors and all other matters requiring stockholder action,
      except with respect to amendments to our certificate of incorporation that
      alter
      or change the powers, preferences, rights or other terms of any outstanding
      preferred stock if the holders of such affected series of preferred stock are
      entitled to vote on such an amendment. Holders of common stock will be entitled
      to one vote per share on matters to be voted on by stockholders and also will
      be
      entitled to receive such dividends, if any, as may be declared from time to
      time
      by our board of directors in its discretion out of funds legally available
      therefore. After our initial business combination is concluded, if ever, and
      upon a subsequent liquidation or dissolution, the holders of common stock will
      be entitled to receive pro rata all assets remaining available for distribution
      to stockholders after payment of all liabilities and provision for the
      liquidation of any shares of preferred stock at the time outstanding.




Upon
      consummation of this offering, our board of directors will be divided into
      three
      classes, each of which will generally serve for a term of three years, with
      only
      one class of directors being elected in each year. There is no cumulative voting
      with respect to the election of directors, with the result that the holders
      of
      more than 50% of the shares voted for the election of directors can elect all
      of
      the directors.




In
      connection with the stockholder vote required to approve our initial business
      combination, each of our founders has agreed to vote any initial founders’
shares such founder holds in accordance with the majority of the shares of
      common stock voted by the public stockholders. Each founder has also agreed
      that
      if such founder acquires shares of common stock in or following this offering,
      such founder will vote all such acquired shares in favor of our initial business
      combination. As a result, none of our founders will be eligible to exercise
      conversion rights for any shares they hold if our initial business combination
      is approved by a majority of our public stockholders who vote in connection
      with
      our initial business combination. In connection with the vote required
      for  -77-
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            of Contents**


our
      initial business combination, a majority of our issued and outstanding common
      stock (whether or not held by public stockholders), present in person or by
      proxy, will constitute a quorum. If a quorum is not present, our bylaws permit
      a
      majority in voting power of the stockholders present in person or by proxy
      and
      entitled to vote at the meeting to adjourn the meeting for 30 days or less
      from
      time to time, without notice other than announcement of the date, time and
      place
      of the adjourned meeting at the meeting, until the requisite amount of stock
      entitled to vote shall be present. If our stockholders vote on any other matters
      at an annual or special meeting, each of our founders may vote all of their
      shares, whenever acquired, as they see fit.




We
      will
      proceed with an initial business combination only if a majority of the shares
      of
      common stock voted by the public stockholders are voted in favor of the business
      combination and public stockholders owning less than 20% of the shares sold
      in
      this offering exercise their conversion rights discussed below. Voting against
      the business combination alone will not result in conversion of a stockholder’s
      shares into a pro rata share of the trust account. A stockholder must have
      also
      exercised the conversion rights described below for a conversion to be
      effective.




If
      we are
      forced to liquidate prior to our initial business combination, our public
      stockholders are entitled to share ratably in the trust account, inclusive
      of
      any interest not previously released to us to fund working capital requirements,
      and net of any income taxes payable on interest on the balance in the trust
      account, which income taxes, if any, shall be paid from the trust fund, and
      any
      assets remaining available for distribution to them after payment of
      liabilities. Liquidation expenses will be paid only from funds held outside
      of
      the trust account. If we do not complete an initial business combination and
      the
      trustee must distribute the balance of the trust account, the underwriters
      have
      agreed that: (i) they will forfeit any rights or claims to their deferred
      underwriting discounts and commissions, including any accrued interest thereon,
      then in the trust account, and (ii) the deferred underwriters’ discounts and
      commission will be distributed on a pro rata basis among the public
      stockholders, together with any accrued interest thereon and net of income
      taxes
      payable on such interest. Each
      founder has waived any rights to participate in any liquidation distribution
      with respect to the 6,250,000 initial founders’ shares. There will be no
      distribution from the trust account with respect to any of our warrants, which
      will expire worthless if we are liquidated.




Our
      stockholders have no conversion, preemptive or other subscription rights and
      there are no sinking fund or redemption provisions applicable to the common
      stock, except that public stockholders have the right to have their shares
      of
      common stock converted to cash equal to their pro rata share of the trust
      account if they vote against our initial business combination and our initial
      business combination is approved and completed. Public stockholders who convert
      their common stock into their pro rata share of the trust account will retain
      the right to exercise any warrants they own.




The
      payment of dividends, if ever, on the common stock will be subject to the prior
      payment of dividends on any outstanding preferred stock, of which there is
      currently none.




*Initial
      Founders* *’
      Shares*




Following
      the offering, the 6,250,000 initial founders’ shares will be held directly by
      NTR Partners LLC, our director Mr. Ortale, Sewanee Partners III, L.P., Hendricks
      Family LLLP, Gilliam Enterprises LLC, and our director Mr. Quarles. See
“Principal Stockholders.” These initial founders’ shares are identical to the
      shares included in the units being sold in this offering, except that each
      holder of the initial founders’ shares has agreed (i) in connection with the
      stockholder vote required to approve our initial business combination, to vote
      the initial founders’ shares in accordance with a majority of the shares of
      common stock voted by the public stockholders, and (ii) to waive the right
      to
      participate in any liquidation distribution with respect to the initial
      founders’ shares if we fail to consummate a business combination.




Each
      holder of initial founders’ shares has also agreed not to sell or transfer the
      initial founders’ shares for a period of one year from the date we complete our
      initial business combination, other than to permitted transferees who agree
      to
      be subject to these transfer restrictions to waive their rights to participate
      in a liquidation if we do not consummate our initial business combination and
      to
      vote with the majority of public stockholders who vote in connection with our
      initial business combination. In addition, the initial founders’ shares will be
      entitled to  -78-
 **Table
            of Contents**


registration
      rights commencing on the date on which they become transferable under an
      agreement to be signed on or before the date of this prospectus.




**Preferred
      stock**




Our
      certificate of incorporation provides that shares of preferred stock may be
      issued from time to time in one or more series. Our board of directors will
      be
      authorized to fix the voting rights, if any, designations, powers, preferences,
      the relative, participating, optional or other special rights and any
      qualifications, limitations and restrictions thereof, applicable to the shares
      of each series. Our board of directors will be able to, without stockholder
      approval, issue preferred stock with voting and other rights that could
      adversely affect the voting power and other rights of the holders of the common
      stock and could have anti-takeover effects. The ability of our board of
      directors to issue preferred stock without stockholder approval could have
      the
      effect of delaying, deferring or preventing a change of control of us or the
      removal of existing management. Our certificate of incorporation prohibits
      us,
      prior to our initial business combination, from issuing preferred stock that
      participates in any manner in the proceeds of the trust account, or that votes
      as a class with the common stock on our initial business combination. We may
      issue some or all of the preferred stock to effect our initial business
      combination. We have no preferred stock outstanding at the date hereof. Although
      we do not currently intend to issue any shares of preferred stock, we cannot
      assure you that we will not do so in the future. No shares of preferred stock
      are being issued or registered in this offering.




**Warrants**




*Public
      Stockholders’ Warrants*




Each
      warrant entitles the registered holder to purchase one share of our common
      stock
      at a price of $7.50 per share, subject to adjustment as discussed below, at
      any
      time commencing on the later of:




·
            the
                completion of our initial business combination;
                or




·
            thirteen
                months from the closing of this offering,




in
      each
      case, provided that we have a registration statement under the Securities Act,
      in effect covering the shares of common stock issuable upon exercise of the
      warrants.




The
      warrants will expire four years from the date of this prospectus at 5:00 p.m.,
      New York time, or earlier upon redemption or liquidation of the trust account.




Once
      the
      warrants become exercisable, we may call the warrants for redemption:




·
            in
                whole and not in part,




·
            at
                a price of $.01 per warrant,




·
            upon
                not less than 30 days’ prior written notice of redemption to each warrant
                holder, and




·
            if,
                and only if, the reported last sale price of the common stock equals
                or
                exceeds $14.25 per share for any 20 trading days within a 30-trading-day
                period ending on the third business day prior to the notice of redemption
                to warrant holders,




provided
      that on the date we give notice of redemption and during the entire period
      thereafter until we redeem the warrants, we have a registration statement
      covering the shares of common stock issuable upon exercise of the warrants
      in
      effect and a current prospectus relating to them available.




We
      have
      established the above conditions to our exercise of redemption rights with
      the
      intent of:  -79-
 **Table
            of Contents**


·
            providing
                warrant holders with adequate notice of redemption, and allowing
                them to
                exercise their warrants prior to redemption at a time when there
                is a
                reasonable premium to the warrant exercise price;
                and




·
            providing
                a sufficient differential between the then-prevailing common stock
                price
                and the warrant exercise price so there is a buffer to absorb any
                negative
                market reaction to our redemption of the
                warrants.




If
      the
      foregoing conditions are satisfied and we issue a notice of redemption, each
      warrant holder can exercise his, her or its warrant prior to the scheduled
      redemption date. However, there is no guarantee that the price of the common
      stock will exceed the $14.25 trigger price or the warrant exercise price after
      the redemption notice is issued.




The
      warrants will be issued in registered form under the amended warrant agreement
      between American
      Stock Transfer & Trust Company ,
      as
      warrant agent, and us. You should review a copy of the amended warrant
      agreement, which has been filed as an exhibit to the registration statement
      of
      which this prospectus is a part, for a complete description of the terms and
      conditions of the warrants.




