**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington, D.C.
      20549**







**Form 10-K**





**(Mark
      One)**




x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**




**For
      the fiscal year ended December 31, 2007**




**OR**




 ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**




**For
      the transition period from  _________  to
      _____________**




**Commission
      file number: 001-33544**




**ADVANCED
      TECHNOLOGY ACQUISITION CORP.**


**(Exact
      name of registrant as specified in its charter)**




**Delaware**
            
            **68-0635064****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)**




**14
      A Achimeir Street**


**Ramat
      Gan, Israel 52587**


**(Address
      of principal executive offices, including ZIP Code)**




**011-972-3-751-3707**


**(Registrant’s
      telephone number, including area code)**







**Securities
      registered pursuant to Section 12(b) of the Act:**




**Title
                of each class**
            
            **Name
                of each exchange on which registered**Units,
                each consisting of one share of
              Common
                Stock and one Warrant
              
              Common
                Stock included in the Units
              
              Warrants
                included in the Units
            
            American
                Stock Exchange
              
              
              American
                Stock Exchange
              
              American
                Stock Exchange




**Securities
      registered pursuant to Section 12(g) of the Act:**


**None**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities
      Act:    Yes  ̈ No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Securities
      Act:    Yes  ̈ No x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past
      90 days:    Yes x No  ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K.    x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      definition of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act (Check one):





Large
      accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated
      filer x Smaller
      reporting company  ̈






Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act):    Yes x No  ̈




The
      aggregate market value of units (consisting of one share of common stock and
      one
      warrant) held by non-affiliates of the registrant as of June 30, 2007, as
      reported on the American Stock Exchange was approximately $173,578,125. Shares
      of common stock were not publicly traded on the American Stock Exchange as
      of
      that date.




As
      of
      March 18, 2008, the registrant had 26,953,125 shares of Common Stock
      outstanding.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




None.









**Table
      of Contents**




**ADVANCED
      TECHNOLOGY ACQUISITION CORP.**




**TABLE
      OF CONTENTS**


**Page****PART I**Item
                  1.
              
              BUSINESS
              
              1Item 1A.
              
              RISK
                  FACTORS
              
              14Item 1B.
              
              UNRESOLVED
                  STAFF COMMENTS
              
              35Item
                  2.
              
              PROPERTIES
              
              35Item
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              35Item
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              35**PART
                  II**Item
                  5.
              
              MARKET
                  FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                  PURCHASES OF EQUITY SECURITIES
              
              35Item
                  6.
              
              SELECTED
                  FINANCIAL DATA
              
              37Item
                  7.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS
              
              37Item
                  7A.
              
              QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              
              39Item
                  8.
              
              FINANCIAL
                  STATEMENTS AND SUPPLEMENTARY DATA
              
              40Item
                  9.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
                  DISCLOSURE
              
              50Item
                  9A.
              
              CONTROLS
                  AND PROCEDURES
              
              50Item
                  9B.
              
              OTHER
                  INFORMATION
              
              50**PART
                  III**Item
                  10.
              
              DIRECTORS
                  AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              
              50Item
                  11.
              
              EXECUTIVE
                  COMPENSATION
              
              55Item
                  12.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              56Item
                  13.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              
              58Item
                  14.
              
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              60**PART
                  IV**Item
                  15.
              
              EXHIBITS,
                  FINANCIAL STATEMENT SCHEDULES
              
              60SIGNATURES
              
              61




i


**PART
      I**




**Forward-Looking
      Statements**




*This
      Annual Report on Form 10-K contains forward-looking statements within the
      meaning of the federal securities laws. These statements relate to future events
      or our future financial performance and involve known and unknown risks,
      uncertainties and other factors that may cause our actual results, levels of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed or implied
      by
      the forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the
      negative of these terms or other comparable terminology. These forward-looking
      statements include, but are not limited to, the statements regarding: our
      ability to complete a business combination with one or more target businesses;
      success in retaining or recruiting, or changes required in, our officers, key
      employees or directors following a business combination; our officers and
      directors allocating their time to other businesses and potentially having
      conflicts of interest with our business or in approving a business combination;
      our potential inability to obtain additional financing to complete a business
      combination; liquidation if no business combination occurs; the addition of
      an
      independent director to our board of directors and audit committee; limited
      pool
      of prospective target businesses; potential change in control if we acquire
      one
      or more target businesses for stock; interest to be earned on the trust account;
      uses of our working capital; and risks associated with operations in Israel.
      In
      evaluating these statements, you should specifically consider various factors,
      including the risks outlined under Item 1A, “Risk Factors.” All forward-looking
      statements included in this document are based on information available to
      us on
      the date hereof, and we assume no obligation to revise or publicly release
      the
      results of any revision to any such forward-looking statement, except as may
      otherwise be required by law.*




**Item 1.
      BUSINESS**




**General**




We
      are a
      blank check company organized under the laws of the State of Delaware on August
      24, 2006. We were formed for the purpose of effecting a merger, capital stock
      exchange, asset acquisition, stock purchase or other similar business
      combination with a technology or technology-related business that has operations
      or facilities located in Israel, or that intends to establish operations or
      facilities in Israel, such as research and development, manufacturing or
      executive offices, following our initial business combination. To date, our
      efforts have been limited to organizational activities. We have neither engaged
      in any operations nor generated any revenues to date.




We
      intend
      to utilize cash derived from the proceeds of our completed initial public
      offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination.




Our
      initial business combination must be with an operating business whose fair
      market value is equal to at least 80% of our net assets (excluding deferred
      underwriting fees) at the time of such acquisition. We may seek to raise
      additional funds through the private sale of securities or the incurrence of
      indebtedness that would enable us to effect a business combination with an
      operating business having a fair market value of at least, or greater than,
      80%
      of our net assets at the time of such an acquisition. There is no limitation
      on
      our ability to raise such additional funds through the sale of securities or
      the
      incurrence of indebtedness. We have not entered into any financing arrangements
      or had discussions, formal or otherwise, with any third parties with respect
      to
      such financing arrangements.




A
      registration statement for our initial public offering was declared effective
      on
      June 18, 2007. On June 22, 2007, we closed our initial public offering of
      21,562,500 units (including the underwriters’ over-allotment option of 2,812,500
      units) with each unit consisting of one share of our common stock and one
      warrant, each to purchase one share of our common stock at an exercise price
      of
      $6.00 per share. The units from the initial public offering (including the
      underwriters’ over-allotment option) were sold at an offering price of $8.00 per
      unit. On June 22, 2007, we also consummated the private sale of 3,625,000
      warrants at a price of $1.00 per warrant to certain of our initial stockholders.
      Our common stock and warrants started trading separately on July 11, 2007.





We
      generated gross proceeds of $176,125,000 from the sale of the units in our
      initial public offering and the private placements. After deducting the
      underwriting discounts and commissions, non-accountable expense allowance and
      the offering expenses, the total net proceeds to us from the offering (including
      the underwriters’ over-allotment option) were $163,430,000, of which
      $163,050,000 was deposited into the trust account at Lehman Brothers Inc.,
      maintained by Continental Stock Transfer & Trust Company, acting as trustee,
      and the remaining proceeds of $380,000 became available to be used by us to
      provide for business, legal and accounting due diligence or prospective business
      combinations and continuing general and administrative expenses. In addition,
      $6,468,750, representing the deferred underwriting discounts and commissions,
      were deposited into the trust account for a total of $169,518,750 deposited
      into
      the trust account. The amounts deposited into the trust account remain on
      deposit in the trust account earning interest.




1




The
      funds
      held in the trust account, other than the deferred underwriting discounts and
      commissions, may be used as consideration to pay the sellers of a target
      business with which we ultimately complete a business combination. Up to
      one-half of the interest earned on the trust account, net of taxes, may be
      released to us to complete a business combination. Up to one-half of the
      interest earned on the trust account, net of taxes, may be released to us to
      fund our working capital requirements. Any amounts not paid as consideration
      to
      the sellers of the target business or to the underwriters as deferred
      underwriting discounts and commissions may be used to finance the operations
      of
      the target business.




Our
      offices are located at 14 A Achimeir Street, Ramat Gan 52587 Israel, and our
      telephone number is 011-972-3-751-3707.




**Focus
      on Israel**




Over
      the
      course of the past decade, Israel has emerged as a favorable environment for
      technology and technology-related companies. Based on information publicly
      available from the Israel Venture Capital (IRC) Research Center, the Israel
      Venture Association (IVA) and the Government of Israel’s Ministry of Industry,
      Trade and Labor, we believe that Israel represents an attractive environment
      for
      a target business for several reasons, including:





·  Israel’s
      Central Bureau of Statistics reported that Israel’s Gross Domestic Product grew
      by 4.9% in 2005 and by 5.9% in the first six months of 2006 (on an annualized
      basis), ranking it as one of the fastest growing economies in the Western
      world;




·  Israel’s
      Central Bank reported that foreign investments in Israel have risen
      consecutively in the last three years, reaching $9.7 billion in 2005, a 67%
      rise
      from 2004, and a record $11.9 billion in the first six months of
      2006;




·  According
      to the Israeli Ministry of Industry, Trade and Labor, Israeli companies are
      offered favorable tax incentives and government funding plans;




·  According
      to the Israeli Ministry of Industry, Trade and Labor, Israel offers the modern
      infrastructure, protection and services required for businesses to compete
      effectively including protection of trademarks and patents, a transparent
      financial and legal system and sophisticated capital markets that allow
      companies to simultaneously list their securities on Israeli and foreign
      exchanges;




·  Fitch
      and
      other rating agencies have maintained Israel’s credit rating at “A-”, noting the
      rapid growth of the Israeli economy, Israel’s low government deficit and a
      decrease in the Israeli government’s debt level as positive factors in the
      country’s risk profile;




·  According
      to the Israeli Ministry of Foreign Affairs, Israeli universities and research
      institutions have produced significant research and innovations and, due to
      their outstanding reputation, have attracted prominent scientists, researchers,
      and professors from outside of Israel;




·  According
      to the Israeli Ministry of Finance, Israel has one of the highest per-capita
      ratios of engineers in the world;




·  According
      to the Consulate General of Israel, Israel has more startup companies, in
      absolute terms, than any other country in the world other than the United
      States;




·  Israeli-based
      technology companies rank as the most listed non-U.S. based technology companies
      on the Nasdaq Stock Market, according to the Nasdaq Stock Market, and also
      rank
      highly in the number of listed technology companies on many European stock
      exchanges; and




·  In
      2005,
      the Israeli Government continued its policy of accelerated privatization and
      has
      pledged to maintain this policy in 2006.




2





To
      amplify on these reasons, it is worth noting that Israel offers:





·  **A
      highly educated and trained work force** :
      Israeli
      companies have access to a large pool of software and hardware engineers, a
      majority of whom were trained in Israel Defense Forces’ elite technology units
      or in the former Soviet Union. In addition, due mainly to the highly talented
      and technically educated workforce, many global technology companies have
      established research and development facilities in Israel, including: Microsoft,
      Intel, Hewlett Packard, IBM, Motorola, 3Com, Lucent, Cisco, Applied Materials,
      AOL, National Semiconductors and others. These global technology companies
      also
      serve as a source of seasoned managers and entrepreneurs for emerging growth
      companies.





·  **Commercialization
      and adaptation of defense technologies** :
      Cutting-edge technologies are being developed in Israel for use by the Israeli
      defense forces. Israeli technology companies have successfully converted and
      adapted defense technologies to civilian applications. This is due in part
      to
      the highly trained engineers and technicians who enter the private sector after
      having completed their military service and contribute to the advancement of
      Israeli technology companies.





·  **Government
      incentives** :
      In
      order to boost investment in the technology sector, the Israeli government
      initiated various incentives to both the investment community and to technology
      companies. Various tax breaks and grants from the Office of the Chief Scientist
      are provided to emerging growth companies. These initiatives led to tremendous
      growth in the technology industry during the past decade.





Additionally,
      according to the Israel Venture Capital Research Center, since 1999,
      $11 billion in venture capital has been invested in Israel’s technology
      industry, which funded more than 1,500 technology companies.





We
      believe that this high degree of venture capital being invested in Israel,
      when
      compared to other countries, makes Israel a favorable environment for making
      acquisitions, as there should be a greater number of prospective target
      businesses searching for a way to provide their investors with a return on
      their
      investment, or a liquidity event. Typical liquidity events include an initial
      public offering, a sale or merger, or the payment of a dividend.





We
      will
      not enter into a business combination unless the target company already has
      operations or facilities located in Israel, or that intends to establish
      operations or facilities in Israel, such as research and development,
      manufacturing or executive offices, following our initial business
      combination.




**Effecting
      a Business Combination**




*General*




We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business until such time as a business combination is consummated, if ever.
      We
      intend to use cash derived from the proceeds of our initial offering and the
      sale of the founder warrants simultaneously with the closing of our initial
      offering, and issuances of our capital stock, debt or any combination thereof
      to
      effect a business combination. Although substantially all of the net proceeds
      of
      our initial offering (excluding the amount held in the trust account
      representing the deferred portion of the underwriter’s fees) are intended to be
      generally applied toward effecting a business combination as described in this
      report, the proceeds are not otherwise designated for any more specific purpose.
      A business combination may involve the acquisition of, or merger with, an
      operating business that does not need substantial additional capital but desires
      to establish a public trading market for its shares, while avoiding what it
      may
      deem to be adverse consequences of undertaking a public offering itself. These
      consequences include time delays, significant expense, loss of voting control
      and compliance with various federal and state securities laws. In the
      alternative, a business combination may involve a company that may be
      financially unstable or may possess weak management, but, in our belief,
      possesses long-term growth potential. While we may seek to effect business
      combinations with more than one target business, we will probably have the
      ability, as a result of our limited resources, to effect only a single business
      combination.




3




*We
      have not identified a target business*




To
      date,
      we have not selected any target businesses for a business combination. Subject
      to the requirements that a target business (a) have operations or facilities
      located in Israel, or intends to establish operations or facilities in Israel,
      such as research and development, manufacturing or executive offices, following
      our initial business combination, (b) be in a technology or
      technology-related industry and (c) have a fair market value of at least
      80% of our net assets (excluding deferred underwriting fees) at the time of
      the
      acquisition, as described below in more detail, we will have virtually
      unrestricted flexibility in identifying and selecting a prospective acquisition
      candidate. We have not established any other specific attributes or criteria
      (financial or otherwise) for prospective target businesses. We have not
      conducted any research with respect to identifying potential acquisition
      candidates for our company, or with respect to determining the likelihood or
      probability of whether or not we will be able to locate and complete a business
      combination. Accordingly, there is no basis for investors to evaluate the
      possible merits or risks of the particular target business with which we may
      ultimately complete a business combination. Although our management will
      endeavor to evaluate the risks inherent in a particular target business, we
      cannot make any assurances that we will properly ascertain or assess all
      significant risk factors.




*Sources
      of target businesses*




Target
      business candidates have and
      will
      continue to be brought to our attention from various unaffiliated sources,
      including securities broker-dealers, investment bankers, venture capitalists,
      bankers and other members of the financial community. Target businesses may
      be
      brought to our attention by such unaffiliated sources as a result of being
      solicited by us through calls or mailings. These
      sources may also introduce us to target businesses in which they think we may
      be
      interested on an unsolicited basis since many of these sources will have read
      this report and know what types of business we are targeting.. Our management
      team has extensive experience in the technology and technology-related
      industries, and has the experience and skills necessary to identify, acquire
      and
      assist the appropriate target business or businesses. Furthermore, through
      their
      considerable experience in technology and technology-related businesses, our
      management team has acquired extensive contacts and sources from which to
      generate acquisition opportunities. These contacts and sources include private
      equity and venture capital funds, public and private companies, business
      brokers, investment bankers, attorneys and accountants.