The
      exercise price and number of shares of common stock issuable on exercise of
      the
      warrants may be adjusted in certain circumstances including in the event of
      a
      stock dividend, or our recapitalization, reorganization, merger or
      consolidation. However, the exercise price and number of shares of common stock
      issuable on exercise of the warrants will not be adjusted for issuances of
      common stock at a price below the warrant exercise price.




The
      warrants may be exercised upon surrender of the warrant certificate on or prior
      to the expiration date at the offices of the warrant agent, with the exercise
      form on the reverse side of the warrant certificate completed and executed
      as
      indicated, accompanied by full payment of the exercise price, by certified
      check
      payable to us, for the number of warrants being exercised. Warrant holders
      do
      not have the rights or privileges of holders of common stock, including voting
      rights, until they exercise their warrants and receive shares of common stock.
      After the issuance of shares of common stock upon exercise of the warrants,
      each
      holder will be entitled to one vote for each share held of record on all matters
      to be voted on by stockholders.




No
      warrants will be exercisable unless at the time of exercise we have a
      registration statement under the Securities Act in effect covering the shares
      of
      common stock issuable upon exercise of the warrants. Under the warrant
      agreement, we have agreed to use our best efforts to have a registration
      statement in effect covering shares of common stock issuable on exercise of
      the
      warrants and to maintain a current prospectus relating to the common stock
      from
      the date the warrants become exercisable to the date the warrants expire or
      are
      redeemed. However, we cannot assure you that we will be able to register such
      common stock or maintain a current prospectus relating to the common stock.
      The
      market for the warrants may be limited and the warrants may have no value if
      the
      warrants cannot be exercised because we do not have a registration statement
      in
      effect covering the shares of common stock issuable upon exercise of the
      warrants. Holders of warrants will not be entitled to a cash settlement for
      their warrants if we fail to have a registration statement in effect or a
      current prospectus available relating to the common stock issuable upon exercise
      of the warrants, and holders’ only remedies in such event will be those
      available if we are found by a court of law to have breached our contractual
      obligation to them by failing to do so.




So
      long
      as they are held by any of our founders or their permitted transferees, as
      applicable, the founders’ warrants will be exercisable even if, at the time of
      exercise, a registration statement relating to the common stock issuable upon
      exercise of such warrants is not in effect or a related current prospectus
      is
      not available. As a result, so long as such warrants are held by any of our
      founders or their permitted transferees, the restrictions applicable to the
      exercise of the founders’ warrants will not be the same as those applicable to
      the exercise of our public warrants. The holders of the warrants purchased
      in
      this offering will not be able to exercise those warrants unless we have a
      registration statement covering the shares issuable upon their exercise in
      effect and a related current prospectus available. However, if any of our
      founders or their permitted transferees exercise the founders’ warrants at a
      time when a registration statement relating to the common stock issuable upon
      exercise of such warrants is not in effect or a related current prospectus
      is
      not available, then any transfer of such shares of common stock that is not
      made
      pursuant to an effective registration statement under the Securities Act will
      be
      subject to certain restrictions, including that it may be made only to a
      permitted transferee.  -80-
 **Table
            of Contents**


*Founders’
      Warrants*




The
      founders’ warrants are identical to those being issued in this offering, except
      that the founders’ warrants will be non-redeemable so long as they are held by
      any of our founders or their permitted transferees.




Each
      of
      our founders has agreed not to sell or transfer any founders’ warrants such
      founder holds until after we complete our initial business combination, other
      than to permitted transferees who agree to be subject to these transfer
      restrictions. See “Principal Stockholders—Transfer Restrictions.” In addition,
      commencing on the date on which they become exercisable, the founders’ warrants
      and the shares of common stock issuable upon exercise of the warrants will
      be
      entitled to registration rights under an agreement to be signed on or before
      the
      date of this prospectus.




**Dividends**




We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to the completion of our initial business combination. The
      payment of dividends in the future will depend on our revenues and earnings,
      if
      any, capital requirements and general financial condition after our initial
      business combination is completed. The payment of any dividends subsequent
      to a
      business combination will be within the discretion of our then-board of
      directors. It is the present intention of our board of directors to retain
      any
      earnings for use in our business operations and, accordingly, we do not
      anticipate the board declaring any dividends in the foreseeable
      future.




**Our
      Transfer Agent and Warrant Agent**




The
      transfer agent for our securities and warrant agent for our warrants is American
      Stock Transfer & Trust Company .




**Certain
      Anti-Takeover Provisions of Delaware Law and our Certificate of Incorporation
      and By-Laws**




*Staggered
      board of directors*




Our
      certificate of incorporation provides that our board of directors will be
      classified into three classes of directors of approximately equal size upon
      the
      consummation of this offering. As a result, in most circumstances, a person
      can
      gain control of our board only by successfully engaging in a proxy contest
      at
      two or more annual meetings.




*Special
      meeting of stockholders*




Our
      bylaws provide that special meetings of our stockholders may be called only
      by a
      majority vote of our board of directors, by our chief executive officer or
      by
      our chairman.




*Advance
      notice requirements for stockholder proposals and director
      nominations*




Our
      bylaws provide that stockholders seeking to bring business before our annual
      meeting of stockholders, or to nominate candidates for election as directors
      at
      our annual meeting of stockholders must provide timely notice of their intent
      in
      writing. To be timely, a stockholder’s notice must be delivered to our principal
      executive offices not later than the close of business on the 90th day or
      earlier than the close of business on the 120th day prior to the first
      anniversary of the preceding year’s annual meeting of stockholders. For the
      first annual meeting of stockholders after the closing of this offering, a
      stockholder’s notice shall be timely if delivered to our principal executive
      offices not later than the 90th day prior to the scheduled date of the annual
      meeting of stockholders or the 10th day following the day on which public
      announcement of the date of our annual meeting of stockholders is first made
      or
      sent by us. Our bylaws also specify certain requirements as to the form and
      content of a stockholders’ meeting. These provisions may preclude our
      stockholders from bringing matters before our annual meeting of stockholders
      or
      from making nominations for directors at our annual meeting of
      stockholders.  -81-
 **Table
            of Contents**


*Authorized
      but unissued shares*




Our
      authorized but unissued shares of common stock and preferred stock are available
      for future issuances without stockholder approval and could be utilized for
      a
      variety of corporate purposes, including future offerings to raise additional
      capital, acquisitions and employee benefit plans. The existence of authorized
      but unissued and unreserved common stock and preferred stock could render more
      difficult or discourage an attempt to obtain control of us by means of a proxy
      contest, tender offer, merger or otherwise.




**Limitation
      on Liability and Indemnification of Directors and Officers**




Our
      certificate of incorporation provides for our directors and officers to be
      indemnified by us to the fullest extent authorized by Delaware law as it now
      exists or may in the future be amended. In addition, our certificate of
      incorporation provides that our directors will not be personally liable for
      monetary damages to us for breaches of their fiduciary duty as directors, unless
      they violated their duty of loyalty to us or our stockholders, acted in bad
      faith, knowingly or intentionally violated the law, authorized unlawful payments
      of dividends, unlawful stock purchases or unlawful redemptions, or derived
      an
      improper personal benefit from their actions as directors.




We
      have
      entered into agreements with our directors to provide contractual
      indemnification in addition to the indemnification provided in our certificate
      of incorporation. We believe that these provisions and agreements are necessary
      to attract qualified directors. Our bylaws also will permit us to secure
      insurance on behalf of any officer, director or employee for any liability
      arising out of his or her actions, regardless of whether Delaware law would
      permit indemnification. We will purchase a policy of directors’ and officers’
liability insurance that insures our directors and officers against the cost
      of
      defense, settlement or payment of a judgment in some circumstances and insures
      us against our obligations to indemnify the directors and officers.




These
      provisions may discourage stockholders from bringing a lawsuit against our
      directors for breach of their fiduciary duty. These provisions also may have
      the
      effect of reducing the likelihood of derivative litigation against directors
      and
      officers, even though such an action, if successful, might otherwise benefit
      us
      and our stockholders. Furthermore, a stockholder’s investment may be adversely
      affected to the extent we pay the costs of settlement and damage awards against
      directors and officers pursuant to these indemnification provisions. We believe
      that these provisions, the insurance and the indemnity agreements are necessary
      to attract and retain talented and experienced directors and
      officers.




Insofar
      as indemnification for liabilities arising under the Securities Act may be
      permitted to our directors, officers and controlling persons pursuant to the
      foregoing provisions, or otherwise, we have been advised that in the opinion
      of
      the SEC such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable.




**Securities
      Eligible for Future Sale**




Immediately
      after this offering (assuming no exercise of the underwriters’ over-allotment
      option), we will have 31,250,000 shares of common stock outstanding. Of these
      shares, the 25,000,000 shares sold in this offering will be freely tradable
      without restriction or further registration under the Securities Act, except
      for
      any shares purchased by one of our affiliates within the meaning of Rule 144
      under the Securities Act. All of the remaining 6,250,000 shares are restricted
      securities under Rule 144, in that they were issued in private transactions
      not
      involving a public offering. None of those shares will be eligible for sale
      under Rule 144 prior to June 20, 2007.




*Rule
      144*




In
      general, under Rule 144 as currently in effect, a person who has beneficially
      owned restricted shares of our common stock for at least one year would be
      entitled to sell within any three-month period a number of shares that does
      not
      exceed the greater of either of the following:




·
            1%
                of the total number of shares of common stock then outstanding, which
                will
                equal 312,500 shares immediately after this offering;
                or  -82-
 **Table
            of Contents**




·
            the
                average weekly trading volume of the common stock during the four
                calendar
                weeks preceding the filing of a notice on Form 144 with respect to
                the
                sale.




Sales
      under Rule 144 are also limited by manner of sale provisions and notice
      requirements and based on the availability of current public information about
      us.




*Rule
      144(k)*




Under
      Rule 144(k), a person who is not deemed to have been one of our affiliates
      at
      the time of or at any time during the three months preceding a sale, and who
      has
      beneficially owned the restricted shares proposed to be sold for at least two
      years, including the holding period of any prior owner other than an affiliate,
      is entitled to sell their shares without complying with the manner of sale,
      public information, volume limitation or notice provisions of Rule
      144.




*SEC
      position on Rule 144 sales*




The
      SEC
      has taken the position that promoters or affiliates of a blank check company
      and
      its transferees, both before and after a business combination, would act as
      “underwriters” under the Securities Act when reselling the securities of a blank
      check company. Based on that position, Rule 144 would not be available for
      resale transactions despite technical compliance with the requirements of Rule
      144, and such securities can be resold only through a registered
      offering.




*Registration
      rights*




Concurrently
      with the issuance and sale of the securities in this offering, we will enter
      into an agreement with each holder of founders’ securities granting them the
      right to demand that we register the resale of the initial founders’ shares, the
      initial founders’ warrants and the shares of common stock issuable upon exercise
      of the initial founders’ warrants, as applicable. The registration rights are
      exercisable with respect to the shares at any time after the date on which
      these
      securities are no longer subject to the relevant lock-up agreement, and with
      respect to the warrants and the underlying shares of common stock, after the
      warrants become exercisable by their terms. In addition, each holder has certain
      “piggy-back” registration rights on registration statements filed subsequent to
      the date on which these securities are no longer subject to the lock-up
      agreement, or, with respect to the warrants and the underlying shares of common
      stock, after the warrants become exercisable by their terms. Permitted
      transferees will, under certain circumstances, be entitled to the registration
      rights described herein. We will bear the expenses incurred in connection with
      the filing of any such registration statements.




**Listing**




We
      intend
      to apply to have our units listed on the American Stock Exchange under the
      symbol “NTQ.U” and, once the common stock and warrants begin separate trading,
      to have our common stock and warrants listed on the American Stock Exchange
      under the symbols “NTQ” and “NTQ.WS,” respectively.  -83-
 **Table
            of Contents**


**CERTAIN
      U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-UNITED STATES
      HOLDERS**




This
      is a
      general summary of certain United States federal income and estate tax
      considerations with respect to your acquisition, ownership and disposition
      of
      our units if you are a “non-United States holder,” which is a beneficial owner
      other than:




·
            a
                citizen or resident of the United
                States;




·
            a
                corporation, or other entity taxable as a corporation created or
                organized
                in, or under the laws of, the United States or any political subdivision
                of the United States;




·
            an
                estate, the income of which is subject to United States federal income
                taxation regardless of its source;
                or




·
            a
                trust, if either (i) a court within the United States is able to
                exercise
                primary supervision over the administration of the trust and one
                or more
                United States persons have the authority to control all substantial
                decisions of the trust or (ii) such trust has made a valid election
                under
                applicable Treasury regulations to be treated as a United States
                person.




This
      summary does not address all of the United States federal income and estate
      tax
      considerations that may be relevant to you in light of your particular
      circumstances or if you are a beneficial owner subject to special treatment
      under United States federal income tax laws (such as a “controlled foreign
      corporation,” a “passive foreign investment company,” a foreign tax-exempt
      organization, a financial institution, a broker or dealer in securities or
      a
      former United States citizen or resident). This summary does not discuss any
      aspect of state, local or non-United States taxation. This summary is based
      on
      current provisions of the Internal Revenue Code of 1986, as amended (“Code”),
      Treasury regulations, judicial opinions, published positions of the United
      States Internal Revenue Service (“IRS”) and all other applicable authorities,
      all of which are subject to change, possibly with retroactive effect. This
      summary is not intended as tax advice.




If
      a
      partnership holds our units, the tax treatment of a partner will generally
      depend on the status of the partner and the activities of the partnership.
      If
      you are a partner of a partnership holding our units, you should consult your
      tax advisor.




WE
      URGE
      PROSPECTIVE NON-UNITED STATES HOLDERS TO CONSULT THEIR TAX ADVISORS REGARDING
      THE UNITED STATES FEDERAL, STATE, AND LOCAL AND NON-UNITED STATES INCOME, ESTATE
      AND OTHER TAX CONSIDERATIONS WITH RESPECT TO ACQUIRING, HOLDING AND DISPOSING
      OF
      OUR SECURITIES.




**Dividends**




In
      general, any distributions we make to you with respect to your shares of common
      stock that constitute dividends for United States federal income tax purposes
      will be subject to United States withholding tax at a rate of 30% of the gross
      amount, unless you are eligible for a reduced rate of withholding tax under
      an
      applicable income tax treaty and you provide proper certification of your
      eligibility for such reduced rate (usually on an IRS Form W-8BEN). A
      distribution will constitute a dividend for United States federal income tax
      purposes to the extent of our current or accumulated earnings and profits as
      determined under the Code. Any distribution not constituting a dividend will
      be
      treated first as reducing your basis in your shares of common stock and, to
      the
      extent it exceeds your basis, as gain from the disposition of your shares of
      common stock.




Dividends
      we pay to you that are effectively connected with your conduct of a trade or
      business within the United States (and, if certain income tax treaties apply,
      are attributable to a United States permanent establishment maintained by you)
      generally will not be subject to United States withholding tax if you comply
      with applicable certification and disclosure requirements. Instead, such
      dividends generally will be subject to United States federal income tax, net
      of
      certain deductions, at the same graduated individual or corporate rates
      applicable to United States  -84-
 **Table
            of Contents**


persons.
      If you are a corporation, effectively connected income may also be subject
      to a
“branch profits tax” at a rate of 30% (or such lower rate as may be specified by
      an applicable income tax treaty).




**Sale
      or Other Disposition of Securities**




You
      generally will not be subject to United States federal income tax on any gain
      realized upon the sale or other disposition of your units or the components
      thereof unless:




·
            the
                gain is effectively connected with your conduct of a trade or business
                within the United States (and, under certain income tax treaties,
                is
                attributable to a United States permanent establishment you
                maintain);




·
            you
                are an individual, you hold your units, common stock or warrants
                as
                capital assets, you are present in the United States for 183 days
                or more
                in the taxable year of disposition, you meet certain other conditions,
                and
                you are not eligible for relief under an applicable income tax treaty;
                or




·
            we
                are or have been a “United States real property holding corporation” for
                United States federal income tax purposes and (assuming out stock
                is
                “regularly traded” within the meaning of the applicable Treasury
                regulations) you hold or have held, directly or indirectly, more
                than 5%
                of our common stock at any time within the shorter of the five-year
                period
                preceding disposition or your holding period for your units or the
                relevant component thereof. Because the determination of whether
                we are a
                United States real property holding corporation is based on the
                composition of our assets from time to time (including the nature
                of any
                assets acquired in any business combination), we can provide no assurance
                that we will not become a United States real property holding
                corporation.




Gain
      that
      is effectively connected with your conduct of a trade or business within the
      United States generally will be subject to United States federal income tax,
      net
      of certain deductions, at the same rates applicable to United States persons.
      If
      you are a corporation, the branch profits tax also may apply to such effectively
      connected gain. If the gain from the sale or disposition of your shares is
      effectively connected with your conduct of a trade or business in the United
      States but under an applicable income tax treaty is not attributable to a
      permanent establishment you maintain in the United States, your gain may be
      exempt from United States tax under the treaty. If you are described in the
      second bullet point above, you generally will be subject to United States
      federal income tax at a rate of 30% on the gain realized, although the gain
      may
      be offset by some United States source capital losses realized during the same
      taxable year.




**Information
      Reporting and Backup Withholding**




We
      must
      report annually to the IRS the amount of dividends or other distributions we
      pay
      to you on your shares of common stock regardless of whether withholding is
      required. In addition, we must report to the IRS the amount of tax we withhold
      on these dividends. The IRS may make copies of the information returns reporting
      those dividends and amounts withheld available to the tax authorities in the
      country in which you reside pursuant to the provisions of an applicable income
      tax treaty or exchange of information treaty.




The
      United States imposes backup withholding on dividends and certain other types
      of
      payments to United States persons. You will not be subject to backup withholding
      on dividends you receive on your shares of common stock if you provide proper
      certification (usually on an IRS Form W-8BEN) of your status as a non-United
      States person or if you are a corporation or one of several types of entities
      and organizations that qualify for exemption (an “exempt
      recipient”).