Our
      initial stockholders, our officers and directors, and their affiliates may
      also
      bring to our attention target business candidates that they become aware of
      through their business contacts as a result of formal or informal inquiries
      or
      discussions they may have, as well as attending trade shows or conventions.
      While we do not presently anticipate engaging the services of professional
      firms
      that specialize in business acquisitions on any formal basis, we may engage
      these firms in the future, in which event we may pay a finder’s fee or other
      compensation to be determined in an arm’s length negotiation based on the terms
      of the transaction. In no event, however, will our initial stockholders, our
      officers and directors, or any entity with which they are affiliated, be paid
      any finder’s fee, consulting fee or other compensation prior to, or for services
      they render in order to effectuate, the consummation of a business combination;
      provided, however, that we are permitted to pay a finders fee or other
      compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim,
      Kelner - Technologies Ltd. should they provide us services prior to or in
      connection with a business combination.




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




Subject
      to the requirements that a target business (a) have operations or facilities
      located in Israel, or intends to establish operations or facilities in Israel,
      such as research and development, manufacturing or executive offices, following
      our initial business combination, (b) be in a technology or
      technology-related industry and (c) have a fair market value of at least
      80% of our net assets (excluding deferred underwriting fees) at the time of
      the
      acquisition, as described below in more detail, our management will have
      virtually unrestricted flexibility in identifying and selecting prospective
      target business. We have not established any other specific attributes or
      criteria (financial or otherwise) for prospective target
      businesses.




In
      evaluating a prospective target business, our management team will likely
      consider one or more of the following factors:




·  financial
      condition and results of operations (including whether a business could be
      improved with new management and changes to operational and capital strategies);




4




·  both
      long-term and short-term growth potential (including the degree to which
      opportunities for growth exist through internal expansion, industry
      consolidation, globalization or innovative business strategies);




·  experience
      and skill of the target’s management and availability of additional personnel;




·  competitive
      position (including strength of brands, if any, customer loyalty and product
      quality reltive to its competitors);




·  regulatory
      or technical barriers to entry, and their potential effect on the long-term
      competitive environment of the target business;




·  stage
      of
      development of the products, processes or services including the degree of
      current or potential market acceptance of the products, processes or
      services;




·  capital
      requirements (including required working capital and capital expenditures,
      and
      their effect on the company’s cash flows);




·  earnings
      and operating margins;




·  nature
      of
      the customers and contracts;




·  stability
      and continuity in customer relationships;




·  degree
      of
      current or potential market acceptance of the products, processes or services;




·  proprietary
      features and degree of intellectual property or other protection of the
      products, processes or services;




·  regulatory
      environment of the relevant industry sector; and




·  costs
      associated with effecting the business combination




These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination with an operating business will
      be
      based on the above factors as well as other considerations deemed relevant
      by
      our management team in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we intend
      to
      conduct an extensive due diligence review of the target business that will
      encompass, among other things, meetings with incumbent management and inspection
      of facilities, as well as review of financial and other information that will
      be
      made available to us. This due diligence review will be conducted either by
      our
      management or by unaffiliated third parties we may engage, although we have
      no
      current intention to engage such third parties. We will also seek to have all
      prospective target businesses execute agreements with us waiving any right,
      title, interest or claim of any kind in or to any monies held in the trust.
      If
      any prospective target business refuses to execute such agreement, it is
      unlikely we would continue negotiations with such target business. However,
      we
      would weigh the risks of potential liability and amount of exposure to the
      trust
      fund against the attractiveness of the particular business opportunity in making
      any such decision.




We
      will
      endeavor to structure a business combination so as to achieve the most favorable
      tax treatment to us, the target business and their stockholders, as well as
      our
      own stockholders. We cannot make any assurances, however, that the Internal
      Revenue Service or appropriate state tax authority will agree with our tax
      treatment of the business combination.




5




The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available to otherwise complete a business combination. We will not
      pay
      any finders or consulting fees to our existing stockholders, directors or
      officers or special advisors, or any of their respective affiliates, for
      services rendered in connection with a business combination; provided, however,
      that we are permitted to pay a finders fee or other compensation to Shrem,
      Fudim, Kelner & Co. Ltd. and/or to Shrem, Fudim, Kelner -
      Technologies Ltd. should they provide us services prior to or in connection
      with a business combination. However, our existing stockholders, directors
      and
      officers will receive reimbursement for any reasonable out-of-pocket expenses
      incurred by them in connection with activities on our behalf.




*Fair
      market value of target business*




The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of our net assets (excluding deferred underwriting fees) at the
      time of such acquisition. The fair market value of such business will be
      determined by our board of directors based upon standards generally accepted
      by
      the financial community, such as actual and potential sales, earnings and cash
      flow and book value. If our board is not able to independently determine that
      the target business has a sufficient fair market value or if a conflict of
      interest exists with respect to such determination - which is likely to occur
      only in those situations in which the target business is outside the scope
      of
      the expertise of our officers or in those situations in which the proposed
      business combination was with an entity which is affiliated with any of our
      initial stockholders - we will obtain an opinion from an unaffiliated,
      independent financial services firm with respect to the satisfaction of such
      criteria. Since any opinion, if obtained, would merely state that fair market
      value meets the 80% of net assets threshold, it is not anticipated that copies
      of such opinion would be distributed to our stockholders, although copies will
      be provided to stockholders who request it. We will not be required to obtain
      an
      opinion from an investment banking firm as to the fair market value if our
      board
      of directors independently determines that the target business complies with
      the
      80% threshold.




*Probable
      lack of business diversification*




While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with a target business which satisfies
      the
      minimum valuation standard at the time of such acquisition, as discussed above.
      Consequently, initially, it is probable that we will have the ability to effect
      only a single business combination. Accordingly, the prospects for our success
      may be entirely dependent upon the future performance of a single business.
      Unlike other entities which may have the resources to complete several business
      combinations of entities operating in multiple industries or multiple areas
      of a
      single industry, it is probable that we will not have the resources to diversify
      our operations or benefit from the possible spreading of risks or offsetting
      of
      losses. By consummating a business combination with only a single entity, our
      lack of diversification:




·  will
      result in our dependency upon the performance of a single operating business;




·  will
      result in our dependency upon the development or market acceptance of a single
      or limited number of products, processes or services; and




·  may
      subject us to numerous economic, competitive and regulatory developments, any
      or
      all of which may have a substantial adverse impact upon the particular industry
      in which we may operate subsequent to a business combination. We may not be
      able
      to diversify our operations or benefit from the possible spreading of risks
      or
      offsetting of losses, unlike other entities which may have the resources to
      complete several business combinations in different industries or different
      areas of a single industry so as to diversify risks and offset losses. Further,
      the prospects for our success may be entirely dependent upon the future
      performance of the initial target business we acquire.




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




6




Although
      we intend to closely scrutinize the management of prospective target businesses
      when evaluating the desirability of effecting a business combination, we cannot
      make any assurances that our assessment of the target business’ management will
      prove to be correct. In addition, we cannot make any assurances that the target
      business’ management will have the necessary skills, qualifications or abilities
      to manage a public company. Furthermore, although our directors and officers
      intend to remain associated with us after the consummation of our initial
      business combination, the future role, if any, of our directors and officers
      in
      the target business cannot presently be stated with any certainty since we
      cannot predict the structure of the business combination or the operations
      of
      the target company we will pursue. Although we expect one or more members of
      our
      management to serve on our board of directors following a business combination,
      subject to continued election by the stockholders, it is unlikely that any
      of
      our officers or directors will devote their full efforts to our affairs
      subsequent to a business combination. We may request continued representation
      of
      our management on the board of directors in our negotiation with a target
      company. We will consider a target company’s response to this request in
      determining whether the acquisition is in the best interest of our shareholders.
      Moreover, we cannot make any assurances that our directors and officers will
      have significant experience or knowledge relating to the operations of the
      particular target business acquired. For example, if we were to acquire a target
      business with diverse operations or a division of a company that has a
      specialized operation, we may have to hire additional management personnel
      for
      our post-business combination operations.




Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot make any assurances
      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 of the target business.:




*Opportunity
      for stockholder approval of business combination*




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the structure of the business combination
      is
      such that it would not ordinarily require stockholder approval under applicable
      state law. In connection with seeking stockholder approval of a business
      combination, we will furnish our stockholders with proxy solicitation materials
      prepared in accordance with the Securities Exchange Act of 1934, as amended,
      or
      the Exchange Act, which, among other matters, will include a description of
      the
      operations of the target business and certain required financial information
      regarding the target business.




In
      connection with any vote required for our initial business combination, all
      of
      our existing stockholders, directors and officers, have agreed to vote the
      shares of common stock then owned by them, including any shares of common stock
      purchased in or following our initial offering, in accordance with the majority
      of the shares of common stock voted by the public stockholders other than our
      existing stockholders, directors and officers. As a result, our existing
      stockholders, directors and officers will not have any conversion rights
      attributable to their shares in the event that a business combination
      transaction is approved by a majority of our public stockholders other than
      our
      existing stockholder, directors and officers. We will proceed with the initial
      business combination only if both 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 our initial
      offering exercise their conversion rights.




*Conversion
      rights*




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder, other than our existing stockholders, directors and
      officers, the right to have such stockholder’s shares of common stock converted
      into cash if the stockholder votes against the business combination and the
      business combination is approved and completed. Our existing stockholders,
      directors and officers will not have this right with respect to the shares
      owned
      by them, because they have agreed to vote their shares of common stock in
      accordance with the majority of the shares of common stock voted by the public
      stockholders other than our existing stockholders, directors and officers.
      The
      actual per-share conversion price will be equal to the amount in the trust
      account, including the amount held in the trust account representing the
      deferred portion of the underwriter’s fee, but excluding one-half of the
      interest earned on the trust account, net of taxes payable on such interest,
      that will be released to us on a monthly basis to fund our working capital
      requirements, as of two business days prior to the consummation of the business
      combination, divided by the number of units sold in our initial offering.
      Without taking into account any interest earned on the trust account, the
      initial per-share conversion price would be approximately $7.64, or $0.36 less
      than the per-unit offering price of $8.00. There may be a disincentive for
      public stockholders to exercise their conversion rights due to the fact that
      the
      amount available to such stockholders is likely to be less than the purchase
      price paid for the unit in the offering. Voting against the business combination
      alone will not result in an election to exercise a stockholder’s conversion
      rights. A stockholder must also affirmatively exercise such conversion rights
      at
      or prior to the time the business combination is voted upon by the stockholders.
      An eligible stockholder may request conversion at any time after the mailing
      to
      our stockholders of the proxy statement at or prior to the vote taken with
      respect to a proposed business combination at a meeting held for that purpose,
      but the request will not be granted unless the stockholder votes against the
      business combination and the business combination is approved and completed.
      Any
      request for conversion, once made, may be withdrawn at any time up to the date
      of the meeting. It is anticipated that the funds to be distributed to eligible
      stockholders who elect conversion will be distributed promptly after completion
      of the business combination. Public stockholders who convert their stock into
      their share of the trust account retain their warrants. We will not complete
      any
      proposed business combination for which our public stockholders owning 20%
      or
      more of the shares sold in our initial offering, other than our existing
      stockholders, directors and officers, both vote against a business combination
      and exercise their conversion rights.




7




We
      will
      not complete any business combination if public stockholders owning 25% or
      more
      of the shares sold in our initial public offering exercise their conversion
      rights. Accordingly, it is our understanding and intention in every case to
      structure and consummate a business combination in which approximately 24.99%
      of
      the public stockholders may exercise their conversion rights and the business
      combination will still go forward.




*Liquidation
      if no business combination*




Pursuant
      to the terms of our amended and restated certificate of incorporation, if we
      do
      not complete a business combination by December 22, 2008 (18 months after June
      22, 2007, the date we consummated our initial offering), or by June 22, 2009
      if
      the extension criteria described below have been satisfied, as part of any
      plan
      of dissolution and distribution in accordance with the applicable provisions
      of
      the Delaware General Corporation Law, we will dissolve and distribute to all
      of
      our public stockholders, in proportion to their respective equity interests,
      an
      aggregate sum equal to the amount in the trust account, including the amount
      representing the deferred portion of the underwriter’s fees, but excluding
      one-half of the interest earned on the trust account, net of taxes payable
      on
      such interest, that will be released to us on a monthly basis to fund our
      working capital requirements, plus any remaining net assets. In the event we
      seek stockholder approval for a plan of dissolution and distribution and do
      not
      obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. Pursuant to the terms of our amended and restated
      certificate of incorporation, our board has agreed to dissolve after the expiry
      of those time periods (assuming that there has been no business combination
      consummated), and furthermore, our powers following the expiration of the
      permitted time periods for consummating a business combination will
      automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. The funds held
      in
      the trust account may not be distributed except upon our dissolution and, unless
      and until such approval is obtained from our stockholders, the funds held in
      the
      trust account will not be released. Consequently, holders of a majority of
      our
      outstanding stock must approve our dissolution in order to receive the funds
      held in the trust account and the funds will not be available for any other
      corporate purpose. Upon the approval by our stockholders of our plan of
      dissolution and distribution, we will liquidate the trust account to our public
      stockholders. Our existing stockholders, directors and officers have agreed
      to
      waive their respective rights to participate in any liquidation distribution
      occurring upon our failure to consummate a business combination, but only with
      respect to those shares of common stock owned by them prior to our initial
      offering; they will participate in any liquidation distribution with respect
      to
      any shares of common stock acquired in connection with or following our initial
      offering. There will be no distribution from the trust account with respect
      to
      the warrants and all rights with respect to the warrants will effectively
      terminate upon our liquidation.




Without
      taking into account interest, if any, earned on the trust account, the initial
      per-share liquidation value of the trust account would be approximately $7.64,
      or $0.36 less than the per-unit offering price of $8.00. We also will have
      access to any funds available outside the trust account and to one-half of
      the
      interest earned on the trust account, net of taxes payable on such interest,
      that will be released to us on a monthly basis to fund our working capital
      requirements with which to pay any such potential claims (including costs and
      expenses incurred in connection with our plan of dissolution and liquidation
      currently estimated at approximately $50,000 to $75,000). However, we cannot
      make any assurances that the actual per-share liquidation value of the trust
      account will not be less than approximately $7.64, plus interest, due to claims
      of creditors that exceed the funds available outside the trust account or
      released to us to fund working capital requirements.




8




Placing
      of funds in a trust account may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective acquisition
      targets and other entities with whom we engage in business enter into agreements
      with us waiving any right in or to any monies held in the trust account for
      the
      benefit of our public stockholders, there is no guarantee that they will execute
      such agreements, or even if they execute such agreements, that such waivers
      will
      be enforceable or they would otherwise be prevented from bringing claims against
      the trust account.




If
      any
      third party refused to execute an agreement waiving such claims to the monies
      held in the trust account, we would perform an analysis of the alternatives
      available to us if we chose not to engage such third party and evaluate if
      such
      engagement would be in the best interest of our stockholders if such third
      party
      refused to waive such claims. Examples of possible instances in which we may
      engage a third party that refused to execute a waiver include the engagement
      of
      a third party consultant whose particular expertise or skills are believed
      by
      management to be significantly superior to those of other consultants that
      would
      agree to execute a waiver or in cases where management is unable to find a
      provider of required services willing to provide the waiver. In any event,
      our
      management would perform an analysis of the alternatives available to it and
      would enter into an agreement with a third party that did not execute a waiver
      only if management believed that such third party's engagement would be
      significantly more beneficial to us than any alternative.




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 not seek recourse against
      the
      trust account for any reason. Furthermore, creditors may seek to interfere
      with
      the distribution process under state or federal creditor and bankruptcy laws,
      which could delay the actual distribution of such funds or reduce the amount
      ultimately available for distribution to our public stockholders. If we are
      required to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us that is not dismissed, the funds held in the trust account will
      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.




Accordingly,
      the proceeds held in trust could be subject to claims that could take priority
      over the claims of our public stockholders and the per-share liquidation price
      could be less than approximately $7.64, plus one-half of the interest earned
      on
      the trust account, net of taxes payable on such interest, for the relevant
      period, due to claims of such creditors or other entities.




Our
      founding stockholders, M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV
      Holdings Ltd, have agreed that, subject to the qualifications stated below,
      they
      will be liable to cover claims made by vendors for services rendered or
      contracted for, or for products sold to us, but only if, and to the extent,
      the
      claims reduce the amounts in the trust account available for payment to our
      stockholders in the event of a liquidation. This indemnification is limited
      to
      claims of vendors that do not execute a waiver of all right in or to the monies
      held in the trust account. Claims by vendors or other entities that executed
      such a waiver agreement would not be indemnified by our founding stockholders.
      For the avoidance of doubt, our founding stockholders will not have any
      liability as to any claimed amounts owed - directly or indirectly - including,
      without limitation, liabilities to an acquisition target, any third party who
      executed a waiver or the underwriter of our initial offering, except as set
      forth above.