Information
      reporting and backup withholding generally are not required with respect to
      the
      amount of any proceeds from the sale of your units, common stock or warrants
      outside the United States through a foreign office of a foreign broker that
      does
      not have certain specified connections to the United States. However, if you
      sell your units, common stock or warrants through a United States broker or
      the
      United States office of a foreign broker, the broker will be required to report
      to the IRS the amount of proceeds paid to you unless (a) you provide appropriate
      certification (usually on an IRS Form W-8BEN) to the broker of your status
      as a
      non-United States person or (b) you  -85-
 **Table
            of Contents**


are
      an
      exempt recipient. Information reporting also would apply if you sell your units,
      common stock or warrants through a foreign broker deriving more than a specified
      percentage of its income from United States sources or having certain other
      connections to the United States.




Any
      amounts withheld with respect to your securities under the backup withholding
      rules will be refunded to you or credited against your United States federal
      income tax liability, if any, if the required information is furnished in a
      timely manner to the IRS.




**Estate
      Tax**




Units
      of
      components thereof owned or treated as owned by an individual who is not a
      citizen or resident (as defined for United States federal estate tax purposes)
      of the United States at the time of his or her death will be included in the
      individual’s gross estate for United States federal estate tax purposes and
      therefore may be subject to United States federal estate tax unless an
      applicable estate tax treaty provides otherwise. Legislation enacted in 2001
      reduces the maximum federal estate tax rate over an eight-year period beginning
      in 2002 and eliminates the tax for estates of decedents dying after December
      31,
      2009. In the absence of renewal legislation, these amendments will expire and
      the federal estate tax provisions in effect immediately prior to 2002 will
      be
      restored for estates of decedents dying after December 31, 2010.




**Selected
      Issues for United States Holders**





In
      general, this disclosure is not addressed to you if you are a United States
      person. If you are a United States person, you should consult your tax advisor
      regarding the tax consequences of acquiring, owning and disposing of the units
      and the components thereof. In determining your basis for the common stock
      and
      warrant composing a unit, you should allocate your purchase price for the unit
      between the components on the basis of their relative fair market
      values.  -86-
 **Table
            of Contents**


**UNDERWRITING**




Citigroup
      Global Markets Inc. is acting as sole bookrunning manager of the offering and
      is
      acting as representative of the underwriters named below. Subject to the terms
      and conditions stated in the underwriting agreement dated the date of this
      prospectus, each underwriter named below has agreed to purchase and we have
      agreed to sell to that underwriter, the number of units set forth opposite
      the
      underwriter’s name.




**Underwriters**
            
            **Number
                of Units**Citigroup
                Global Markets Inc.Total
            
            
            25,000,000





The
      underwriting agreement provides that the obligations of the underwriters to
      purchase the units included in this offering are subject to approval of legal
      matters by counsel and to other conditions. The underwriters are obligated
      to
      purchase all of the units (other than those covered by the over-allotment option
      described below) if they purchase any of the units.




The
      underwriters propose to offer some of the units directly to the public at the
      public offering price set forth on the cover page of this prospectus and some
      of
      the units to dealers at the public offering price less a concession not to
      exceed $[•] per unit. The underwriters may allow, and dealers may reallow, a
      concession not to exceed $[•] per unit on sales to other dealers. If all of the
      units are not sold at the initial offering price, the representatives may change
      the public offering price and the other selling terms. Citigroup Global Markets
      Inc. has advised us that the underwriters do not intend sales to discretionary
      accounts to exceed five percent of the total number of units offered by them.




We
      have
      granted to the underwriters an option, exercisable for 30 days from the date
      of
      this prospectus, to purchase up to 3,750,000 additional units at the public
      offering price less the underwriting discount. The underwriters may exercise
      the
      option solely for the purpose of covering over-allotments, if any, in connection
      with this offering. To the extent the option is exercised, each underwriter
      must
      purchase a number of additional units approximately proportionate to that of
      the
      underwriter’s initial purchase commitment.




We
      and
      our officers and directors have agreed that, for a period of 180 days from
      the
      date of this prospectus, we and they will not, without the prior written consent
      of Citigroup Global Markets Inc., offer, sell, contract to sell, or otherwise
      dispose of, or enter into any transaction which is designed to, or could be
      expected to, result in the disposition, directly or indirectly, including the
      filing (or participation in the filing) of a registration statement with the
      Commission in respect of, any of our units, warrants, shares or other securities
      convertible into or exercisable, or exchangeable for, shares of our common
      stock, or publicly announce an intention to effect any such transaction,
      provided, that pursuant to a registration rights agreement to be entered into
      with each holder of the founders’ securities, we may register with the
      Commission the resale of the initial founders’ shares and the founders’ warrants
      and any shares issuable upon exercise of those warrants.




In
      addition, each holder of the founders’ securities has agreed to certain transfer
      restrictions affecting their shares and warrants as further described in
“Principal Stockholders—Transfer Restrictions.”




**Notice
      to Prospective Investors in the European Economic Area**




In
      relation to each Member State of the European Economic Area which has
      implemented the Prospectus Directive (each, a “Relevant Member State”), with
      effect from and including the date on which the Prospectus Directive is
      implemented in that Relevant Member State (the “Relevant Implementation Date”),
      an offer of our units described in this prospectus may not be made to the public
      in that Relevant Member State prior to the publication of a prospectus in
      relation to our units which has been approved by the competent authority in
      that
      Relevant Member State or, where appropriate, approved in another Relevant Member
      State and notified to the competent authority in that Relevant Member State,
      all
      in accordance with the Prospectus Directive, except that, with effect from
      and
      including the Relevant Implementation Date, an offer of our units may be made
      to
      the public in that Relevant Member State at any time:  -87-
 **Table
            of Contents**


·
            to
                any legal entity that is authorized or regulated to operate in the
                financial markets or, if not so authorized or regulated, whose corporate
                purpose is solely to invest in securities;
                or




·
            to
                any legal entity that has two or more of (1) an average of at least
                250 employees during the last financial year; (2) a total balance
                sheet of more than €43,000,000 and (3) an annual net turnover of more
                than €50,000,000, as shown in its last annual or consolidated accounts;
                or




·
            in
                any other circumstances that do not require the publication of a
                prospectus pursuant to Article 3 of the Prospectus
                Directive.




Each
      purchaser of our units described in this prospectus located within a relevant
      member state will be deemed to have represented, acknowledged and agreed that
      it
      is a “qualified investor” within the meaning of Article 2(1)(e) of the
      Prospectus Directive.




For
      the
      purpose of this provision, the expression an “offer of units to the public” in
      relation to any units in any Relevant Member State means the communication
      in
      any form and by any means of sufficient information on the terms of the offer
      and the units to be offered so as to enable an investor to decide to purchase
      or
      subscribe for the units, as the expression may be varied in that Relevant Member
      State by any measure implementing the Prospectus Directive in that Relevant
      Member State, and the expression “Prospectus Directive” means Directive
      2003/71/EC and includes any relevant implementing measure in each Relevant
      Member State.




The
      sellers of the units have not authorized and do not authorize the making of
      any
      offer of units through any financial intermediary on their behalf, other than
      offers made by the underwriters with a view to the final placement of the units
      as contemplated in this prospectus. Accordingly, no purchaser of the units,
      other than the underwriters, is authorized to make any further offer of the
      units on behalf of the sellers or the underwriters.




**Notice
      to Prospective Investors in the United Kingdom**




This
      prospectus is only being distributed to, and is only directed at, persons in
      the
      United Kingdom that are qualified investors within the meaning of Article
      2(1)(e) of the Prospectus Directive (“Qualified Investors”) that are also (i)
      investment professionals falling within Article 19(5) of the Financial Services
      and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high
      net worth entities, and other persons to whom it may lawfully be communicated,
      falling within Article 49(2)(a) to (d) of the Order (all such persons together
      being referred to as “relevant persons”). This prospectus and its contents are
      confidential and should not be distributed, published or reproduced (in whole
      or
      in part) or disclosed by recipients to any other persons in the United Kingdom.
      Any person in the United Kingdom that is not a relevant persons should not
      act
      or rely on this document or any of its contents.




**Notice
      to Prospective Investors in France**




Neither
      this prospectus nor any other offering material relating to the units described
      in this prospectus has been submitted to the clearance procedures of the
      Autorité des Marchés Financiers or by the competent authority of another member
      state of the European Economic Area and notified to the Autorité des Marchés
      Financiers. The units have not been offered or sold and will not be offered
      or
      sold, directly or indirectly, to the public in France. Neither this prospectus
      nor any other offering material relating to the units has been or will
      be




·
            released,
                issued, distributed or caused to be released, issued or distributed
                to the
                public in France or




·
            used
                in connection with any offer for subscription or sale of the units
                to the
                public in France.




Such
      offers, sales and distributions will be made in France only




·
            to
                qualified investors (*investisseurs
                qualifiés*)
                and/or to a restricted circle of investors (*cercle
                restreint d’investisseurs*),
                in each case investing for their own account, all as defined in,
                and in
                accordance with,





-88-
 **Table
            of Contents**




Article
      L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French *Code
      monétaire et financier* or




·
            to
                investment services providers authorized to engage in portfolio management
                on behalf of third parties or




·
            in
                a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3°
                of the French*Code
                monétaire et financier*and article 211-2 of the General Regulations (*Règlement
                Général*)
                of the Autorité des Marchés Financiers, does not constitute a public offer
                (*appel
                public à l’épargne*).