The
      indemnification provision described above is set forth in the insider letter
      agreements, dated September 29, 2006, which are filed as exhibits to the
      registration statement that was declared effective on June 18,
      2007.




If
      we
      enter into either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination prior to December 22, 2008 (18
      months after June 22, 2007, the date we consummated our initial public
      offering), but are unable to complete the business combination by December
      22,
      2008, then we will have an additional six months in which to complete the
      business combination contemplated by the letter of intent, agreement in
      principle or definitive agreement. If we are unable to do so by June 22, 2009
      (the 24-month period from June 22, 2007, the date we consummated our initial
      public offering), we will then liquidate. Upon notice from us, the trustee
      of
      the trust account will commence liquidating the investments constituting the
      trust account and will turn over the proceeds to our transfer agent for
      distribution to our public stockholders as part of our plan of dissolution
      and
      distribution. We will promptly instruct the trustee to commence liquidating
      the
      investments constituting the trust account after the expiration of the
      applicable 18-month or 24-month period and upon the approval by our stockholders
      of our plan of dissolution and distribution.




9




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
      them in a dissolution. If the corporation complies with certain procedures
      set
      forth in Section 280 of the Delaware General Corporation Law intended to ensure
      that it makes reasonable provision for all claims against it, 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 liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. Although we will make liquidating
      distributions to our stockholders as soon as reasonably possible as part of
      our
      plan of dissolution, we do not intend to comply with those procedures. As such,
      our stockholders could potentially be liable for any claims to the extent of
      distributions received by them in a dissolution and any liability of our
      stockholders may extend beyond the third anniversary of such dissolution.
      Because we will not be complying with Section 280, we will seek stockholder
      approval to comply with Section 281(b) of the Delaware General Corporation
      Law,
      requiring us to adopt a plan of dissolution that will provide for our payment,
      based on facts known to us at such time, of (i) all existing claims, (ii) all
      pending claims and (iii) all claims that may be potentially brought against
      us within the subsequent 10 years. However, because we are a blank check
      company, rather than an operating company, and our operations will be limited
      to
      searching for prospective target businesses to acquire, the only likely claims
      to arise would be from our vendors (such as accountants, lawyers, investment
      bankers, etc.) or potential target businesses. As described above, we are
      obligated to have all vendors, service providers and prospective target
      businesses execute agreements with us waiving any right, title, interest or
      claim of any kind they may have in or to any monies held in the trust account.
      As a result, the claims that could be made against us are significantly limited
      and the likelihood that any claim would result in any liability extending to
      the
      trust is remote. Moreover, because we are obligated to obtain the waiver
      agreements described above, the funds held in trust should be excluded from
      the
      claims of any creditors who executed such agreements in connection with any
      bankruptcy proceeding.




We
      expect
      that all costs associated with the implementation and completion of our
      dissolution and distribution, which currently estimate to be approximately
      $50,000 to $75,000, will be funded by any funds not held in our trust account,
      although we cannot make any assurances that there will be sufficient funds
      for
      such purpose. To the extent such funds are not available, M.O.T.A. Holdings
      Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have agreed to advance the
      necessary funds. However, there can be no assurance that M.O.T.A. Holdings
      Ltd.,
      FSGL Holdings Ltd and OLEV Holdings Ltd will be able to meet their obligations
      under this agreement.




We
      currently believe that any plan of dissolution and distribution subsequent
      to
      the expiration of the 18 and 24 month deadlines would proceed in the following
      manner:




·  our
      board
      of directors will, consistent with its obligations described in our amended
      and
      restated certificate of incorporation to dissolve, prior to the passing of
      such
      deadline, convene and adopt a specific plan of dissolution and distribution,
      which it will then vote to recommend to our stockholders; at such time it will
      also cause to be prepared a preliminary proxy statement setting out such plan
      of
      dissolution and distribution and the board’s recommendation of such plan;




·  upon
      such
      deadline, we would file the preliminary proxy statement with the Securities
      and
      Exchange Commission, or the SEC;




·  if
      the
      SEC does not review the preliminary proxy statement, then 10 days following
      the
      passing of such deadline, we will mail the proxy statements to our stockholders,
      and 30 days following the passing of such deadline we will convene a meeting
      of
      our stockholders at which they will either approve or reject our plan of
      dissolution and distribution; and




·  if
      the
      SEC does review the preliminary proxy statement, we currently estimate that
      we
      will receive their comments 30 days following the passing of such deadline.
      We
      will mail the proxy statements to our stockholders following the conclusion
      of
      the comment and review process (the length of which we cannot predict with
      any
      certainty), and we will convene a meeting of our stockholders at which they
      will
      either approve of reject our plan of dissolution and distribution.




10




In
      the
      event we seek stockholder approval for a plan of dissolution and distribution
      and do not obtain such approval, we will nonetheless continue to pursue
      stockholder approval for our dissolution. Pursuant to the terms of our amended
      and restated certificate of incorporation, our powers following the expiration
      of the permitted time periods for consummating a business combination will
      automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. Other than in
      the
      event of a public stockholder seeking to convert its shares into cash upon
      a
      business combination that such stockholder voted against and that is actually
      completed by us, the funds held in our trust account may not be distributed
      except upon our dissolution and, unless and until such approval is obtained
      from
      our stockholders, the funds held in our trust account will not be released.
      In
      addition, if we seek approval from our stockholders to consummate a business
      combination within 90 days of June 22, 2009 (assuming that the period in which
      we need to consummate a business combination has been extended, as provided
      in
      our amended and restated certificate of incorporation), the proxy statement
      related to such a business combination will also seek stockholder approval
      for
      our board’s recommended plan of distribution and dissolution, in the event our
      stockholders do not approve such a business combination. If no proxy statement
      seeking the approval of our stockholders for a business combination has been
      filed 30 days prior to June 22, 2009, our board will, prior to such date,
      convene, adopt and recommend to our stockholders a plan of dissolution and
      distribution, and on such date file a proxy statement with the SEC seeking
      stockholder approval for such plan. Upon the approval by our stockholders of
      our
      plan of dissolution and distribution, we will liquidate our trust account to
      our
      public stockholders.




In
      connection with the vote required for any business combination, our initial
      stockholders have agreed to vote the shares of common stock then owned by them,
      including any shares of common stock purchased in or following our initial
      offering, in accordance with the vote of the public stockholders owning a
      majority of the shares of our common stock sold in our initial offering. In
      addition, they have agreed to waive their respective rights to participate
      in
      any liquidation distribution but only with respect to their initial shares
      and
      the shares of common stock underlying any founder warrants held by them at
      the
      time of such liquidation.




**Competition**




In
      identifying, evaluating and pursuing a target business, we expect to encounter
      intense competition from other entities having a business objective similar
      to
      ours, including other blank check companies, venture capital funds, leveraged
      buyout funds, private equity firms, operating businesses and other entities
      and
      individuals, both foreign and domestic, competing for acquisitions. Many of
      these entities and individuals are well established and have extensive
      experience identifying and effecting business combinations directly or through
      affiliates. Many of these competitors possess greater technical, human and
      other
      resources than us and our financial resources will be relatively limited when
      contrasted with those of many of these competitors. 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 a target business. Further, the
      following may not be viewed favorably by certain target businesses:




·  our
      obligation to seek stockholder approval of a business combination may impede
      or
      delay the completion of a transaction;




·  our
      obligation to convert shares of common stock into cash in certain instances
      may
      reduce the resources available to effect a business combination; and




·  our
      outstanding warrants and the future dilution they potentially represent may
      not
      be viewed favorably by a target business.




Any
      of
      these factors may place us at a competitive disadvantage in consummating a
      business combination. Our management believes, however, that our status as
      a
      public entity and potential access to the United States public equity markets
      may give us a competitive advantage over privately-held entities having a
      similar business objective as ours in acquiring a target business on favorable
      terms.




If
      we
      succeed in effecting a business combination, there will, in all likelihood,
      be
      intense competition from competitors of the target business. The degree of
      competition characterizing the industry of any prospective target business
      cannot presently be ascertained. We cannot make any assurances that, subsequent
      to a business combination, we will have the resources to compete
      effectively.




11




**Israeli
      Government Programs**




Israeli
      companies are generally subject to income tax on their taxable income at the
      rate of 31% for the year 2006, 29% for 2007, 27% for 2008, 26% for 2009 and
      25%
      for year 2010 and thereafter.




We
      do not
      intend to restrict our search for a business combination to companies that
      could
      benefit from favorable Israeli government programs. However, it is possible
      that
      we would effectuate a business combination with such a company. The Israeli
      government currently provides tax and capital investment incentives to qualified
      domestic companies. Additionally, the Israeli government currently provides
      grant and loan programs relating to research and development, marketing and
      export activities. In recent years, the Israeli government has reduced the
      benefits available under these programs and Israel Government authorities have
      indicated that the government may in the future further reduce or eliminate
      the
      benefits of those programs. We cannot make any assurances that such benefits
      and
      programs would continue to be available following a business combination, or
      if
      available, to what extent. If such benefits and programs were terminated or
      further reduced, it could have an adverse effect on our results of operations
      following a business combination or make a specific business combination less
      attractive.




**The
      Companies Law**




Under
      the
      Companies Law, Israeli companies are subject to certain restrictions with
      respect to changes in control of the company:




**Tender
      Offer** .
      The
      Companies Law provides that an acquisition of shares of a public company must
      be
      made by means of a special tender offer if as a result of the acquisition the
      purchaser would become a holder of 25% or more of the voting power of the
      company. This rule does not apply if there is already another 25% shareholder
      of
      the company. Similarly, the Companies Law provides that an acquisition of shares
      in a public company must be made by means of a special tender offer if as a
      result of the acquisition the purchaser would become a holder of 45% or more
      of
      the voting power of the company, if there is no 45% or greater shareholder
      of
      the company. An acquisition from a 25% or 45% holder, which turns the purchaser
      into a 25% or 45% holder respectively, does not require a tender offer. An
      exception to the tender offer requirement may also apply when the additional
      voting power is obtained by means of a private placement approved by the general
      meeting of shareholders (which approval shall also refer to the purchaser
      becoming a holder of 25% or 45%, as the case may be, of the voting power in
      the
      subject company). These special tender offer requirements do not apply to
      companies whose shares are listed for trading outside of Israel if, under local
      law or the rules of the stock exchange on which their shares are traded, there
      is a limitation on the percentage of control which may be acquired or the
      purchaser is required to make a tender offer to the public.




Furthermore,
      under the Companies Law, a person may not acquire shares in a public company
      if,
      after the acquisition, he will hold more than 90% of the shares or more than
      90%
      of any class of shares of that company, unless a full tender offer is made
      to
      purchase all of the shares or all of the shares of the particular class. The
      Companies Law also provides that as long as a shareholder in a public company
      holds more than 90% of the company’s shares or of a class of shares, that
      shareholder shall be precluded from purchasing any additional shares (an
      exception exists where the shareholder held on February 1, 2000 over 90% of
      the
      shares or of any class of shares, in which case he may purchase additional
      shares by means of a full tender offer, provided that such tender offer is
      accepted by the holders of a majority of the shares or the class of shares,
      as
      the case may be, with respect to which the tender offer is made). If a full
      tender offer is accepted such that less than 5% of the shares of the company
      are
      not tendered, all of the shares will be transferred to the ownership of the
      purchaser. If 5% or more of the shares of the company are not tendered, the
      purchaser may not purchase shares in a manner which will grant him more than
      90%
      of the shares of the company. If a full tender offer is successful, any
      shareholder may petition the court to alter the consideration for the
      acquisition.




12




**Merger** .
      The
      Companies Law permits merger transactions if approved by each party’s board of
      directors and, unless certain requirements described in the Companies Law are
      met, by the holders of a majority of each party’s shares voted on the proposed
      merger at a shareholders’ meeting called on at least 21 days’ prior notice.
      Under the Companies Law, merger transactions may be approved by holders of
      a
      simple majority of our shares present, in person or by proxy, at a general
      meeting and voting on the transaction (unless the company was incorporated
      prior
      to the Companies Law, and did not change its articles of association to allow
      for a simple majority, in which case the approval of 75% of the voting power
      present at the meeting, is necessary for approval). In determining whether
      the
      required majority has approved the merger, if shares of a company are held
      by
      the other party to the merger, or by any person holding at least 25% of the
      outstanding voting shares or 25% of the means of appointing directors of the
      other party to the merger, then a vote against the merger by holders of the
      majority of the shares present and voting, excluding shares held by the other
      party or by such person, or anyone acting on behalf of either of them, is
      sufficient to reject the merger transaction. If the transaction would have
      been
      approved but for the exclusion of the votes of certain shareholders as provided
      above, a court may still approve the merger upon the request of holders of
      at
      least 25% of the voting rights of a company, if the court holds that the merger
      is fair and reasonable, taking into account the value of the parties to the
      merger and the consideration offered to the shareholders. Upon the request
      of a
      creditor of either party to the proposed merger, the court may delay or prevent
      the merger if it concludes that there exists a reasonable concern that, as
      a
      result of the merger, the surviving company will be unable to satisfy the
      obligations of the party not surviving the merger. In addition, a merger may
      not
      be completed unless at least 30 days have passed from the receipt of approval
      of
      each merging company’s shareholders and 50 days have passed from the time that a
      proposal for approval of the merger has been filed by each merging company
      with
      the Israeli Registrar of Companies.




Additional
      Israeli laws may be applicable to us depending on the industry and operations
      of
      the target business.




**Factors
      Considered in Determining Offering Size and Amount to be Deposited in
      Trust**




The
      factors that were considered in determining both the size of the offering and
      the percentage of the proceeds to be deposited in the trust fund were
      market-related and were not, in any way, related to specific companies in the
      target region, none of which have been identified as of this time.




With
      respect to the size of the offering, we, in consultation with the underwriter,
      determined that the target businesses that we are likely to be focused on are
      those with a market capitalization of between $150 million and $400 million.
      As
      it would be our goal to own all or some portion of the combined business
      following a business combination, we determined that the optimal size of our
      initial offering was $200 million, realizing that we can utilize cash on hand,
      borrowed funds, or the issuance of additional securities in order to effect
      a
      business combination.




With
      respect to the percentage of the proceeds to be deposited in the trust fund,
      this was determined based on our sense, following discussions with the
      underwriter, as to what investors are now requiring for these types of
      transactions. The goal behind this process was to maximize the trust fund per
      share so as to benefit the public stockholders. In order to be able to have
      $7.64 per share deposited into the trust fund, certain of our initial
      stockholders have committed to purchase founder warrants from us for an
      aggregate purchase price of $2,000,000.




**Enforceability
      of Certain Civil Liabilities and Agent for Service of Process in the United
      States**




We
      have
      appointed Corporation Service Company as our agent to receive service of process
      in any action against us in the United States. Each of our officers and
      directors has consented to service of process in the State of New York and
      has
      appointed Corporation Service Company as his agent in the State of New York
      upon
      which service of process against him may be made.




Each
      of
      our directors and officers reside outside the United States. As described above,
      each of our officers or directors has consented to service of process in the
      State of New York and to the jurisdiction of the courts of the State of New
      York
      or of the United States of America for the Southern District of New York.
      However, since most of our and such persons’ assets are outside the United
      States, it may not be possible for investors to enforce against them judgments
      of United States courts predicated upon civil liability provisions of the United
      States federal or state securities laws, and the enforceability in Israel of
      a
      judgment obtained in the United States against us or our officers and directors
      may be difficult. Moreover, there is substantial doubt as to the enforceability
      in Israel against us or any of our directors and officers who are not residents
      of the United States, in original actions in Israel of civil liabilities
      predicated solely on the Securities Act of 1933, as amended (referred to herein
      as the Securities Act), or the Exchange Act. This is due to the fact that
      Israeli courts may refuse to hear a claim based on a violation of U.S.
      securities laws because Israel is not the most appropriate forum to bring such
      a
      claim, and even if it would hear the claim it may determine that Israeli law
      and
      not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
      the content of applicable U.S. law must be proved as a fact which can be
      time-consuming and costly.




13




**Facilities**




We
      maintain our executive offices at 14 A Achimeir Street, Ramat Gan 52587 Israel.
      The cost for this space is included in the $10,000 per month fee that LMS Nihul,
      an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings
      Ltd,
      three of our initial stockholders, charges us for general and administrative
      service pursuant to a letter agreement between us and LMS Nihul. This
      arrangement is solely for our benefit and is not intended to provide LMS Nihul
      or our officers or directors compensation in lieu of salary. We believe, based
      on rents and fees for similar services in Israel, that the fee charged by LMS
      Nihul is at least as favorable as we could have obtained from an unaffiliated
      person. We consider our current office space adequate for our current
      operations.




**Legal
      Proceedings**




We
      are
      not a party to any pending legal proceedings.




**Employees**




We
      currently have three officers, two of whom are members of our board of
      directors. These individuals will not receive any compensation prior to the
      consummation of our initial business combination other than reimbursement for
      reasonable out-of-pocket expenses incurred by them on our behalf. These
      individuals are not obligated to devote any specific number of hours to our
      matters and intend to devote only as much time as they deem necessary to our
      affairs. We do not intend to have any full time employees prior to the
      consummation of a business combination.


****Item 1A.****
              **RISK
                    FACTORS**


In
      addition to the other information contained in this Annual Report on
      Form 10-K, we have identified the following risks and uncertainties that
      may have a material adverse effect on our business, financial condition, or
      results of operation. Investors should carefully consider the risks described
      below before making an investment decision. The trading price of our securities
      could decline due to any of these risks, and investors may lose all or part
      of
      their investment.




***Risks
      Associated with Our Business***




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




We
      are a
      recently incorporated development stage company with no operating results to
      date. Therefore, our ability to begin operations is dependent upon obtaining
      financing through the public offering of our securities. Since we do not have
      an
      operating history, there is no basis upon which to evaluate our ability to
      achieve our business objective, which is to acquire a technology or
      technology-related business that has operations or facilities located in Israel,
      or that intends to establish operations or facilities in Israel, such as
      research and development, manufacturing or executive offices, following our
      initial business combination. We have not conducted any discussions and we
      have
      no plans, arrangements or understandings with any prospective acquisition
      candidates. We will not generate any revenues until, at the earliest (if at
      all), after the consummation of a business combination. We cannot make any
      assurances as to when, or if, a business combination will occur.




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




We
      must
      complete a business combination with a fair market value equal to at least
      80%
      of our net assets (excluding deferred underwriting fees) at the time of the
      acquisition by December 22, 2008 (18 months after June 22, 2007, the date we
      consummated our initial public offering (or by June 22, 2009, 24 months after
      the date we consummated our initial public offering) if a letter of intent,
      agreement in principle or a definitive agreement has been executed by December
      22, 2008 and the business combination relating thereto has not yet been
      consummated within such 18-month period). If we fail to consummate a business
      combination within the required time frame, we will be forced to liquidate
      our
      assets. We may not be able to find a suitable target business 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 a business
      combination.




14




***If
      we are forced to dissolve and liquidate before a business combination, our
      public stockholders are likely to receive less than $8.00 per share upon
      distribution of the funds held in the trust account and our warrants will expire
      with no value.***




If
      we are
      unable to complete a business combination and are forced to dissolve and
      liquidate our assets, the per-share liquidation amount is likely to be less
      than
      $8.00, assuming current rates of interest, because of the expenses related
      to
      our initial offering, our general and administrative expenses and the
      anticipated costs of seeking a business combination. Furthermore, there will
      be
      no distribution with respect to our outstanding warrants which will expire
      worthless if we liquidate before the completion of a business
      combination.




***If
      the proceeds held outside the trust are insufficient to allow us to operate
      until at least June 18, 2009, we may be unable to complete a business
      combination.***




We
      believe that, prior to the consummation of a business combination, the sum
      of
      one-half of the interest earned on the trust account, net of taxes payable
      on
      such interest, up to a maximum of $2.0 million, and the $380,000 of proceeds
      held outside of the trust account, will be sufficient to cover our operating
      expenses until June 18, 2009 and to cover the expenses incurred in connection
      with a business combination. These amounts are based on our management’s
      estimate of the amount needed to fund our operations for the 24-month period
      following June 18, 2007, the date our registration statement was declared
      effective, to consummate a business combination and to fund our working capital
      requirements. This estimate may prove inaccurate, especially if we expend a
      significant portion of the available funds in pursuit of a business combination
      that is not consummated. Additionally, although we have no present intention
      to
      do so, it is possible that we will in the future find
      it
      necessary or desirable to use a portion of these funds to make a down payment
      or
      deposit or fund a lock-up or “no-shop” provision, with respect to a potential
      business combination. If so, any such amount would be based on the terms of
      the
      specific transaction and the amount of available funds at the time. If we use
      a
      significant portion of our funds for such a purpose and we are required to
      forfeit such funds (whether as a result of our breach of the agreement relating
      to the original payment or otherwise), we could, if such payment was large
      enough and we had already used some or all of the funds allocated to due
      diligence and related expenses in connection with the aborted transaction,
      be
      left with insufficient funds to continue searching for, or to conduct due
      diligence with respect to, other potential target businesses. In that event,
      we
      may be required to liquidate before the completion of a business combination.
      If
      we do not have sufficient proceeds available to fund our expenses, we may be
      forced to obtain additional financing, either from our existing stockholders,
      directors and officers or from third parties. We may not be able to obtain
      additional financing, and our existing stockholders, directors and officers
      are
      not obligated to provide any additional financing to us. If we do not have
      sufficient funds and are unable to obtain additional financing, we may be forced
      to liquidate prior to consummating a business combination. If we are able to
      obtain additional financing in order to fund due diligence and other expenses
      associated with locating a target business, and if such additional financing
      were in the form of a loan, such loan would be incurred by us. To the extent
      that a business combination is not ultimately consummated and that the funds
      held outside of the trust account are not sufficient to repay such loan,
      M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have agreed
      to
      advance the funds necessary to repay such loan. In the event that M.O.T.A
      Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd are unable to repay
      such
      loan and to the extent that there are not funds available outside of the trust
      account for such purpose, then Moshe Bar-Niv, Dr. Shuki Gleitman and Liora
      Lev have agreed that they will be personally liable to repay such
      loan.




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




Since
      the
      net proceeds of our initial offering are intended to be used to complete a
      business combination with an operating business that has not been identified,
      we
      are deemed to be a “blank check” company under the United States securities
      laws. However, since we have net tangible assets in excess of $5,000,000 upon
      the successful consummation of our initial offering and subsequently filed
      a
      Current Report on Form 8-K with the SEC, including an audited balance sheet
      demonstrating this fact, we believe that we are exempt from the rules
      promulgated by the SEC to protect investors in blank check companies, such
      as
      Rule 419. Accordingly, investors will not be afforded the benefits or
      protections of those rules.




15




***Failure
      to comply with the American Stock Exchange’s requirements regarding the
      composition of our board of directors and audit committee could result in the
      delisting of our common stock from the American Stock Exchange and adversely
      affect the market for our common stock.***




In
      order
      for our common stock to continue to be listed on the American Stock Exchange,
      we
      must comply with listing standards regarding the independence of our board
      of
      directors and members of our audit committee. In particular, the American Stock
      Exchange’s rules require that a majority of our directors and all of the members
      of our audit committee be “independent,” as defined under the American Stock
      Exchange’s rules, by no later than the first anniversary following the
      completion of our initial offering. We do not currently meet these
      requirements.




If
      we are
      unable to change the composition of our board of directors and our board
      committees to comply with these requirements, our common stock may be delisted
      from the American Stock Exchange and the liquidity and trading price of common
      stock may be adversely affected.




***Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to do
      so.***




Based
      on
      publicly available information as of June 18, 2007, the date our registration
      statement was declared effective, since August 2003, approximately 101 similarly
      structured blank check companies have completed initial public offerings in
      the
      United States. Of these companies, only 24 companies have consummated a
      business combination, while 22 other companies have announced that they have
      entered into definitive agreements or letters of intent with respect to
      potential business combinations, but have not yet consummated such business
      combination. Additionally, five of these companies have recently announced
      that
      they will dissolve and distribute their assets to stockholders. Accordingly,
      there are approximately 50 blank check companies in the United States with
      more
      than $4.8 billion in trust that are seeking to carry out a business plan similar
      to our business plan. Furthermore, there are approximately 37 additional
      offerings for blank check companies in the United States seeking to raise more
      than $3.2 billion that are still in the registration process but have not
      completed initial public offerings and there are likely to be more blank check
      companies filing registration statements for initial public offerings prior
      to
      our completion of a business combination. While some of these companies have
      specific industries in which they must identify a potential target business,
      a
      number of these companies may consummate a business combination in any industry
      they choose. As a result, we may be subject to competition from these and other
      companies seeking to consummate a business combination within the technology
      or
      technology-related industries, which, in turn, will result in an increased
      demand for privately-held companies in these industries. Because of this
      competition, we cannot make any assurances that we will be able to effectuate
      a
      business combination within the required time period. Further, because only
      46
      of such companies have either consummated a business combination or entered
      into
      definitive agreements or letters of intent with respect to potential business
      combinations, it may indicate that there are fewer attractive target businesses
      available to such entities or that many privately-held target businesses are
      not
      inclined to enter into these types of transactions with publicly-held blank
      check companies like ours. We cannot make any assurances that we will be able
      to
      successfully compete for an attractive business combination. Additionally,
      because of this competition, we cannot make any assurances that we will be
      able
      to effectuate a business combination within the prescribed time period. If
      we
      are unable to consummate a business combination within the prescribed time
      period, we will be forced to liquidate.




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




We
      expect
      to encounter intense competition from entities other than blank check companies
      having a business objective similar to ours, including venture capital funds,
      leveraged buyout funds and operating businesses 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. 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. Furthermore,
      the obligation we have to seek stockholder approval of a business combination
      may delay the consummation of a transaction. Additionally, 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.
      Because only 46 of the 101 blank check companies that have gone public in the
      United States since August 2003 have either consummated a business combination
      or entered into definitive agreements or letters of intent with respect to
      potential business combinations, it may indicate that there are fewer attractive
      target businesses available to such entities like our company or that many
      privately held target businesses are not inclined to enter into these types
      of
      transactions with publicly held blank check companies like ours. If we are
      unable to consummate a business combination with a target business within 18
      months after the consummation of our initial offering (or within 24 months
      after
      the consummation of our initial offering if a letter of intent, agreement in
      principle or definitive agreement has been executed within 18 months after
      consummation of our initial offering and the business combination has not yet
      been consummated within such 18 month period), we will be forced to
      liquidate.




16




***Under
      Delaware law, the requirements and restrictions relating to our initial offering
      contained in our amended and restated certificate of incorporation may be
      amended, which could reduce or eliminate the protection afforded to our
      stockholders by such requirements and restrictions.***




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




·
            upon
                consummation of our initial offering and the private placement of
                the
                founder warrants, the net proceeds of $147,750,000 were placed into
                the
                trust account, which proceeds may not be disbursed from the trust
                account
                except in connection with, or following, a business combination,
                upon our
                liquidation or as otherwise permitted in our amended and restated
                certificate of incorporation;




·
            prior
                to the consummation of a business combination, we will submit such
                business combination to our stockholders for
                approval;




·
            we
                may consummate the business combination only if approved by a majority
                of
                our stockholders and public stockholders owning less than 40% of
                the
                shares sold in our initial offering exercise their conversion
                rights;




·
            if
                a business combination is approved and consummated, public stockholders
                who voted against the business combination and exercised their conversion
                rights will receive their pro rata share (based on the number of
                units
                sold in our initial offering) of the trust
                account;




·
            if
                a business combination is not consummated or a letter of intent,
                an
                agreement in principle or a definitive agreement is not signed within
                the
                time periods specified in this report, then we will be dissolved
                and
                distribute to all of our public stockholders their pro rata share
                (based
                on the number of units sold in our initial offering) of the trust
                account
                and any remaining net assets; and




·
            we
                may not consummate any other merger, acquisition, stock purchase,
                asset
                purchase or similar transaction other than a business combination
                that
                meets the conditions specified in this report, including the requirement
                that the business combination be with a technology or technology-related
                business that has operations or facilities located in Israel, or
                that
                intends to establish operations or facilities in Israel, such as
                research
                and development, manufacturing or executive offices, following our
                initial
                business combination, and whose fair market value is equal to at
                least 80%
                of our net assets at the time of such business
                combination.




Under
      Delaware law, the foregoing provisions may be amended if our board of directors
      adopts a resolution declaring the advisability of an amendment and calls a
      shareholders meeting, at which the holders of a majority of our outstanding
      stock vote in favor of such amendment. Any such amendment could reduce or
      eliminate the protection afforded to our stockholders by such requirements
      and
      restrictions. However, we view these provisions as obligations to our
      stockholders, and neither we nor our board of directors will propose, or seek
      stockholder approval of, any amendment of these provisions.




17




***Our
      amended and restated certificate of incorporation and by-laws contain certain
      provisions that may make it more difficult, expensive or otherwise discourage,
      a
      tender offer or a change in control or takeover attempt by a third party, even
      if such a transaction would be beneficial to our
      stockholders.***




The
      existence of certain provisions in our amended and restated certificate of
      incorporation and by-laws may have a negative impact on the price of our common
      stock by discouraging a third party from purchasing our common stock. These
      provisions could also have the effect of discouraging a third party from
      pursuing a non-negotiated takeover of our company and preventing certain changes
      of control. In addition to our staggered board, our by-laws require that,
      subject to certain exceptions, any stockholder desiring to propose business
      or
      nominate a person to the board of directors at a stockholders meeting must
      give
      notice of any proposals or nominations within a specified time frame. Our
      by-laws also limit the ability of stockholders to remove directors, call
      stockholders meetings and act by written consent and provide that vacancies
      of
      the board of directors may only be filled by a majority of the remaining
      directors.




***If
      third parties bring claims against us, the proceeds held in the trust account
      could be reduced and the per share liquidation price received by stockholders
      is
      likely to be less than the approximately $7.88 per share held in
      trust.***




Placing
      of funds in a trust account may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective acquisition
      targets and other entities with whom we engage in business enter into agreements
      with us waiving any right in or to any monies held in the trust account for
      the
      benefit of our public stockholders, there is no guarantee that they will execute
      such agreements, or even if they execute such agreements, that such waivers
      will
      be enforceable or they would otherwise be prevented from bringing claims against
      the trust account.




If
      any
      third party refused to execute an agreement waiving such claims to the monies
      held in the trust account, we would perform an analysis of the alternatives
      available to us if we chose not to engage such third party and evaluate if
      such
      engagement would be in the best interest of our stockholders if such third
      party
      refused to waive such claims. Examples of possible instances in which we may
      engage a third party that refused to execute a waiver include the engagement
      of
      a third party consultant whose particular expertise or skills are believed
      by
      management to
      be
      significantly superior to those of other consultants that would agree to execute
      a waiver or in cases where management is unable to find a provider of required
      services willing to provide the waiver. In any event, our management would
      perform an analysis of the alternatives available to it and would enter into
      an
      agreement with a third party that did not execute a waiver only if management
      believed that such third party’s engagement would be significantly more
      beneficial to us than any alternative.




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 not seek recourse against
      the
      trust account for any reason. Furthermore, creditors may seek to interfere
      with
      the distribution process under state or federal creditor and bankruptcy laws,
      which could delay the actual distribution of such funds or reduce the amount
      ultimately available for distribution to our public stockholders. If we are
      required to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us that is not dismissed, the funds held in the trust account will
      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.