The
      units
      may be resold directly or indirectly, only in compliance with Articles L.411-1,
      L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French *Code
      monétaire et financier* .




Prior
      to
      this offering, there has been no public market for our securities. Consequently,
      the initial public offering price for the units was determined by negotiations
      among us and the underwriters. The determination of our per unit offering price
      was more arbitrary than would typically be the case if we were an operating
      company. We cannot assure you that the prices at which the units will trade
      in
      the public market after this offering will not be lower than the initial public
      offering price or that an active trading market in our units, common stock
      or
      warrants will develop and continue after this offering.




We
      intend
      to apply to have the units included for trading on the American Stock Exchange
      under the symbol “NTQ.U” and, once the common stock and warrants begin separate
      trading, to have our common stock and warrants listed the American Stock
      Exchange under the symbols “NTQ” and “NTQ.WS,” respectively.




The
      following table shows the underwriting discounts and commissions that we are
      to
      pay to the underwriters in connection with this offering. These amounts are
      shown assuming both no exercise and full exercise of the underwriters’ option to
      purchase additional units.




**Paid
                by NTR Acquisition Co.****No
                Exercise**
            
            **Full
                Exercise**Per
                Unit
            
            $
            0.70
            
            $
            0.70Total
            
            $
            17,500,000
            
            $
            20,125,000





The
      amounts paid by us in the table above include $7.5 million in deferred
      underwriting discounts and commissions (or $8.625 million if the over-allotment
      option is exercised in full), an amount equal to 3.0% of the gross proceeds
      of
      this offering, which will be placed in trust until our completion of an initial
      business combination as described in this prospectus. At that time, the deferred
      underwriting discounts and commissions will be released to the underwriters
      out
      of the balance held in the trust account. If we do not complete an initial
      business combination and the trustee must distribute the balance of the trust
      account, the underwriters have agreed that (i) on our liquidation they will
      forfeit any rights or claims to their deferred underwriting discounts and
      commissions, including any accrued interest thereon, then in the trust account,
      and (ii) the deferred underwriters’ discounts and commission will be
      distributed on a pro rata basis, together with any accrued interest thereon
      and
      net of income taxes payable on such interest, to the public
      stockholders.




In
      connection with the offering, Citigroup Global Markets Inc., on behalf of the
      underwriters, may purchase and sell units in the open market. These transactions
      may include short sales, syndicate covering transactions and stabilizing
      transactions. Short sales involve syndicate sales of units in excess of the
      number of units to be purchased by the underwriters in the offering, which
      creates a syndicate short position. “Covered” short sales are sales of units
      made in an amount up to the number of units represented by the underwriters’
over-allotment option. In determining the source of units to close out the
      covered syndicate short position, the underwriters will consider, among other
      things, the price of units available for purchase in the open market as compared
      to the price at which they may purchase units through the over-allotment option.
      Transactions to close out the covered syndicate short position involve either
      purchases of the units in the open market after the distribution has been
      completed or the exercise of the over-allotment option. The underwriters may
      also make “naked” short sales of units in excess of the over-allotment option.
      The underwriters must close out any naked short position by purchasing units
      in
      the open market.  -89-
 **Table
            of Contents**


A
      naked
      short position is more likely to be created if the underwriters are concerned
      that there may be downward pressure on the price of the units in the open market
      after pricing that could adversely affect investors who purchase in the
      offering. Stabilizing transactions consist of bids for or purchases of units
      in
      the open market while the offering is in progress.




The
      underwriters may impose a penalty bid. Penalty bids permit the underwriters
      to
      reclaim a selling concession from a syndicate member when Citigroup Global
      Markets Inc. repurchases units originally sold by that syndicate member in
      order
      to cover syndicate short positions or make stabilizing purchases.




Any
      of
      these activities may have the effect of preventing or retarding a decline in
      the
      market price of the units. They may also cause the price of the units to be
      higher than the price that would otherwise exist in the open market in the
      absence of these transactions. The underwriters may conduct these transactions
      on the American Stock Exchange or in the over-the-counter market, or otherwise.
      If the underwriters commence any of these transactions, they may discontinue
      them at any time.




We
      estimate that our portion of the total expenses of this offering payable by
      us
      will be $700,000, exclusive of underwriting discounts and commissions.




The
      underwriters may, from time to time, engage in transactions with and perform
      services for us in the ordinary course of their business.




A
      prospectus in electronic format may be made available by one or more of the
      underwriters on a website maintained by one or more of the underwriters.
      Citigroup Global Markets Inc. may agree to allocate a number of units to
      underwriters for sale to their online brokerage account holders. Citigroup
      Global Markets Inc. will allocate units to underwriters that may make Internet
      distributions on the same basis as other allocations. In addition, units may
      be
      sold by the underwriters to securities dealers who resell units to online
      brokerage account holders.




We
      have
      agreed to indemnify the underwriters against certain liabilities, including
      liabilities under the Securities Act, or to contribute to payments the
      underwriters may be required to make because of any of those liabilities.




**Other
      Terms**




We
      are
      not under any contractual obligation to engage any of the underwriters to
      provide any services for us after this offering, and have no present intent
      to
      do so. However, any of the underwriters may introduce us to potential target
      businesses or assist us in raising additional capital in the future.  -90-
 **Table
            of Contents**


**LEGAL
      MATTERS**




The
      validity of the securities offered by this prospectus will be passed upon by
      Cleary Gottlieb Steen & Hamilton LLP, New York, New York. In connection with
      this offering, Davis Polk & Wardwell, New York, New York, is acting as
      counsel to the underwriters.




**EXPERTS**




The
      financial statements of NTR Acquisition Co., a corporation in the development
      stage, as of October 15, 2006, and for the period from June 20, 2006, through
      October 15, 2006, have been included herein in reliance upon the report of
      KPMG
      LLP, independent registered public accounting firm, appearing elsewhere herein,
      and upon the authority of KPMG LLP as experts in accounting and
      auditing.




The
      audit
      report covering the October 15, 2006, financial statements contains an
      explanatory paragraph that states that our business plan is dependent upon
      our
      obtaining adequate financial resources which raises substantial doubt about
      our
      ability to continue as a going concern. The financial statements do not include
      any adjustments that might result from the outcome of that
      uncertainty.




**WHERE
      YOU CAN FIND ADDITIONAL INFORMATION**




We
      have
      filed with the Securities and Exchange Commission a registration statement
      on
      Form S-1 under the Securities Act with respect to the securities we are offering
      by this prospectus. This prospectus does not contain all of the information
      included in the registration statement. For further information about us and
      our
      securities, you should refer to the registration statement and the exhibits
      and
      schedules filed with the registration statement. Whenever we make reference
      in
      this prospectus to any of our contracts, agreements or other documents, the
      references are materially complete but may not include a description of all
      aspects of such contracts, agreements or other documents, and you should refer
      to the exhibits attached to the registration statement for copies of the actual
      contract, agreement or other document.




Upon
      completion of this offering, we will be subject to the information requirements
      of the Exchange Act and will file annual, quarterly and current event reports,
      proxy statements and other information with the SEC. You can read our SEC
      filings, including the registration statement, over the Internet at the SEC’s
      website at www.sec.gov. You may also read and copy any document we file with
      the
      SEC at its public reference facility at 100 F Street, N.E., Washington, D.C.
      20549.




You
      may
      also obtain copies of the documents at prescribed rates by writing to the Public
      Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.
      Please call the SEC at 1-800-SEC-0330 for further information on the operation
      of the public reference facilities.


-91-
 **Table
          of Contents**




**INDEX
      TO FINANCIAL STATEMENTS**




**NTR
      Acquisition Co.**




**Page**Report
                of Independent Registered Public Accounting
                Firm
            F-2Financial
                StatementsBalance
                Sheet
            F-3Statement
                of Operations
            F-4Statement
                of Cash Flows
            F-5Statement
                of Stockholder’s Equity
            F-6Notes
                to Financial Statements
            F-7




F-1
 **Table
          of Contents**




**Report
      of Independent Registered Public Accounting
      Firm**




The
      Board
      of Directors and Stockholders




NTR
      Acquisition Co.:




We
      have
      audited the accompanying balance sheet of NTR Acquisition Co. (a corporation
      in
      the development stage) as of October 15, 2006, and the related statements of
      operations, stockholder’s equity and cash flows for the period from June 2,
      2006 (inception) through October 15, 2006. These financial statements are
      the responsibility of the Company’s management. Our responsibility is to express
      an opinion on these financial statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of NTR Acquisition Co. (a corporation
      in the development stage) as of October 15, 2006, and the results of its
      operations and its cash flows for the period from June 2, 2006 (inception)
      through October 15, 2006, in conformity with U.S. generally accepted
      accounting principles.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company’s business plan is dependent upon its obtaining adequate
      financial resources which raises substantial doubt about its ability to continue
      as a going concern. Management’s plans in regard to these matters are also
      described in Note 1. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.