The
      ability of our public stockholders to receive the proceeds held in the trust
      account is subject to any valid claims by our creditors which are not covered
      by
      amounts held in the trust account or the indemnification provided by certain
      of
      our initial stockholders (described below). Furthermore, no distributions may
      be
      made from the trust account until provisions for the payment of creditors have
      first been made in accordance with the applicable provisions of Delaware law.
      Accordingly, the proceeds held in trust could be subject to claims that could
      take priority over the claims of our public stockholders and the per-share
      liquidation price could be less than approximately $7.88, plus one-half of
      the
      interest earned on the trust account, net of taxes payable on such interest,
      for
      the relevant period, due to claims of such creditors or other
      entities.




If
      we are
      unable to complete a business combination, and are forced to liquidate and
      distribute the proceeds held in trust to our stockholders, certain of our
      executive officers - specifically, Moshe Bar-Niv, Shuki Gleitman and Liora
      Lev -
      have agreed, subject to the qualifications and exceptions stated below, that
      they will be personally liable, on a joint and several basis, to ensure that
      the
      proceeds in the trust fund are not reduced by claims made by (and only by)
      a
      vendor or service provider for services rendered, or products sold, to us,
      or by
      a prospective acquisition target (each, a “Guaranteed Creditor”). However,
      neither Moshe Bar-Niv, Shuki Gleitman and Liora Lev will have any personal
      liability as to (i) any claimed amounts owed to a Guaranteed Creditor who
      executed a agreement waiving any right, title, claim or interest of any kind
      in
      and to all monies held in the trust, or (ii) as to any claims under our
      indemnity of the underwriters of our initial offering against certain
      liabilities, including liabilities under the Securities Act. They will not
      be
      personally liable to pay any of our debts and obligations except as described
      above.




18




We
      cannot
      make any assurances that Messrs. Bar-Niv and Gleitman and Ms. Lev have
      sufficient funds to satisfy these indemnification obligations or that the
      proceeds in the trust account will not be reduced by such claims.




In
      addition, even after our liquidation (including the distribution of the funds
      held in the trust account), 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 them in a dissolution.
      Accordingly, we cannot make any assurances that third parties will not seek
      to
      recover from our stockholders amounts owed to them by us. Our stockholders
      may
      be held liable for claims by third parties against us to the extent of
      distributions received by them in a dissolution.




***We
      may have insufficient funds not held in our trust account to implement and
      complete our dissolution and distribution.***




We
      expect
      that all costs associated with the implementation and completion of our
      dissolution and distribution, which we currently estimate to be approximately
      $50,000 to $75,000, will be funded by any funds not held in our trust account,
      although we cannot make any assurances that there will be sufficient funds
      for
      such purpose. In addition, our initial shareholders have not provided any
      written indemnity or guarantee with respect to these costs other than with
      respect to costs for vendors or service providers that have not signed a waiver.
      In the event that insufficient funds exist to cover these costs, we would
      commence appropriate litigation if doing so would be in the best interests
      of
      our stockholders, which is a decision that would be made by our board of
      directors based on its fiduciary duties as set forth under Delaware
      law.




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




If
      we do
      not complete a business combination by December 22, 2008, 18 months after the
      date we consummated our initial public offering (or by June 22, 2009, 24 months
      after the date we consummated our initial public offering if a letter of intent,
      agreement in principle or definitive agreement is executed within 18 months
      after the consummation of our initial public offering and the business
      combination relating thereto is not consummated within such 18-month period),
      we
      will dissolve. Under Sections 280 through 282 of 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 them in a
      dissolution. If the corporation complies with certain procedures intended to
      ensure that it makes reasonable provision for all claims against it, 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 liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. Although we will seek stockholder approval
      to liquidate the trust account to our public stockholders as part of our plan
      of
      dissolution and distribution, we do not intend to comply with those procedures.
      In the event that our board recommends and our stockholders approve a plan
      of
      dissolution and distribution where it is subsequently determined that the
      reserve for claims and liabilities was insufficient, stockholders who received
      a
      return of funds could be liable for claims made by creditors. As such, our
      stockholders could potentially be liable for any claims to the extent of
      distributions received by them in a dissolution and any liability of our
      stockholders may extend beyond the third anniversary of such dissolution.
      Accordingly, we cannot make any assurances that third parties will not seek
      to
      recover from our stockholders amounts owed to them by us.




19




***In
      certain circumstances, our board of directors may be viewed as having breached
      their fiduciary duties to our creditors, thereby exposing itself and our company
      to claims of punitive damages.***




If
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us which is not dismissed, any distributions received by stockholders
      could be viewed under applicable debtor/creditor and/or bankruptcy laws as
      either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
      bankruptcy court could seek to recover all amounts received by our stockholders.
      Furthermore, because we intend to distribute the proceeds held in the trust
      account to our public stockholders promptly upon the expiration of the 18-month
      or 24-month time periods, this may be viewed or interpreted as giving preference
      to our public stockholders over any potential creditors with respect to access
      to or distributions from our assets. Furthermore, our board of directors may
      be
      viewed as having breached their fiduciary duties to our creditors and/or may
      have acted in bad faith, and thereby exposing itself and our company to claims
      of punitive damages, by paying public stockholders from the trust account prior
      to addressing the claims of creditors and/or complying with certain provisions
      of the Delaware General Corporation Law with respect to our dissolution and
      liquidation. We cannot make any assurances that claims will not be brought
      against us for these reasons.




***If
      we do not consummate a business combination and dissolve, payments from the
      trust account to our public stockholders may be
      delayed.***




We
      currently believe that any plan of dissolution and distribution subsequent
      to
      the expiration of the 18 and 24 month deadlines would proceed in approximately
      the following manner:




·
            our
                board of directors will, consistent with its obligations described
                in our
                amended and restated certificate of incorporation to dissolve, prior
                to
                the passing of such deadline, convene and adopt a specific plan of
                dissolution and distribution, which it will then vote to recommend
                to our
                stockholders; at such time it will also cause to be prepared a preliminary
                proxy statement setting out such plan of dissolution and distribution
                as
                well as the board’s recommendation of such
                plan;




·
            upon
                such deadline, we would file our preliminary proxy statement with
                the
                SEC;




·
            if
                the SEC does not review the preliminary proxy statement, then, 10
                days
                following the passing of such deadline, we will mail the proxy statements
                to our stockholders, and 30 days following the passing of such deadline
                we
                will convene a meeting of our stockholders, at which they will either
                approve or reject our plan of dissolution and distribution;
                and




·
            if
                the SEC does review the preliminary proxy statement, we currently
                estimate
                that we will receive their comments 30 days following the passing
                of such
                deadline. We will mail the proxy statements to our stockholders following
                the conclusion of the comment and review process (the length of which
                we
                cannot predict with any certainty, and which may be substantial)
                and we
                will convene a meeting of our stockholders at which they will either
                approve or reject our plan of dissolution and
                distribution.




In
      the
      event we seek stockholder approval for a plan of dissolution and distribution
      and do not obtain such approval, we will nonetheless continue to pursue
      stockholder approval for our dissolution. Pursuant to the terms of our amended
      and restated certificate of incorporation, our powers following the expiration
      of the permitted time periods for consummating a business combination will
      automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. The funds held
      in
      our trust account may not be distributed except upon our dissolution and, unless
      and until such approval is obtained from our stockholders, the funds held in
      our
      trust account will not be released. Consequently, holders of a majority of
      our
      outstanding stock must approve our dissolution in order to receive the funds
      held in our trust account and the funds will not be available for any other
      corporate purpose.




These
      procedures, or a vote to reject any plan of dissolution and distribution by
      our
      stockholders, may result in substantial delays in the liquidation of our trust
      account to our public stockholders as part of our plan of dissolution and
      distribution.




20




***Since
      we have not selected any prospective target businesses with which to complete
      a
      business combination, there is no basis to evaluate the merits or risks of
      any
      particular target business’ operations.***




Since
      we
      have not yet selected or approached any prospective target businesses with
      respect to a business combination, there is no basis to evaluate the possible
      merits or risks of any particular target business’ operations, financial
      condition or prospects. To the extent we complete a business combination, we
      may
      be affected by numerous risks inherent in the business operations of the
      acquired company or companies. Although our management will endeavor to evaluate
      the risks inherent in a particular target business, we cannot make any
      assurances that we will properly ascertain or assess all of the significant
      risk
      factors, or that we will have adequate time to complete due diligence. We also
      cannot make any assurances that an investment in our units will not ultimately
      prove to be less favorable to investors in our initial offering than a direct
      investment, if an opportunity were available, in any particular target
      business.




***A
      significant portion of working capital could be expended in pursuing
      acquisitions that are not consummated.***




It
      is
      anticipated 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 time and attention
      and
      substantial costs for accountants, attorneys and others. In addition, we may
      opt
      to make down payments or pay exclusivity or similar fees in connection with
      structuring and negotiating a business combination. If a decision is made not
      to
      complete a specific business combination, the costs incurred up to that point
      in
      connection with the abandoned transaction, potentially including down payments
      or exclusivity or similar fees, 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 those beyond
      our
      control such as that 40% or more of our public stockholders vote against the
      transaction even though a majority of our public stockholders approve the
      transaction. Any such event will result in a loss to us of the related costs
      incurred, which could adversely affect subsequent attempts to locate and acquire
      or merge with another business.




***We
      may issue additional shares of our capital stock, including through convertible
      debt securities, to complete a business combination, which would reduce the
      equity interest of our stockholders and may cause a change in control of our
      ownership.***




Our
      amended and restated certificate of incorporation authorizes the issuance of
      up
      to 100,000,000 shares of common stock, par value $0.0001 per share, and
      1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately
      after our initial offering and the sale of the founder warrants, there were
      30,875,000 authorized but unissued shares of our common stock available for
      issuance (after appropriate reservation of shares issuable upon full exercise
      of
      our outstanding warrants, including the founder warrants, and the purchase
      option issued to CRT Capital Group LLC and I-Bankers Securities, Inc. and all
      of
      the 1,000,000 shares of preferred stock available for issuance. Although we
      have
      no commitments as of the date hereof to issue any additional securities, we may
      issue
      a substantial number of additional shares of our common stock or preferred
      stock, or a combination of both, including through convertible debt securities,
      to complete a business combination. The issuance of additional shares of our
      common stock or any number of shares of preferred stock, including upon
      conversion of any debt securities:




·
            may
                significantly reduce the equity interest of investors in our initial
                offering;




·
            may
                subordinate the rights of holders of common stock if preferred stock
                is
                issued with rights senior to those afforded to our common
                stock;




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




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




***We
      may issue notes or other debt securities, or obtain bank financing, to complete
      a business combination, which may adversely affect our leverage and financial
      condition.***




Although
      we have no commitments as of the date hereof to incur any debt, we may choose
      to
      issue notes or other debt securities, or obtain bank financing, to finance
      a
      business combination. The incurrence of debt may:




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




21




·
            cause
                an acceleration of our obligation to repay the debt, even if we make
                all
                principal and interest payments when due, if we breach the covenants
                contained in the terms of any debt;




·
            require
                us to execute documents that contain covenants such as ones that
                require
                the maintenance of certain financial ratios or reserves, without
                a waiver
                or renegotiation of such covenants;




·
            create
                an obligation to immediately repay all principal and accrued interest,
                if
                any, upon demand to the extent any debt securities are payable on
                demand;




·
            hinder
                our ability to obtain additional financing, if necessary, to the
                extent
                any debt securities contain covenants restricting our ability to
                obtain
                additional financing while such security is outstanding, or to the
                extent
                our existing leverage discourages other potential
                investors;




·
            limit
                our flexibility in planning for and reacting to changes in our business
                and in the industry in which we
                operate;




·
            make
                us more vulnerable to adverse changes in general economic, industry
                and
                competitive conditions and adverse changes in government
                regulation;




·
            limit
                our ability to borrow additional amounts for working capital, capital
                expenditures, acquisitions, debt service requirements, execution
                of our
                strategy, or other purposes; and




·
            place
                us at a disadvantage compared to our competitors who have less
                debt.




***Unlike
      most other blank check offerings, we allow up to approximately 39.99% of our
      public stockholders to exercise their conversion rights. This higher threshold
      will make it easier for us to consummate a business combination with which
      our
      stockholders may not agree, and our stockholders may not receive the full amount
      of your original investment upon exercise of your conversion
      rights.***




When
      we
      seek stockholder approval of a business combination, we will offer each public
      stockholder (other than our existing stockholders) the right to have his, her
      or
      its shares of common stock converted to cash if the stockholder votes against
      the business combination and the business combination is approved and
      consummated. We will consummate the initial business combination only if
      the following two conditions are met: (i) a majority of the shares of
      common stock voted by the public stockholders are voted in favor of the business
      combination and (ii) public stockholders owning 40% or more of the shares
      sold in our initial offering do not vote against the business combination and
      exercise their conversion rights. Most other blank check companies have a
      conversion threshold of 20%,
      which makes it more difficult for such companies to consummate their initial
      business combination. Thus, because we permit a larger number of stockholders
      to
      exercise their conversion rights, it will be easier for us to consummate an
      initial business combination with a target business which you may believe is
      not
      suitable for us, and you may not receive the full amount of your original
      investment upon exercise of your conversion rights.




***Unlike
      most other blank check offerings, we allow up to approximately 39.99% of our
      public stockholders to exercise their conversion rights. The ability of a larger
      number of our stockholders to exercise their conversion rights may not allow
      us
      to consummate the most desirable business combination or optimize our capital
      structure.***




When
      we
      seek stockholder approval of a business combination, we will offer each public
      stockholder (other than our existing stockholders) the right to have his, her
      or
      its shares of common stock converted to cash if the stockholder votes against
      the business combination and the business combination is approved and
      consummated. Such holder must both vote against such business combination and
      then exercise his, her or its conversion rights to receive a pro rata share
      of
      the trust account. Unlike most other blank check offerings which have a 20%
      threshold, we allow up to approximately 39.99% of our public stockholders to
      exercise their conversion rights. Accordingly, if our business combination
      requires us to use substantially all of our cash to pay the purchase price,
      because we will not know how many stockholders may exercise such conversion
      rights, we may either need to reserve part of the trust account for possible
      payment upon such conversion, or we may need to arrange third party financing
      to
      help fund our business combination in case a larger percentage of stockholders
      exercise their conversion rights than we expect. In the event that the
      acquisition involves the issuance of our stock as consideration, we may be
      required to issue a higher percentage of our stock to make up for a shortfall
      in
      funds. Raising additional funds to cover any shortfall may involve dilutive
      equity financing or incurring indebtedness at higher than desirable levels.
      This
      may limit our ability to effectuate the most attractive business combination
      available to us.




22




***Our
      ability to successfully effect a business combination and to be successful
      afterwards will be totally dependent upon the efforts of our key personnel,
      some
      of whom may join us following a business combination.***




Our
      ability to be successful following a business combination will depend upon
      the
      efforts of our key personnel. The future role of our key personnel following
      a
      business combination, however, cannot presently be ascertained. In making the
      determination whether current management should remain with us following the
      business combination, management will analyze the experience and skill set
      of
      the target business’ management and negotiate as part of the business
      combination that certain members of current management remain if it is believed
      that doing so is in the best interests of the combined company post-business
      combination. While we intend to closely scrutinize any individuals we engage
      after a business combination, we cannot make any assurances that our assessment
      of these individuals will prove to be correct. Furthermore, these individuals
      may be unfamiliar with the requirements of operating a public company which
      could cause us to have to expend time and resources helping them become familiar
      with such requirements. This could be expensive and time-consuming and could
      lead to various regulatory issues which may adversely affect our
      operations.




***The
      loss of key directors and officers could adversely affect our ability to
      consummate a business combination.***




Our
      operations are dependent upon a relatively small group of key directors and
      officers consisting of Moshe Bar-Niv, our Chairman and director; Liora Lev,
      our
      Chief Executive Officer and director; and Shuki Gleitman, our Chief Technology
      Officer and director. We believe that our success depends on the continued
      service of our key directors and officers. We cannot make any assurances that
      such individuals will remain with us for the immediate or foreseeable future.
      We
      do not have employment contracts with any of our current officers. The
      unexpected loss of the services of one or more of these key officers or
      directors could adversely affect our ability to consummate a business
      combination.