/s/ KPMG, LLP
    Houston,
    Texas


December
      15, 2006


F-2
 **Table
          of Contents**




**NTR
                  ACQUISITION CO.**(A
                  Corporation in the Development Stage)Balance
                  SheetOctober
                  15, 2006
  **Assets**Cash
                  and cash equivalents
              
              $
              2,484,133Other
                  assets
              
              
              1,306Total
                  current assets
              
              
              2,485,439Deferred
                  offering costs
              
              
              691,344Other
                  assets
              
              
              4,240Total
                  assets
              
              $
              3,181,023**Liabilities
                  and Stockholder's Equity**Accrued
                  expenses
              
              $
              870,681Accrued
                  taxes
              
              
              23,964Notes
                  payable to initial founders
              
              
              49,534Total
                  current liabilities
              
              
              944,179Commitments
                  and contingenciesCommon
                  stock, $0.001 par value. Authorized 200,000,000 shares; issued
                  andoutstanding
                  7,812,500 shares
              
              
              7,813Warrants
              
              
              250,101Paid-in-capital
              
              
              2,267,086Accumulated
                  deficit
              
              
              (288,156
              )2,236,844Total
                  liabilities and stockholder’s equity
              
              $
              3,181,023


See
        accompanying notes to financial statements


F-3
 **Table
          of Contents**




**NTR
                  ACQUISITION CO.**(A
                  Corporation in the Development Stage)Statement
                  of OperationsPeriod
                  from June 2, 2006 (inception) through October 15,
                  2006
  Operating
                  expenses:Professional
                  services
              
              $
              260,620Rent
                  and facilities
              
              
              11,873Formation
                  and operating
              
              
              34,105306,598Loss
                  from operations before other income and income tax expense
              
              
              (306,598
              )Other
                  income and expense:Interest
                  income
              
              
              42,406Other
                  state taxes
              
              
              (23,964
              )Other
                  income
              
              
              18,442Loss
                  before income tax expense
              
              
              (288,156
              )Income
                  tax expense:Current
              
              
              —Deferred
              
              
              —Income tax expense
              
              
              —Net
                  loss
              
              $
              (288,156
              )Loss
                  per share:Basic
              
              $
              (0.04
              )Diluted
              
              
              (0.04
              )Weighted
                  average shares outstanding:Basic
              
              
              7,812,500Diluted
              
              
              7,812,500See
                  accompanying notes to financial statements




F-4
 **Table
          of Contents**




**NTR
                  ACQUISITION CO.**(A
                  Corporation in the Development Stage)Statement
                  of Cash FlowsPeriod
                  from June 2, 2006 (inception) through October 15,
                  2006
  Cash
                  flows from operating activities:Net
                  loss
              
              $
              (288,156
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Changes
                  in assets and liabilities:Other
                  assets
              
              
              (5,546
              )Accrued
                  taxes
              
              
              23,964Accrued
                  expenses
              
              
              179,337Notes
                  payable to initial founders
              
              
              49,534Net
                  cash used in operating activities
              
              
              (40,867
              )Cash
                  flows from financing activities:Proceeds
                  from sale of common stock
              
              
              2,274,899Proceeds
                  from sale of warrants
              
              
              250,101Net
                  cash provided by financing activities
              
              
              2,525,000Net
                  increase in cash
              
              
              2,484,133Cash,
                  beginning of period
              
              
              —Cash,
                  end of period
              
              $
              2,484,133Noncash
                  financing activities:Accrual
                  of deferred offering costs
              
              $
              624,331See
                  accompanying notes to financial statements




F-5
 **Table
          of Contents**


**NTR
                  ACQUISITION CO.**(A
                  Corporation in the Development Stage)Statement
                  of Stockholder’s EquityPeriod
                  from June 2, 2006 (inception) through October 15,
                  2006
  **Common
                  stock**
              
              
              
              **Paid-in-**
              
              **Accumulated****Shares**
              
              **Values**
              
              **Warrants**
              
              **capital**
              
              **deficit**
              
              **Total**Balance
                  at June 2, 2006 (inception)
              
              
              —
              
              $
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Issuance
                  of common shares on October 15, 2006
              
              
              7,812,500
              
              
              7,813
              
              
              —
              
              
              2,267,086
              
              
              —
              
              
              2,274,899Issuance
                  of 4,250,000 warrants on October 15, 2006
              
              
              —
              
              
              —
              
              
              250,101
              
              
              —
              
              
              —
              
              
              250,101Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (288,156
              )
              
              (288,156
              )Balances
                  at October 15, 2006
              
              
              7,812,500
              
              $
              7,813
              
              
              250,101
              
              
              2,267,086
              
              
              (288,156
              )
              
              2,236,844See
                  accompanying notes to financial statements.




F-6
 **Table
          of Contents**




**NTR
      ACQUISITION CO.**


(A
        Corporation in the Development Stage)
  Notes
        to Financial Statements
  October 15,
        2006


**(1)**
                **Organization
                    and Nature of Business Operations; Going Concern
                    Consideration**




NTR
      Acquisition Co. (the Company) was organized under the laws of the State of
      Delaware on June 2, 2006. The Company is currently a wholly owned
      subsidiary of NTR Partners LLC. The Company was formed to acquire, through
      merger, capital stock exchange, asset acquisition or other similar business
      combination, one or more businesses or assets in the energy industry, with
      a
      particular focus on businesses or assets involved in the refining, distribution
      and marketing of petroleum products in North America. The Company has selected
      December 31st as its fiscal year end.




The
      Company has neither engaged in any operations nor generated any revenue to
      date.
      The activity from June 2, 2006 (inception) to October 15, 2006 relates
      to the formation of the Company and the proposed offerings described below.
      The
      Company is considered to be in the development stage and is subject to the
      risks
      associated with activities of development stage companies.




The
      Company’s ability to commence operations is contingent upon its obtaining
      adequate financial resources through a public offering (Public Offering), which
      is discussed in note 3, and a private placement in accordance with
      Section 4(2) of the Securities Act of 1933, as amended (the Private
      Placement, and together with the Public Offering, the “Proposed Offerings”).
      There can be no assurance that the Proposed Offerings will be successful. The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Proposed Offerings, although
      substantially all of the net proceeds of the Proposed Offerings together with
      $2,500,000 of NTR Partners LLC’s $2,525,000 investment in the founders’
securities, as described in note 7, are intended to be applied toward
      consummating an initial business combination. The proceeds from the Proposed
      Offerings will be placed in a trust account. The proceeds in the trust account
      will not be released until the earlier of (i) completion of an initial
      business combination or (ii) liquidation of NTR Acquisition.




Unless
      and until an initial business combination is consummated, proceeds held in
      the
      trust account will not be available for use for any purpose, including the
      payment of expenses related to the Public Offering or the investigation,
      selection and negotiation of an agreement with one or more target businesses,
      except that there may be released to the Company from the trust account
      (i) interest income earned on the trust account balance to pay any income
      taxes on such interest and (ii) interest income earned of up to $3.25
      million on the trust account balance to fund working capital
      requirements.




An
      initial business combination must occur with one or more target businesses
      that
      have a fair market value of at least 80% of the balance in the trust account
      (excluding the deferred underwriting discounts and commissions) at the time
      of
      such business combination. The initial business combination will be consummated
      only if a majority of the shares of common stock voted by the public
      stockholders is voted in favor of the initial business combination and public
      stockholders owning less than 20% of the shares sold in the Public Offering
      exercise their conversion rights.




Public
      stockholders voting against the initial business combination will be entitled
      to
      convert their shares of common stock into a pro rata share of the aggregate
      amount then on deposit in the trust account (before payment of deferred
      underwriting discounts and commissions and including interest earned on the
      their pro rata portion of the trust account, net of income taxes payable on
      such
      interest and net of interest income of up to $3.25 million on the trust
      account balance previously released to the Company to fund working capital
      requirements ) if the initial business combination is approved and
      completed.


F-7
 **Table
          of Contents**




**NTR
        ACQUISITION CO.**
 (A
          Corporation in the Development Stage)
  Notes
          to
          Financial Statements
  October 15,
          2006


If
      the
      Company is unable to complete a business combination by the date that is
      twenty-four months from the date of the Public Offering prospectus, it will
      automatically dissolve and as promptly as practicable thereafter the trustee
      will commence liquidating the investments constituting the trust account and
      distribute the proceeds to the Company’s public stockholders, including any
      interest earned on the trust account not used to cover liquidation expenses,
      net
      of income taxes payable on such interest and net of interest income of up to
      $3.25 million previously released to the Company to fund its working capital
      requirements.




**(2)**
            **Summary
                of Significant Accounting
                Policies**




***(a)***
            ***Cash
                Equivalents and
                Concentrations***




The
      Company considers all highly liquid investments with an original maturity of
      three months or less when purchased, to be cash equivalents. Such cash and
      cash equivalents, at times, may exceed federally insured limits. The Company
      maintains its accounts with financial institutions with high credit
      ratings.




***(b)***
            ***Income
                Taxes***




Income
      taxes are accounted for under the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carryforwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in earnings in the period that includes the enactment
      date.




***(c)***
            ***Earnings
                (Loss) Per Common
                Share***




Basic
      earnings (loss) per share is computed using the weighted average number of
      common shares outstanding. Diluted earnings (loss) per share gives effect to
      the
      potential dilution of earnings which could occur if securities or other
      contracts to issue common stock were exercised or converted into common stock
      or
      resulted in the issuance of common stock that then shared in earnings, if
      dilutive.