***Our
      directors and officers will allocate their time to other businesses, and,
      according, may have conflicts of interest in determining as to how much time
      to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.***




Our
      directors and officers are not required to, and will not, commit their full
      time
      to our affairs, which may result in a conflict of interest in allocating their
      time between our operations and other businesses. We do not intend to have
      any
      full-time employees prior to the consummation of a business combination. Each
      of
      our officers is engaged in several other business endeavors and is not obligated
      to contribute any specific number of hours per week to our affairs. If our
      officers’ and directors’ other business affairs require them to devote
      substantial amounts of
      time
      to such affairs, it could limit their ability to devote time to our affairs
      and
      could have a negative impact on our ability to consummate a business
      combination.




***Our
      directors and officers are and may in the future become affiliated with other
      businesses in, or investing in, technology or technology-related industries
      and,
      accordingly, may have conflicts of interest in determining to which entity
      a
      particular business opportunity should be presented.***




Following
      the consummation of our initial offering and until we consummate a business
      combination, we intend to engage in the business of identifying and acquiring
      a
      potential target business in a technology or technology-related industry. Our
      directors and officers are, and may in the future, become affiliated with
      entities, including other blank check companies, that are engaged in a similar
      business. Further, certain of our directors and officers are currently involved
      in other businesses in, or investing in, technology or technology-related
      industries. Our directors and officers may become aware of business
      opportunities that may be appropriate for presentation to us as well as the
      other entities with which they are or may be affiliated. Due to these existing
      and potential future affiliations with these and other entities, they 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. We cannot make any assurances that these conflicts will be resolved
      in our favor. At this time, none of our officers or directors are or have been
      affiliated with another blank check company.




23




***While
      we currently have no plans to combine with an entity affiliated with one or
      more
      of our initial stockholders, we are not prohibited from doing so. As a result,
      our officers and directors may have personal financial interests in approving
      a
      specific business combination.***




We
      currently have no plans to combine with an entity affiliated with one or more
      of
      our initial stockholders and our management is not aware of any potential
      business combination opportunity with any such affiliated entities.




If,
      however, it is later determined that this is in the best interest of our
      stockholders, we may propose to acquire an affiliated company as a “business
      combination.” In particular, there is nothing in our amended and restated
      certificate of incorporation or any contractual arrangements to which we are
      a
      party which would prohibit us from doing so.




In
      the
      event that we were to propose a business combination with an entity affiliated
      with one or more of our initial stockholders, purchasers of the shares being
      offered in our initial offering would have two protections:




·
            In
                connection with the vote required for any business combination, our
                initial stockholders have agreed to vote their respective initial
                shares
                of common stock in accordance with the vote of the public stockholders
                holding a majority of the shares of common stock sold in our initial
                offering. Consequently, unless a majority of the shares held by
                non-affiliates are voted in favor of any proposed acquisition, the
                acquisition will not be
                consummated.




·
            We
                have agreed not to consummate a business combination with an entity
                which
                is affiliated with any of our initial stockholders unless we obtain
                an
                opinion from an independent investment banking firm stating that
                the
                business combination is fair to our stockholders from a financial
                point of
                view.




Despite
      the foregoing, potential conflicts of interest may still exist and, as a result,
      the terms of the business combination may not be as advantageous to our public
      stockholders as they would be absent any conflicts of interest.




***Because
      all of our directors and officers own shares of our securities that will not
      participate in liquidation distributions, they may have a conflict of interest
      in determining whether a particular target business is appropriate for a
      business combination.***




All
      of
      our directors and officers own stock in our company. Our directors and officers,
      as well as our initial stockholders, have waived their right to receive
      distributions upon our liquidation in the event we fail to complete a business
      combination. Furthermore, certain of our initial stockholders (specifically,
      M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim,
      Kelner - Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha
      Yanay) purchased an aggregate of 3,625,000 warrants in a private placement
      simultaneously with the consummation of our initial offering. The shares of
      common stock and warrants owned by such directors and officers and their
      affiliates will be worthless if we do not consummate a business combination.
      The personal
      and financial interests of our directors and officers may influence their
      motivation in identifying and selecting a target business and completing a
      business combination in a timely manner. Consequently, our directors’ and
      officers’ discretion in identifying and selecting a suitable target business 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
      directors’ and officers’ interests in obtaining reimbursement for any reasonable
      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.***




Our
      existing stockholders, directors and officers will not receive reimbursement
      for
      any out-of-pocket expenses incurred by them to the extent that such expenses
      exceed the sum of one-half of the interest earned on the trust account, net
      of
      taxes payable on such interest, up to a maximum of $2.0 million, and the
      $380,000 of proceeds held outside of the trust account, unless a business
      combination is consummated. The amounts of available proceeds and the interest
      earned on the trust account, net of taxes payable on such interest, available
      to
      us to fund our working capital requirements are based on our management’s
      estimate of the amount needed to fund our operations until June 22, 2009 and
      to
      consummate a business combination. This estimate may prove to be inaccurate,
      especially if a portion of the available proceeds and the interest on the trust
      account available for working capital purposes is used to make a down payment
      in
      connection with a business combination or pay exclusivity or similar fees or
      if
      we expend a significant portion in pursuit of an acquisition that is not
      consummated. The financial interest of our directors and officers could
      influence their motivation in selecting a target business, and thus there may
      be
      a conflict of interest when determining whether a particular business
      combination is in our public stockholders’ best interest.




24




***If
      our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
      may experience difficulty in completing customer transactions and trading
      activity in our securities may be adversely affected.***




If
      at any
      time we have net tangible assets of $5,000,000 or less and our common stock
      has
      a market price per share of less than $5.00, transactions in our common stock
      may be subject to the “penny stock” rules promulgated under the Exchange Act.
      Under these rules, broker-dealers who recommend such securities to persons
      other
      than institutional accredited investors must:




·
            make
                a special written suitability determination for the
                purchaser;




·
            receive
                the purchaser’s written agreement to a transaction prior to
                sale;




·
            provide
                the purchaser with risk disclosure documents that identify certain
                risks
                associated with investing in “penny stocks” and that describe the market
                for these “penny stocks,” as well as a purchaser’s legal remedies;
                and




·
            obtain
                a signed and dated acknowledgment from the purchaser demonstrating
                that
                the purchaser has actually received the required risk disclosure
                document
                before a transaction in “penny stock” can be
                completed.




If
      our
      common stock becomes subject to these rules, broker-dealers may find it
      difficult to effect customer transactions and trading activity in our securities
      may be adversely affected. As a result, the market price of our securities
      may
      be depressed, and you may find it more difficult to sell our
      securities.




***Initially,
      it is probable that we will only be able to complete one business combination,
      which will cause us to be solely dependent on a single business and a limited
      number of products or services.***




Our
      initial business combination must be with an operating business with a fair
      market value of at least 80% of our net assets at the time of such business
      combination. Consequently, initially, it is probably that we will have the
      ability to complete a business combination with only a single operating
      business.




It
      is
      probable that the company we acquire in our initial business combination will
      have only a limited number of services or products. The resulting lack of
      diversification:




·
            will
                result in our dependency upon the performance of a single or small
                number
                of operating businesses;




·
            may
                result in our dependency upon the development or market acceptance
                of a
                single or limited number of products, processes or services;
                and




·
            may
                subject us to numerous economic, competitive and regulatory developments,
                any or all of which may have a substantial adverse impact upon the
                particular industry in which we may operate subsequent to a business
                combination.




In
      this
      case, we will not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      that
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry so as to diversify risks
      and
      offset losses. Further, the prospects for our success may be entirely dependent
      upon the future performance of the initial target business we acquire, if
      any.




***The
      ability of our stockholders to exercise their conversion rights may not allow
      us
      to effectuate the most desirable business combination or optimize our capital
      structure.***




When
      we
      seek stockholder approval of any business combination, we will offer each public
      stockholder (but not our initial stockholders) the right to have his, her or
      its
      shares of common stock converted to cash if the stockholder votes against the
      business combination and the business combination is approved and completed.
      Such holder must both vote against such business combination and then exercise
      his, her or its conversion rights to receive a pro rata portion of the trust
      fund. Accordingly, if our business combination requires us to use substantially
      all of our cash to pay the purchase price, because we will not know how many
      stockholders may exercise such conversion rights, we may either need to reserve
      part of the trust fund for possible payment upon such conversion, or we may
      need
      to arrange third party financing to help fund our business combination in case
      a
      larger percentage of stockholders exercise their conversion rights than we
      expected. Therefore, we may not be able to consummate a business combination
      that requires us to use all of the funds held in the trust account as part
      of
      the purchase price, or we may end up having a leverage ratio that is not optimal
      for our business combination. This may limit our ability to effectuate the
      most
      attractive business combination available to us.




25




***We
      will be dependent upon interest earned on the trust account, net of taxes
      payable on such interest, to fund our search for a target company and
      consummation of a business combination.***




Only
      $380,000 of the net proceeds of our initial offering and the private placement
      are available to us to fund our working capital requirements. We will be
      dependent upon one-half of the interest earned on the trust account, net of
      taxes payable on such interest, up to a maximum of $2.0 million, and the
      $380,000 of proceeds held outside of the trust account, to provide us with
      the
      working capital we will need to search for a target company and consummate
      a
      business combination. If interest rates were to decline substantially, we may
      not have sufficient funds available to provide us with the working capital
      necessary to complete a business combination. In such event, we would need
      to
      raise additional equity capital or borrow funds from our existing stockholders,
      including officers and directors, or others or be forced to
      liquidate.




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




Although
      we believe that the net proceeds of our initial offering and the sale of the
      founder warrants, and one-half of the interest earned on the trust account,
      net
      of taxes payable on such interest, will be sufficient to allow us to consummate
      a business combination, in as much as we have not yet selected or approached
      any
      prospective target businesses, we cannot ascertain the capital requirements
      for
      any particular business combination. If the net proceeds of our initial offering
      and the sale of the founder warrants, and one-half of the interest earned on
      the
      trust account, net of taxes payable on such interest, prove to be insufficient,
      either because of the size of the business combination or the depletion of
      available funds in search of a target business, or because we become obligated
      to convert into cash a significant number of shares from dissenting stockholders
      as a result of the exercise of conversion rights, we will be required to seek
      additional financing through the issuance of equity or debt securities or other
      financing arrangements. We cannot make any assurances that such financing would
      be available on acceptable terms, if at all. To the extent that additional
      financing proves to be unavailable when needed to consummate a particular
      business combination, we would be compelled to re-negotiate or abandon that
      particular business combination and seek an alternative target business
      candidate. In addition, if we consummate a business combination, we may require
      additional financing to fund the operations or growth of the target business.
      The failure to secure additional financing could adversely affect the continued
      development or growth of the target business. None of our officers, directors
      or stockholders is required to provide any financing to us in connection with
      or
      after the consummation of a business combination.




***Our
      existing stockholders, directors and officers control a substantial interest
      in
      us and thus may influence certain actions requiring stockholder
      vote.***




Upon
      consummation of our initial offering, our existing stockholders, directors
      and
      officers collectively own 20% of our issued and outstanding shares of common
      stock. In addition, certain of our initial stockholders (specifically, M.O.T.A.
      Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem, Fudim, Kelner -
      Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and Elisha Yanay)
      purchased 3,625,000 warrants from us in a private placement concurrently with
      the consummation of our initial offering. Any exercise of these warrants by
      our
      directors and officers would increase their ownership percentage. These holdings
      could allow the existing stockholders, directors and officers to influence
      the
      outcome of matters requiring stockholder approval, including the election of
      directors and approval of significant corporate transactions after completion
      of
      our initial business combination.




26




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. It is unlikely that there will be an annual meeting of
      stockholders to elect new directors prior to the consummation of a business
      combination, in which case all of the current directors will continue in office
      at least until the consummation of the business combination. If there is an
      annual meeting, as a consequence of our “staggered” board of directors, only a
      minority of the board of directors will be considered for election and our
      existing stockholders, directors and officers, because of their ownership
      position, will have considerable influence regarding the outcome. Accordingly,
      our existing stockholders, directors and officers will continue to exert control
      at least until the consummation of a business combination and may continue
      to
      exercise substantial control after a business combination due to their
      significant ownership. In connection with the vote required for our initial
      business combination, all of our existing stockholders, directors and officers,
      have agreed to vote the shares of common stock then owned by them, including
      any
      shares of common stock purchased in or following our initial offering, in
      accordance with the majority of the shares of common stock voted by the public
      stockholders. However, the affiliates and relatives of our existing
      stockholders, directors and officers are not prohibited from purchasing units
      in
      the aftermarket, and they will have full voting rights with respect to any
      shares of common stock they may acquire in subsequent market transactions.
      If
      they do, we cannot make any assurances that our existing stockholders, directors
      and officers, through their affiliates and relatives, will not have considerable
      influence upon the vote in connection with a business combination.




***Our
      outstanding warrants may have an adverse effect on the market price of our
      common stock and make it more difficult to effect a business
      combination.***




In
      connection with our initial offering, as part of the units, we issued warrants
      to purchase 18,750,000 shares of common stock. We also sold a total of 3,625,000
      warrants to M.O.T.A. Holdings Ltd.; FSGL Holdings Ltd; OLEV Holdings Ltd; Shrem,
      Fudim, Kelner - Technologies Ltd.; Shrem, Fudim, Kelner & Co. Ltd.; and
      Elisha Yanay, certain of our initial stockholders, in a private placement
      concurrently with the consummation of our initial offering. To the extent we
      issue shares of common stock to effect a business combination, the potential
      for
      the issuance of substantial numbers of additional shares upon exercise of these
      warrants could make us a less attractive acquisition vehicle in the eyes of
      a
      target business as such securities, when exercised, will increase the number
      of
      issued and outstanding shares of our common stock and reduce the value of the
      shares issued to complete the business
      combination. Accordingly, our warrants may make it more difficult to effectuate
      a business combination or increase the acquisition cost of a target business.
      Additionally, the sale, or even the possibility of sale, of the shares
      underlying the warrants could have an adverse effect on the market price for
      our
      securities or on our ability to obtain future public financing. If and to the
      extent these warrants are exercised, you may experience dilution to your
      holdings.




***If
      our existing stockholders exercise their registration rights, it may have an
      adverse effect on the market price of our common stock and the existence of
      these rights may make it more difficult to effect a business
      combination.***




The
      majority of our existing stockholders are entitled to make up to two demands
      that we register the resale of their shares of common stock at any time after
      their shares are released from escrow. In addition, each of (a) the holder
      of the underwriters’ purchase option and (b) Shrem, Fudim, Kelner -
      Technologies Ltd. and Shrem, Fudim, Kelner & Co. Ltd., acting together, will
      be entitled to one demand and unlimited piggy-back registration rights. The
      increase in the number of shares of common stock eligible for trading in the
      public market may have an adverse effect on the market price of our common
      stock. In addition, the existence of these rights may make it more difficult
      to
      effect a business combination or increase the acquisition cost of a target
      business, as the stockholders of a particular target business may be discouraged
      from entering into a business combination with us or will request a higher
      price
      for their securities as a result of these registration rights and the potential
      future effect their exercise may have on the trading market for our common
      stock.




***An
      effective registration statement may not be in place when an investor desires
      to
      exercise warrants, thus precluding such investor from being able to exercise
      his, her or its warrants and causing such warrants to be practically
      worthless.***




No
      warrant held by public stockholders or issuable upon exercise of the
      underwriters’ purchase option will be exercisable and we will not be obligated
      to issue shares of common stock unless at the time a holder seeks to exercise
      such warrant, a prospectus relating to the common stock issuable upon exercise
      of the warrant is current and the common stock has been registered or qualified
      or deemed to be exempt under the securities laws of the state of residence
      of
      the holder of the warrants. Under the terms of the warrant agreement, we have
      agreed to use our best efforts to maintain a current prospectus relating to
      the
      common stock issuable upon exercise of the warrants until the expiration of
      the
      warrants and to take such action as is necessary to qualify the common stock
      under the securities laws of the states in which the warrants are initially
      offered. However, we cannot make any assurances that we will be able to do
      so or
      that each such holder will be resident in a state in which the warrants are
      initially offered. If we do not maintain a current prospectus related to the
      common stock issuable upon exercise of the warrants, holders will be unable
      to
      exercise their warrants and we will not be required to settle any such warrant
      exercise. If the prospectus relating to the common stock issuable upon the
      exercise of the warrants is not current or if the common stock is not qualified
      or exempt from qualification in the jurisdictions in which the holders of the
      warrants reside, the warrants held by public stockholders or issuable upon
      exercise of the underwriters’ purchase option may have no value, the market for
      such warrants may be limited and such warrants may expire worthless. Even if
      the
      prospectus relating to the common stock issuable upon exercise of the warrants
      is not current, the founder warrants may be exercisable for unregistered shares
      of common stock.




27




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination.***




In
      order
      not to be regulated as an investment company under the Investment Company Act
      of
      1940, or the Investment Company Act, unless we can qualify for an exclusion,
      we
      must ensure that we are engaged primarily in a business other than investing,
      reinvesting or trading of securities and that our activities do not include
      investing, reinvesting, owning, holding or trading “investment securities.” Our
      business will be to identify and consummate a business combination and
      thereafter to operate the acquired business or businesses. We invest the funds
      in the trust account only in treasury bills issued by the United States having
      a
      maturity of 180 days or less or money market funds meeting the criteria under
      Rule 2a-7 under the Investment Company Act until we use them to complete a
      business combination. By limiting the investment of the funds to these
      instruments, we believe that we are not considered
      an investment company under the Investment Company Act. The trust account and
      the purchase of government securities for the trust account is intended as
      a
      holding place for funds pending the earlier to occur of either: (i) the
      consummation of our primary business objective, which is a business combination,
      or (ii) absent a business combination, our dissolution, liquidation and
      distribution of our assets, including the proceeds held in the trust account,
      as
      part of our plan of dissolution and liquidation. If we fail to invest the
      proceeds as described above or if we cease to be primarily engaged in our
      business as set forth above (for instance, if our stockholders do not approve
      a
      plan of dissolution and liquidation and the funds remain in the trust account
      for an indeterminable amount of time), we may be considered to be an investment
      company and thus be required to comply with the Investment Company
      Act.




If
      we are
      deemed to be an investment company under the Investment Company Act, our
      activities may be restricted, including:




·
            restrictions
                on the nature of our investments;




·
            restrictions
                on the issuance of securities; and




·
            which
                may make it difficult for us to complete a business
                combination;




each
      of
      which may make it difficult for us to consummate a business combination. We
      would also become subject to burdensome regulatory requirements, including
      reporting, record keeping, voting, proxy and disclosure requirements and the
      costs of meeting these requirements would reduce the funds we have available
      outside the trust account to consummate a business combination.




***The
      American Stock Exchange may decline to list or may in the future delist our
      securities from quotation on its exchange which could limit investors' ability
      to make transactions in our securities and subject us to additional trading
      restrictions.***




Our
      securities are listed on the American Stock Exchange, a national securities
      exchange. We cannot make any assurances that our securities will continue to
      be
      listed on the American Stock Exchange in the future. Additionally, in connection
      with our business combination, it is likely that the American Stock Exchange
      may
      require us to file a new initial listing application and meet its initial
      listing requirements as opposed to its more lenient continued listing
      requirements. We cannot make any assurances that we will be able to meet those
      initial listing requirements at that time. If the American Stock Exchange
      delists our securities from trading on its exchange, we could face significant
      material adverse consequences including:




·
            reduced
                liquidity with respect to our
                securities;




28




·
            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 resulting 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
      the
      event that our securities are not listed on the American Stock Exchange, we
      anticipate that our units, common stock and warrants will be quoted on the
      OTC
      Bulletin Board, but we cannot assure that our securities will be so quoted,
      or,
      if quoted, will continue to be quoted.




***Because
      any target business that we attempt to complete a business combination with
      will
      be required to provide our stockholders with financial statements prepared
      in
      accordance with and reconciled to United States generally accepted accounting
      principles, prospective target businesses may be
      limited.***




In
      accordance with requirements of United States federal securities laws, in order
      to seek stockholder approval of a business combination, a proposed target
      business will be required to have certain financial statements which are
      prepared in accordance with, or which can be reconciled to, United States
      generally accepted accounting principles and audited in accordance with United
      States generally accepted auditing standards. Many foreign companies do not
      have
      financial statements prepared in accordance with United States generally
      accepted accounting principles and would
      need to incur significant time and expense in order to obtain financial
      statements prepared in accordance with those principles. To the extent that
      a
      prospective target business does not have financial statements which have been
      prepared with, or which can be reconciled to, United States generally accepted
      accounting principles, and audited in accordance with United States generally
      accepted auditing standards, we will not be able to acquire such target
      business. We will enter into a business combination only with a target business
      that has such financial statements. These financial statement requirements
      may
      limit the pool of potential target businesses which we may acquire.




***If
      we determine to change domiciles in connection with a business combination,
      the
      new jurisdiction’s laws will likely govern all of our material agreements
      relating to the operations of the target business and we may not be able to
      enforce our legal rights.***




In
      connection with a business combination, we may determine to relocate the home
      jurisdiction of our business from Delaware to a jurisdiction outside of the
      United States, including Israel. If we determine to do this, the new
      jurisdiction’s corporate law will control our corporate governance requirements
      and will determine the rights of our shareholders. The new jurisdiction’s
      corporate law may provide less protection to our shareholders than is afforded
      by Delaware law. Any such reincorporation will also likely subject us to foreign
      regulation, including foreign taxation. In addition, upon reincorporation,
      we
      may become a “foreign private issuer” for purposes of United States securities
      laws, which means that we may be subject to less stringent reporting
      requirements and that some provisions of the United States securities laws
      (such
      as the proxy rules and the short-swing trading rules) would not apply to us.
      Furthermore, whether or not we reincorporate outside the United States, the
      new
      jurisdiction’s laws will likely govern all of our material agreements relating
      to the operations of the target business. We cannot make any assurances that
      the
      system of laws and the enforcement of existing laws in such jurisdiction would
      be as certain in implementation and interpretation as in the United States.
      The
      inability to enforce or obtain a remedy under any of our future agreements
      in a
      new jurisdiction could result in a significant loss of business, business
      opportunities or capital.




29




**Risks
      Associated With the Industry**




***We
      rely on the experience and skills of our management team to identify future
      trends in the technology and technology-related industries, and to take
      advantage of these trends, but there is no guarantee that they will be able
      to
      do so.***




The
      process of predicting technological trends, especially in sectors developing
      as
      fast as the technology and technology-related sectors, is complex and uncertain.
      After our initial business combination, we may commit significant resources
      to
      developing new products before knowing whether our investments will result
      in
      products the market will accept. Furthermore, we may not execute successfully
      on
      our vision because of, among other things, errors in product planning or timing,
      technical hurdles that we fail to overcome in a timely fashion or a lack of
      appropriate resources. If we are unable to identify and take advantage of future
      trends in the technology and technology-related sectors, our business, financial
      condition and results of operations will be adversely affected.




***Our
      investments in one or more companies in the technology or technology-related
      industries may be extremely risky and we could lose all or part of our
      investments.***




An
      investment in companies in the technology or technology-related industries
      may
      be extremely risky relative to an investment in other businesses because, among
      other things, the companies we are likely to focus on:




·
            typically
                have limited operating histories, narrower product lines and smaller
                market shares than larger businesses, which tend to render them more
                vulnerable to competitors’ actions and market conditions, as well as
                general economic downturns;




·
            tend
                to be privately-owned and generally have little publicly available
                information and, as a result, we may not learn all of the material
                information we need to know regarding these
                businesses;




·
            are
                more likely to depend on the management talents and efforts of a
                small
                group of people; and, as a result, the death, disability, resignation
                or
                termination of one or more of these people could have an adverse
                impact on
                the operations of any company we may
                acquire;




·
            generally
                have less predictable operating
                results;




·
            may
                from time to time be parties to
                litigation;




·
            may
                be engaged in rapidly changing businesses with products subject to
                a
                substantial risk of obsolescence;
                and




·
            may
                require substantial additional capital to support their operations,
                finance expansion or maintain their competitive
                position.




***If
      we are unable to keep pace with changes in technology or consumer tastes and
      preferences, the products or services of any target business that we acquire
      could become obsolete.***




The
      technology and technology-related industries are generally characterized by
      intense, rapid technological changes, evolving industry standards and new
      product and service introductions, often resulting in product obsolescence
      or
      short product life cycles. Further, these sectors are very sensitive to changes
      in consumer tastes and preferences. Our ability to compete after the
      consummation of a business combination will be dependent upon our ability to
      develop and introduce products and services that keep pace with changes in
      technology and consumer tastes and preferences. The success of new products
      or
      services depends on several factors, including proper new product or service
      definition, low component costs, timely completion and introduction of the
      new
      product or service, differentiation of the new product or service from those
      of
      our competitors and market acceptance of the new product or service. There
      can
      be no assurance that we will successfully identify new product or service
      opportunities, develop and bring new products and services to the market in
      a
      timely manner or achieve market acceptance of our products and services or
      that
      products, services and technologies developed by others will not render our
      products, services and technologies obsolete or noncompetitive. Our business,
      financial condition and results of operations following a business combination
      will depend on our ability to develop and introduce new products and services
      into existing and emerging markets and to reduce the costs of existing products
      and services. If we are unable to keep pace with these changes, our business,
      financial condition and results of operations will be adversely
      affected.




30




***Consolidation
      in the technology and technology-related industries may affect our ability
      to
      consummate a business combination and may result in increased competition
      following a business combination.***




There
      has
      been a trend toward consolidation in the technology and technology-related
      industries for several years. We expect this trend to continue as companies
      attempt to strengthen or hold their market positions in an evolving market
      and
      as companies are acquired or are unable to continue operations. The trend
      towards consolidation will increase demand for target businesses. Furthermore,
      we believe that industry consolidation will result in stronger competitors.
      Additionally, rapid industry consolidation will lead to fewer customers, with
      the effect that loss of a major customer could have a material impact on results
      not anticipated in a customer marketplace composed of many participants. This
      could lead to more variability in operating results and could adversely affect
      on our business, operating results and financial condition following a business
      combination.




***Companies
      in technology and technology-related industries require highly-skilled personnel
      and if we are unable to attract and retain key personnel following a business
      combination, we will be unable to effectively conduct our
      business.***




The
      market for technical, creative, marketing and other personnel essential to
      the
      development and marketing of technology and technology-related products and
      services and to the management of technology and technology-related businesses
      is extremely competitive. Further, companies that have been the target of an
      acquisition are often a prime target for recruiting of executives and key
      creative talent. If we cannot successfully recruit and retain the employees
      we
      need following consummation of our business combination, or replace key
      employees after their departure, our ability to develop and manage our
      businesses will be impaired.




***We
      may be unable to protect or enforce the intellectual property rights of any
      target business that we acquire or the target business may become subject to
      claims of intellectual property infringement.***




After
      completing a business combination, the procurement and protection of trademarks,
      copyrights, patents, domain names, trade dress and trade secrets may be critical
      to our success. We will likely rely on a combination of copyright, trademark,
      trade secret laws and contractual restrictions to protect any proprietary
      technology and rights that we may acquire. Despite our efforts to protect those
      proprietary technology and rights, we may not be able to prevent
      misappropriation of those proprietary rights or deter independent development
      of
      technologies that compete with
      the
      business we acquire. Furthermore, key aspects of networking technology are
      governed by industry-wide standards, which are usable by all market entrants.
      Our competitors may file patent applications or obtain patents and proprietary
      rights that block or compete with our patents. Litigation may be necessary
      in
      the future to enforce our intellectual property rights, to protect our trade
      secrets, or to determine the validity and scope of the proprietary rights of
      others. It is also possible that third parties may claim we have infringed
      their
      patent, trademark, copyright or other proprietary rights. Claims or litigation,
      with or without merit, could result in substantial costs and diversions of
      resources, either of which could have an adverse effect on our competitive
      position and business. Further, depending on the target business or businesses
      that we acquire, it is likely that we will have to protect trademarks, patents,
      and domain names in an increasing number of jurisdictions, a process that is
      expensive and may not be successful in every location.




With
      respect to certain proprietary rights of the target business or businesses
      that
      we acquire, such as trademarks and copyrighted materials, we expect that the
      target business or businesses will have licensed such rights to third parties
      in
      the past and we may continue to enter into such agreements in the future. These
      licensees may, unknowingly to us or the target business or businesses, take
      actions that diminish the value of the target business or businesses’
proprietary rights or cause harm to the target business or businesses’
reputation. Also, products of the target business or businesses may include
      software or other intellectual property licensed from third parties. It may
      be
      necessary in the future to seek or renew licenses relating to various aspects
      of
      these products. There can be no assurance that the necessary licenses would
      be
      available on acceptable terms, if at all. The inability to obtain certain
      licenses or other rights or to obtain such licenses or rights on favorable
      terms, or the need to engage in litigation regarding these matters, could have
      an adverse effect on our business, operating results and financial condition
      following a business combination. Moreover, the inclusion in our products of
      software or other intellectual property licensed from third parties on a
      nonexclusive basis could limit our ability to protect our proprietary rights
      in
      our products.




31




***The
      technology and technology-related industries are highly cyclical, which may
      affect our future performance and ability to sell our products or services,
      and
      in turn, hurt our profitability.***




Technology
      and technology-related products and services tend to be relatively expensive
      and
      buyers tend to defer purchases during periods of economic weakness, opting
      instead to continue to use what they already own. Conversely, during periods
      of
      economic strength, sales of technology and technology-related products and
      services frequently exceed expectations. As a consequence, revenues and earnings
      for these companies may fluctuate more than those of less economically sensitive
      companies. Further, companies in the consumer segments of these industries
      are
      sensitive to a number of factors that influence the levels of consumer spending,
      including economic conditions such as the rate of unemployment, inflation,
      recessionary environments, the levels of disposable income, debt, interest
      rates
      and consumer confidence. Due to the cyclical nature of the technology and
      technology-related industries, inventories may not always be properly balanced,
      resulting in lost sales when there are shortages or write-offs when there are
      excess inventories. This may adversely affect the business, financial condition
      and results of operations of any target businesses that we may
      acquire.




***Government
      regulation of certain technology or technology-related industries and the
      uncertainty over government regulation of the Internet could harm our operating
      results and future prospects.***




Certain
      technology or technology-related industries, including the telecommunications
      and media sectors, have historically been subject to substantial government
      regulation, both in the United States and overseas. If we consummate a business
      combination with a target business or businesses in these sectors, changes
      in
      telecommunications requirements in the United States or other countries could
      affect the sales of our products, limit the growth of the markets we serve
      or
      require costly alterations of current or future products. Future changes in
      tariffs by regulatory agencies or application of tariff requirements to
      currently untariffed services could affect the sales of our products for certain
      classes of customers.




On
      the
      other hand, few laws or regulations currently apply directly to access of or
      commerce on the Internet. The growth of the technology and technology-related
      industries is closely tied to the growth of Internet use and new regulations
      governing the Internet and Internet commerce could have an adverse effect on
      our
      business, operating results and financial condition following a business
      combination. New regulations governing the Internet and Internet commerce could
      include matters such as changes in encryption requirements, sales taxes on
      Internet product sales and access charges for Internet service
      providers.