The
      4,250,000 warrants to purchase common stock were anti-dilutive and excluded
      from
      the calculation of diluted loss per share for the period ended October 15,
      2006.




***(d)***
            ***Use
                of Estimates***




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




**(3)**
            **Proposed
                Public Offering**




The
      Public Offering calls for the Company to offer for sale up to 25,000,000 units
      (Units). Each Unit consists of one share of the Company’s common stock, and one
      redeemable Common Stock Purchase


F-8
 **Table
          of Contents**


**NTR
        ACQUISITION CO.**
 (A
          Corporation in the Development Stage)
  Notes
          to
          Financial Statements
  October 15,
          2006


Warrant
      (Warrants). Each Warrant will entitle the holder to purchase from the Company
      one share of common stock at an exercise price of $7.50 commencing the later
      of
      (i) the completion of a business combination or
      (ii) thirteen months from the closing of the Public Offering, provided
      in each case that there is a registration statement in effect covering the
      shares of common stock issuable upon exercise of the warrants. The warrants
      expire four years from the effective date of the Proposed Offering or
      earlier upon redemption. The Warrants will be redeemable at a price of $0.01
      per
      Warrant upon 30 days’ notice after the Warrants become exercisable, only in
      the event that the last sale price of the common stock is at least $14.25 per
      share for any 20 trading days within a 30 trading day period ending three
      business days before the Company sends the notice of redemption. There can
      be no
      assurance the planned Public Offering will be successful.




**(4)**
            **Deferred
                Offering Costs**




Deferred
      offering costs consist primarily of legal fees incurred through the balance
      sheet date that are related to the Proposed Offerings and that will be charged
      to capital upon the receipt of the capital raised.




**(5)**
            **Notes
                Payable - Related Party**




The
      Company issued two unsecured promissory notes, totaling $49,534, to its initial
      founders on October 15, 2006 related primarily to the payment of operating,
      formation, and rental costs on behalf of the Company. The notes will not bear
      any interest and shall be repayable, on the earlier of (i) June 30,
      2007 or (ii) the date on which the Company consummates the Public Offering
      of its securities.




**(6)**
            **Income
                Taxes**




The
      Company recorded a deferred income tax asset for the tax effect of a net
      operating loss carryforward of $109,299 as of October 15, 2006. Management
      does not believe it is more likely than not that the benefit associated with
      this net operating loss carryforward will be realized and, therefore, a full
      valuation allowance was recorded.




The
      effective tax rate differs from the statutory rate of 34% due to the increase
      in
      the valuation allowance.




**(7)**
            **Common
                Stock and Warrants**




On
      June
      20, 2006, NTR Partners LLC purchased 7,812,500 initial founders’ shares of
      common stock, 2,500,000 initial founders’ warrants and 1,750,000 million
      performance warrants for a purchase price of $2,525,000 in a private placement
      in connection with the formation of the Company. NTR Partners LLC is a holding
      company founded to form NTR Acquisition Co. and hold an investment in the
      founders’ securities. NTR Partners LLC is a Delaware limited liability company
      owned by Mr. Rodriguez, the Company’s chief executive officer; Mr. Hantke, the
      Company’s vice-chairman and principal financial officer; Gilliam Enterprises
      LLC, a Delaware limited liability company jointly controlled by the Company’s
      non-executive chairman, Mr. Gilliam, and his wife; Hendricks Family LLLP, an
      entity jointly controlled by the Company’s director Mrs. Hendricks and her
      husband; and Mr. Ortale, Mr. Kuchta and Mr. Quarles, the Company’s
      directors.


F-9
 **Table
          of Contents**




**NTR
        ACQUISITION CO.**
 (A
          Corporation in the Development Stage)
  Notes
          to
          Financial Statements
  October 15,
          2006


These
      initial founders’ shares of common stock are identical to the shares included in
      the units to be issued in connection with the planned Public Offering, except
      that each holder of the initial founders’ shares has agreed (i) in connection
      with the stockholder vote required to approve an initial business combination,
      to vote the initial founders’ shares in accordance with a majority of the shares
      of common stock voted by the public stockholders, and (ii) to waive its the
      right to participate in any liquidation distribution with respect to the initial
      founders’ shares if the Company fails to consummate a business
      combination.




Each
      holder of initial founders’ shares has also agreed that it will not to sell or
      transfer the initial founders’ shares for a period of one year from the date the
      Company completes its initial business combination, other than to permitted
      transferees who agree to be subject to these transfer restrictions to waive
      their rights to participate in a liquidation if the Company does not consummate
      its initial business combination and to vote with the majority of public
      stockholders who vote in connection with its initial business combination.
      In
      addition, the initial founders’ shares will be entitled to registration rights
      commencing on the date on which they become transferable under an agreement
      to
      be signed on or before the date of this prospectus.




The
      initial founders’ warrants are identical to those being issued in this offering,
      except that the initial founders’ warrants will be non-redeemable so long as
      they are held by NTR Partners LLC or any of the Company’s founders or their
      permitted transferees.




Each
      of
      the Company’s founders has agreed that it will not to sell or transfer the any
      founders’ warrants such founder holds until after the Company completes its
      initial business combination, other than to permitted transferees who agree
      to
      be subject to these transfer restrictions. In addition, commencing on the date
      on which they become exercisable, the initial founders’ warrants and the shares
      of common stock issuable upon exercise of the warrants will be entitled to
      registration rights under an agreement to be signed on or before the date of
      this prospectus.




The
      proceeds of $2,525,000 were allocated to the initial founders’ shares of common
      stock and initial founders’ warrants on the basis of relative fair value. The
      principal inputs or assumptions underlying management’s calculation of the fair
      value of the initial founders’ warrants included (i) four-year time to
      maturity, (ii) strike price of $6.00, (iii) annualized four-year risk
      free rate of 5.0%, (iv) annualized volatility of between 15-30%,
      (v) initial stock price of approximately $8.00 per share and (vi) a
      business combination to occur within eighteen months.




**(8)**
            **Subsequent
                Event**




On
      December 15, 2006, the Company purchased from the initial founders’ 1,652,000
      shares of common stock and 1,750,000 performance warrants for cash consideration
      of $1.00.


F-10
 **Table
          of Contents**







**$250,000,000**




**NTR
      Acquisition Co.**




**25,000,000
      Units**




**___________**




**PROSPECTUS**




,
      2007




**___________**




**Citigroup**




No
      dealer, salesperson or any other person is authorized to give any information
      or
      make any representations in connection with this offering other than those
      contained in this prospectus and, if given or made, the information or
      representations must not be relied upon as having been authorized by us. This
      prospectus does not constitute an offer to sell or a solicitation of an offer
      to
      buy any security other than the securities offered by this prospectus, or an
      offer to sell or a solicitation of an offer to buy any securities by anyone
      in
      any jurisdiction in which the offer or solicitation is not authorized or is
      unlawful.






**Table
          of Contents**




**PART
      II**




**INFORMATION
      NOT REQUIRED IN PROSPECTUS**




*References
      to “the company,” “the Registrant,” “we,” “us,” “our” and similar expressions in
      this Part II refer to NTR Acquisition Co.*




**Item
      13. Other Expenses Of Issuance And Distribution**




The
      following table sets forth the costs and expenses, other than the underwriting
      discount, payable by us in connection with the offering of the securities being
      registered. All amounts are estimates except the Securities and Exchange
      Commission registration fee, the National Association of Securities Dealers
      Inc.
      filing fee and the initial trustee’s fee.




SEC
                registration fee
            
            $
            31,000NASD
                filing fee
            
            
            30,000American
                Stock Exchange application and listing fees
            
            
            70,000Trustee’s
                fee
            
            
            3,000Warrant
                agent fee and closing costs (1)
            
            
            6,000Accounting
                fees and expenses
            
            
            70,000Legal
                fees and expenses
            
            
            670,000Printing
                and engraving expenses
            
            
            60,000Miscellaneous
            
            
            35,000Total
            
            $
            975,000


(1)
            In
                addition to the fees that are charged by American Stock Transfer
&
                Trust Company as trustee and warrant agent, the Registrant will be
                required to pay to American Stock Transfer & Trust Company aggregate
                annual fees of $9,000 for acting as transfer agent of the Registrant’s
                securities.




**Item
      14. Indemnification of Directors and Officers**




As
      permitted by Section 102 of the Delaware General Corporation Law, we have
      adopted provisions in our certificate of incorporation that will be in effect
      upon the completion of this offering that limit or eliminate the personal
      liability of our directors for a breach of their fiduciary duty of care as
      a
      director. The duty of care generally requires that, when acting on behalf of
      the
      corporation, directors exercise an informed business judgment based on all
      material information reasonably available to them. Consequently, a director
      will
      not be personally liable to us or our stockholders for monetary damages or
      breach of fiduciary duty as a director, except for liability for:




·
            any
                breach of the director’s duty of loyalty to us or our
                stockholders;




·
            any
                act or omission not in good faith or that involves intentional misconduct
                or a knowing violation of law;




·
            any
                act related to unlawful stock repurchases, redemptions or other
                distributions or payments of dividends;
                or




·
            any
                transaction from which the director derived an improper personal
                benefit.




These
      limitations of liability do not affect the availability of equitable remedies
      such as injunctive relief or rescission. Our certificate of incorporation also
      authorizes us to indemnify our officers, directors and other agents to the
      fullest extent permitted under Delaware law.  II-1
 **Table
            of Contents**


As
      permitted by Section 145 of the Delaware General Corporation Law, our bylaws
      provide that:




·
            we
                may indemnify our directors, officers, and employees to the fullest
                extent
                permitted by the Delaware General Corporation Law, subject to limited
                exceptions;




·
            we
                may advance expenses to our directors, officers and employees in
                connection with a legal proceeding to the fullest extent permitted
                by the
                Delaware General Corporation Law, subject to limited exceptions;
                and




·
            the
                rights provided in our bylaws are not
                exclusive.




Our
      certificate of incorporation and our bylaws provide for the indemnification
      provisions described above and elsewhere herein. In addition, we have entered
      or
      will enter into contractual indemnity agreements with our directors and officers
      which may be broader than the specific indemnification provisions contained
      in
      the Delaware General Corporation Law. These indemnity agreements generally
      require us, among other things, to indemnify our officers and directors against
      liabilities that may arise by reason of their status or service as directors
      or
      officers, subject to certain exceptions and limitations. These indemnity
      agreements also require us to advance any expenses incurred by the directors
      or
      officers as a result of any proceeding against them as to which they could
      be
      indemnified. In addition, we have purchased a policy of directors’ and officers’
liability insurance that insures our directors and officers against the cost
      of
      defense, settlement or payment of a judgment in some circumstances. These
      indemnification provisions and the indemnity agreements may be sufficiently
      broad to permit indemnification of our officers and directors for liabilities
      arising under the Securities Act, and reimbursement of expenses incurred in
      connection with such liabilities.




We
      have
      agreed to indemnify the several underwriters against specific liabilities,
      including liabilities under the Securities Act.




**Item
      15. Recent Sales of Unregistered Securities**




On
      June
      20, 2006, NTR Partners LLC purchased 7,812,500 shares of our common stock and
      4.25 million warrants to purchase shares of our common stock (comprising 2.5
      million initial founders’ warrants and 1.75 million performance warrants) for a
      purchase price of $2,525,000. On December 15, 2006, we reacquired for nominal
      consideration 1,562,500 of those shares for retirement as well as all 1,750,000
      million of the performance warrants for cancellation.




This
      sale
      was deemed to be exempt from registration under the Securities Act of 1933
      in
      reliance on Section 4(2) of the Securities Act as a transaction by an issuer
      not
      involving a public offering. In the transaction, the purchaser represented
      its
      intention to acquire the securities for investment only and not with a view
      to
      or for sale in connection with any distribution thereof and appropriate legends
      were affixed to the instruments representing the securities issued in the
      transaction.




Immediately
      prior to the issuance and sale of the securities in this offering, NTR Partners
      LLC, our director Mr. Ortale, Sewanee Partners III, L.P. (affiliated with Mr.
      Ortale), Hendricks Family LLLP (affiliated with our director Mrs. Hendricks),
      Gilliam Enterprises LLC (affiliated with our Chairman Mr. Gilliam) and our
      director Mr. Quarles will collectively purchase 3,350,000 warrants directly
      from
      us at a price of $1.00 per warrant for an aggregate purchase price of $3.35
      million in a private placement.




This
      sale
      of warrants will also be deemed to be exempt from registration under the
      Securities Act of 1933 in reliance on Section 4(2) of the Securities Act as
      a
      transaction by an issuer not involving a public offering. In the transaction,
      we
      will require each purchaser to represent its intention to acquire the securities
      for investment only and not with a view to or for sale in connection with any
      distribution thereof and appropriate legends will be affixed to the instruments
      representing the securities to be issued in the transaction.  II-2
 **Table
            of Contents**


**Item
      16. Exhibits and Financial Statement Schedules.**




(a) The
      following exhibits are filed as part of this Registration
      Statement:




**Exhibit
                No.**
            
            **Description**1.1
            
            Form
                of Underwriting Agreement3.1††
            
            Form
                of Second Amended and Restated Certificate of
                Incorporation3.2††
            
            Form
                of Amended and Restated Bylaws4.1††
            
            Specimen
                Unit Certificate4.2††
            
            Specimen
                Common Stock Certificate4.3
            
            Form
                of Second Amended and Restated Warrant Agreement between the Registrant
                andAmerican
                Stock Transfer & Trust Company4.4
            
            Amended
                Form of Founders’ Warrant Certificate4.7
            
            Amended
                Form of Warrant Certificate for Public Warrants5.1
            
            Opinion
                of Cleary Gottlieb Steen & Hamilton LLP10.1
            
            Amended
                Form of Letter Agreement between the Registrant and founding shareholders
                other than directors and officers10.3
            
            Amended
                Form of Letter Agreement between the Registrant and each director
                and
                officer10.4††
            
            Initial
                Founders’ Securities Purchase Agreement, dated as of June 20, 2006,
                between the Registrant and NTR Partners LLC10.5
            
            Form
                of Registration Rights Agreement among the Registrant, NTR Partners
                LLC
                and the persons named therein10.6
            
            Form
                of Indemnity Agreement between the Registrant and each of its directors
                and executive officers10.7
            
            Form
                of Investment Management Trust Agreement by and between the Registrant
                andAmerican
                Stock Transfer & Trust Company10.8
            
            Form
                of Additional Founders’ Warrant Purchase Agreement14††
            
            Form
                of Code of Conduct and Ethics23.1†
            
            Consent
                of KPMG LLP23.2
            
            Consent
                of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
                5.1)24.1††
            
            Power
                of Attorney99.1††
            
            Form
                of Charter of Audit Committee99.2††
            
            Form
                of Charter of Governance and Nominating Committee





†
            Filed
                herewith


††
            Previously
                filed.




(b) No
      financial statement schedules are required to be filed with this Registration
      Statement.




**Item
      17. Undertakings.**




(a) The
      undersigned hereby undertakes to provide to the underwriter at the closing
      specified in the underwriting agreements, certificates in such denominations
      and
      registered in such names as required by the underwriter to permit prompt
      delivery to each purchaser.




(b) Insofar
      as indemnification for liabilities arising under the Securities Act may be
      permitted to directors, officers and controlling persons of the registrant
      pursuant to the foregoing provisions, or otherwise, the registrant has been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Securities Act
      and
      is, therefore, unenforceable. In the event that a claim for indemnification
      against such liabilities (other than the payment by the registrant of expenses
      incurred or paid by a director, officer or controlling person of the registrant
      in the successful defense of any action, suit or proceeding) is asserted by
      such
      director, officer or controlling person in connection with the securities being
      registered, the registrant will, unless in the opinion of its counsel the matter
      has been settled by controlling precedent, submit to a  II-3
 **Table
            of Contents**


court
      of
      appropriate jurisdiction the question whether such indemnification by it is
      against public policy as expressed in the Securities Act and will be governed
      by
      the final adjudication of such issue.




(c) The
      undersigned registrant hereby undertakes that:




(1) For
      purposes of determining any liability under the Securities Act, the information
      omitted from the form of prospectus filed as part of this registration statement
      in reliance upon Rule 430A and contained in a form of prospectus filed by the
      registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
      Act
      shall be deemed to be part of this registration statement as of the time it
      was
      declared effective.




(2) For
      the
      purpose of determining any liability under the Securities Act, each
      post-effective amendment that contains a form of prospectus shall be deemed
      to
      be a new registration statement relating to the securities offered therein,
      and
      the offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.


II-4
 **Table
          of Contents**




**SIGNATURES**




In
      accordance with the requirements of the Securities Act, the Registrant certifies
      that it has duly caused this Amendment No. 3 to the Registration Statement
      to be
      signed on its behalf by the undersigned, thereunto duly authorized, in the
      City
      of New York, State of New York, on the 18th day of December, 2006.




**NTR
              ACQUISITION CO.**By:
            /s/ MARIO
              E.
              RODRIGUEZName: 
Mario
                E. Rodriguez
              Title:   
                Director and Chief Executive
                Officer




Pursuant
      to the requirements of the Securities Act, this Registration Statement or
      Amendment has been signed by the following persons in the capacities and on
      the
      dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
                MARIO E. RODRIGUEZ
            
            Director
                and Chief Executive Officer
            
            December
                18, 2006Mario
                E. Rodriguez/s/*
            
            Chairman
                of the Board of Directors
            
            December
                18, 2006D.
                Duane Gilliam/s/*
            
            Vice
                Chairman of the Board of Directors and
            
            December
                18, 2006William
                E. Hantke
            
            Principal
                Financial Officer/s/*
            
            Director,
                President and
            
            December
                18, 2006Henry
                M. Kuchta
            
            Chief
                Operating Officer/s/*
            
            Director
            
            December
                18, 2006Maureen
                A. Hendricks/s/*
            
            Director
            
            December
                18, 2006Buford
                H. Ortale/s/*
            
            Director
            
            December
                18, 2006Randal
                K. Quarles*By:
                /s/ MARIO E. RODRIGUEZMario
                E. Rodriguez,*Attorney-In-Fact*




II-5