**Risks
      Related to Operations in Israel**




Acquisitions
      of companies with operations in Israel entail special considerations and risks.
      If we are successful in acquiring a target business with operations in Israel,
      we will be subject to, and possibly adversely affected by, the following
      risks:




***If
      there are significant shifts in the political, economic or military conditions
      in Israel, it could have a material adverse effect on our
      profitability.***




If
      we
      consummate a business combination with a target business in Israel, it will
      be
      directly influenced by the political, economic and military conditions affecting
      Israel at that time. Since the establishment of the State of Israel in 1948,
      a
      number of armed conflicts have taken place between Israel and its Arab
      neighbors. A state of hostility, varying in degree and intensity, has caused
      security and economic problems in Israel. Since September 2000, there has been
      a
      marked increase in violence, civil unrest and hostility, including armed
      clashes, between the State of Israel and the Palestinians, primarily but not
      exclusively in the West Bank and Gaza Strip, and negotiations between the State
      of Israel and Palestinian representatives have effectively ceased. The election
      of representatives of the Hamas movement to a majority of seats in the
      Palestinian Legislative Council in January 2006 created additional unrest and
      uncertainty. In July and August of 2006, Israel was involved in a full-scale
      armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and
      political party, in southern Lebanon, which involved missile strikes against
      civilian targets in northern Israel that resulted in economic losses. On August
      14, 2006, a ceasefire was declared relating to that armed conflict. Continued
      hostilities between Israel and its neighbors and any failure to settle the
      conflict could have a material adverse effect on the target business and its
      results of operations and financial condition. Further deterioration of the
      situation might require more widespread military reserve service by some of
      the
      target business’s Israeli employees and might result in a significant downturn
      in the economic or financial condition of Israel. Israel is also a party to
      certain trade agreements with other countries, and material changes to these
      agreements could have an adverse effect on our business. Furthermore, several
      Arab countries still restrict business with Israeli companies. The operations
      of
      the target business in Israel could be adversely affected by restrictive laws
      or
      policies directed towards Israel and Israeli businesses.




32




In
      addition, the target business’s insurance may not cover losses that may occur as
      a result of events associated with the security situation in the Middle East.
      Although the Israeli government currently covers the reinstatement value of
      direct damages that are caused by terrorist attacks or acts of war, there is
      no
      assurance that such government coverage will be maintained. Any of these factors
      could have a material adverse effect on the target business and on our results
      of operations and financial condition following a business combination with
      the
      target business.




***Our
      operations could be disrupted as a result of the obligation of personnel to
      perform military service.***




Generally,
      all nonexempt male adult citizens and permanent residents of Israel, including
      one of our officers and directors, are obligated to perform military reserve
      duty annually for extended periods of time through the age of 45 (or older
      for
      citizens with certain occupations), and are subject to being called to active
      duty at any time under emergency circumstances. Executive officers or key
      employees of a target business may also reside in Israel and be required to
      perform similar annual military reserve duty. In response to increases in
      terrorist activity and the recent armed conflict with Hezbollah, there have
      been
      periods of significant call-ups of military reservists. It is possible that
      there will be additional call-ups in the future. Our and the target business’s
      operations could be disrupted by the absence for a significant period of one
      or
      more of these directors, officers or key employees due to military service.
      Any
      such disruption could adversely affect our operations and
      profitability.




***Because
      a substantial portion of many Israeli companies’ revenues is generated in
      dollars and euros, while a significant portion of their expenses is incurred
      in
      Israeli currency, the revenues of a target business may be reduced due to
      inflation in Israel and currency exchange rate
      fluctuations.***




A
      substantial portion of many Israeli companies’ revenues is generated in dollars
      and euros, while a significant portion of their expenses, principally salaries
      and related personnel expenses, are paid in Israeli currency. As a result,
      a
      target business will likely be exposed to the risk that the rate of inflation
      in
      Israel will exceed the rate of devaluation of Israeli currency in relation
      to
      the dollar or the euro, or that the timing of this devaluation will lag behind
      inflation in Israel. Because inflation has the effect of increasing the dollar
      and euro costs of an Israeli company’s operations, it would therefore have an
      adverse effect on our dollar-measured results of operations following a business
      combination.




***The
      termination or reduction of tax and other incentives that the Israeli government
      provides to qualified domestic companies may increase the costs involved in
      operating a company in Israel.***




The
      Israeli government currently provides tax and capital investment incentives
      to
      qualified domestic companies. The availability of these tax benefits, however,
      is subject to certain requirements, including, among other things, making
      specified investments in fixed assets and equipment, financing a percentage
      of
      those investments with capital contributions by the entity receiving the tax
      benefits, compliance with a marketing program submitted to the Investment Center
      of Israel’s Ministry of Industry, Trade and Labor, filing of certain reports
      with the Investment Center and compliance with Israeli intellectual property
      laws. Additionally, the Israeli government currently provides grant and loan
      programs relating to research and development, marketing and export activities.
      In recent years, the Israeli government has reduced the benefits available
      under
      these programs and Israeli governmental authorities have indicated that the
      government may in the future further reduce or eliminate the benefits of those
      programs. We cannot make any assurances that such benefits and programs would
      continue to be available to the target business following a business
      combination, or if available, to what extent. If such benefits and programs
      were
      terminated or further reduced, it could have an adverse effect on our results
      of
      operations following a business combination or make a specific business
      combination less attractive. Without limiting the foregoing, if the foregoing
      tax benefits were terminated or reduced, the amount of taxes payable by the
      target business would likely increase, which could adversely affect our results
      of operations.




33




***Any
      Israeli government grants received by the target business for research and
      development expenditures limit the ability of the target business to manufacture
      products and transfer know-how outside of Israel. In addition, our acquisition
      of the target business may be subject to the approval of certain Israeli
      governmental entities.***




The
      target business we may acquire may be receiving, or may receive following the
      business combination, grants from the government of Israel through the Office
      of
      the Chief Scientist of Israel’s Ministry of Industry, Trade and Labor for the
      financing of a portion of its research and development expenditures in Israel.
      Upon our acquisition of such entity, the Office of Chief Scientist will
      determine whether the entity will be eligible to continue receiving grants
      following the business combination. When know-how or products are developed
      using Chief Scientist grants, the terms of these grants limit the transfer
      of
      the know-how out of Israel and the ability of the entity receiving such grants
      to manufacture products based on this know-how outside of Israel without the
      prior approval of the Office of the Chief Scientist. Any approval, if given,
      may
      be subject to additional obligations or limitations. If the target business
      fails to comply with the conditions imposed by the Office of the Chief
      Scientist, including the payment of royalties with respect to grants received,
      it may be required to refund any payments previously received, together with
      interest and penalties. The difficulties in obtaining the approval of the Office
      of the Chief Scientist for the transfer of manufacturing rights out of Israel
      could have a material adverse effect on strategic alliances or other
      transactions that we may wish the target business to enter into in the future
      that provide for such a transfer. In addition, our acquisition of a target
      business that shall have received, prior to such acquisition, any tax benefits
      from the Investment Center and/or research and development grants from the
      Office of the Chief Scientist, may be subject to the approval of such entities,
      which approval may be subject to, among other things, an undertaking to observe
      the law governing the grant programs of the Office of the Chief
      Scientist.




***The
      anti-takeover effects of Israeli laws may delay or deter a change of control
      of
      the target business.***




Under
      the
      Israeli Companies Law—1999, referred to as the Companies Law, a merger is
      generally required to be approved by the board of directors and, unless certain
      requirements described under the Companies Law are met, the shareholders of
      each
      of the merging companies. If the share capital of the company that will not
      be
      the surviving company is divided into different classes of shares, the approval
      of each class is also required. A court may disapprove or delay the consummation
      of a merger if it determines that there is a reasonable concern that the
      surviving company will be unable to satisfy the obligations of the company
      not
      surviving the merger. In addition, a merger may not be completed unless at
      least
      50 days shall have passed from the date that a proposal for approval of the
      merger was filed by each merging company with the Israeli Registrar of Companies
      and 30 days have elapsed since shareholder approval of both merging companies
      was obtained.




The
      Israeli Companies Law provides that an acquisition of shares in an Israeli
      public company must be made by means of a special tender offer, if as a result
      of the acquisition, the purchaser would become a holder of 25% or more of the
      voting power at general meetings, and no other shareholder owns a 25% stake
      in
      the company. Similarly, the Companies Law provides that an acquisition of shares
      in a public company must be made by means of a special tender offer if, as
      a
      result of the acquisition, the purchaser would become a holder of 45% or more
      of
      the voting power at general meetings, unless someone else already holds 45%
      of
      the voting power. An acquisition from a
      25% or
      45% holder, which turns the purchaser into a 25% or 45% holder, respectively,
      does not require a tender offer. An exception to the tender offer requirement
      may also apply when the additional voting power is obtained by means of a
      private placement approved by the general meeting of shareholders (which
      approval shall also refer to the purchaser becoming a holder of 25% or 45%,
      as
      the case may be, of the voting power in the subject company). These rules also
      do not apply if the acquisition is made by way of a merger.




The
      Companies Law also provides specific rules and procedures for the acquisition
      of
      shares held by minority shareholders, if the majority shareholder shall hold
      more than 90% of the outstanding shares. Such acquisition shall be made through
      a tender offer to all of the company’s shareholders for the purchase of all of
      the issued and outstanding shares of the company. If the dissenting and
      non-responsive shareholders hold more than 5% of the issued and outstanding
      share capital of the company, the acquirer may not acquire additional shares
      of
      the company from shareholders who accepted the tender offer if following such
      acquisition the acquirer would then own over 90% of the company’s issued and
      outstanding share capital.




These
      laws may have the effect of delaying or deterring a change in control of an
      Israeli company, and should we desire to acquire control of a target business
      that is an Israeli company we may encounter difficulties achieving such
      control.




34




***We
      may be deemed to be effectively managed and controlled from Israel, and thus
      be
      treated as an Israeli entity for tax purposes.***




Although
      we were formed under Delaware law and are a U.S. corporation, our directors
      and
      officers are all Israeli residents, and shall be managing our affairs from
      Israel. Additionally, as we will be searching for a target business that has
      operations or facilities located in Israel, or that intends to establish
      operations or facilities in Israel, such as research and development,
      manufacturing or executive offices, following our initial business combination,
      most of our activities shall be in Israel. Therefore, we may be deemed to be
      effectively managed and controlled from Israel, and thus be treated as an
      Israeli entity for tax purposes, in which case we will be taxed according to
      Israeli law.




**Risks
      Relating to Enforcement of Legal Process**




***Third
      parties are likely to have difficulty in enforcing judgments obtained in the
      United States against us, our officers or our
      directors.***




We,
      as
      well as each of our officers and directors, have appointed Corporation Service
      Company as our agent to receive service of process in any action against us
      in
      the United States.




After
      the
      consummation of a business combination, it is possible that substantially all
      of
      our assets will be located outside of the United States. As a result, it may
      not
      be possible for investors in the United States to enforce their legal rights
      against us or to enforce judgments of United States courts given that
      substantially all of our assets may be located outside of the United States.




Each
      of
      our directors and officers resides outside the United States. Each of our
      officers or directors has consented to service of process in the State of New
      York and to the jurisdiction of the courts of the State of New York or of the
      United States of America for the Southern District of New York.




However,
      since most of our and such persons’ assets are outside the United States, any
      judgment obtained in the United States against us or such persons may not be
      collectible within the United States. Furthermore, there is substantial doubt
      as
      to the enforceability of civil liabilities under the Securities Act or the
      Exchange Act in original actions instituted in Israel, and the enforceability
      of
      a judgment obtained in the United States against us or our officers and
      directors may be difficult.


****Item 1B.****
                **UNRESOLEVED
                      STAFF COMMENTS**


Not
      applicable.


****Item 2.****
                **PROPERTIES**


We
      maintain our principal executive offices at 14 A Achimeir Street, Ramat Gan
      52587 Israel. We pay LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL
      Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, a monthly
      fee of $10,000 for general and administrative services, including office space,
      utilities and secretarial support. We believe, based on rents and fees for
      similar services in Israel, that the fee charged by LMS Nihul is at lease as
      favorable as we could have obtained from an unaffiliated third party.


****Item 3.****
              **LEGAL PROCEEDINGS**


We
      are
      currently not a party to any legal proceedings.




**Item
              **4.****
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**




None.




**PART
      II**




**Item 5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY SECURITIES**




**Price
      Range of Securities**




Our
      units, common stock and warrants are listed on the American Stock Exchange
      under
      the symbols “AXC.U,” “AXC” and “AXC.WS,” respectively. Our initial public
      offering was completed on June 22, 2007 at $8.00 per unit. Prior to June 22,
      2007, there was no public trading market for our securities.




35




At
      March 18, 2008, the last reported sales price of our units, common stock
      and warrants on the American Stock Exchange were $7.55 per unit, $7.38 per
      share
      of common stock and $.28 per warrant, respectively.




**Holders
      of Record**




At
      March 18, 2008, there were 10 holders of record of our common stock.




**Sales
      of Unregistered Securities**




On
      June
      22, 2007, we consummated the private sale of 3,625,000 warrants at a price
      of
      $1.00 per warrant, generating total proceeds of approximately $3,625,000. The
      warrants were purchased by M.O.T.A. Holdings Ltd., FSGL Holdings Ltd, OLEV
      Holdings Ltd, Shrem, Fudim, Kelner - Technologies Ltd., Shrem, Fudim, Kelner
      & Co. Ltd. and Elisha Yanay. The warrants are identical to the warrants
      included in the units sold in the initial public offering except that they
      may
      also be exercised on a cashless basis at the discretion of the holder. Each
      warrant entitles the holder to purchase one share of our common stock at a
      price
      of $6.00, commencing on the later of the completion of a business combination
      with a target business, and June 18, 2008. The warrants will expire at 5:00
      p.m., New York City time, on June 18, 2011 or earlier upon redemption. In
      addition, the purchasers of these warrants have agreed that the warrants and
      the
      underlying securities will not be sold or transferred by them until after we
      have completed a business combination.




No
      underwriting discounts or commissions were paid with respect to such sales.
      The
      recipients in such transactions acquired the securities for investment only
      and
      not with a view to or for sale in connection with any distribution thereof.




**Use
      of Proceeds of Initial Public Offering**




We
      registered the initial public offering of our units, common stock and warrants
      on a Registration Statement on Form S-1 (Registration
      No. 333-137863), that was declared effective on June 18, 2007. On June
      22, 2007 we closed the initial public offering of our units by selling
      21,562,500 units (including the underwriters’ over-allotment option of 2,812,500
      units) at $8.00 per unit. On June 22, 2007, immediately prior to the closing
      of
      the initial public offering, we also closed on private placements of an
      additional 3,625,000 warrants at a price of $1.00 per warrant to certain of
      our
      initial stockholders. Gross proceeds from the offering and private placements
      were $176,125,000. Total expenses from the offering and private placements
      were
      approximately $12,695,000, which included underwriting discounts and commissions
      and non-accountable expense allowance and other offering-related expenses.
      Net
      proceeds, after deducting total expenses were $163,430,000, of which
      $163,050,000 was deposited into the trust account and the remaining proceeds
      of
      $380,000 became available to be used to provide for business, legal and
      accounting due diligence on prospective business combinations and continuing
      general and administrative expenses. The amount deposited into the trust account
      includes $6,468,750 representing the deferred underwriting discounts and
      commissions. The amounts deposited into the trust account remain on deposit
      in
      the trust account earning interest. Up to $2,000,000 of the interest earned
      on
      the trust account may be released to us to fund our working capital
      requirements. The managing underwriter of the public offering was CRT Capital
      Group LLC.




**Dividend
      Policy**




We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to the completion of a business combination. The payment of
      dividends in the future will be contingent upon our revenues and earnings,
      if
      any, capital requirements and general financial condition subsequent to
      completion of a business combination. 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
      all
      earnings, if any, for use in our business operations and, accordingly, our
      board
      does not anticipate declaring any dividends in the foreseeable
      future.




36




**Item
              **6.****
            **SELECTED
                FINANCIAL DATA**




The
      following table summarizes the relevant financial data for our business and
      should be read in conjunction with our financial statements and related notes
      contained elsewhere in this Annual Report on Form 10-K. From January 1,
      2007 to December 31, 2007, we have not had any significant operations to
      date, so only balance sheet data is presented.


**December
                    31, 2007**
              
              **August
                      24, 2006**
                    **(inception)
                      to**
                    **December
                      31, 2006****Balance
                  Sheet Data:**Working
                  capital
              
              $
              909,008
              
              $
              20,000Total
                  assets
              
              
              172,533,141
              
              
              313,842Total
                  liabilities
              
              
              68,022,200
              
              
              293,842Value
                  of common stock that may be converted for cash ($7.86 per share)
              
              
              67,807,500
              
              
              6,250Stockholders’
                  equity
              
              
              104,660,915
              
              
              13,750


**Item
                **7.****
              ****MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS****


*The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our financial statements and related notes contained
      elsewhere in this Annual Report on Form 10-K. This discussion contains
      forward-looking statements, the accuracy of which involves risks and
      uncertainties. Our actual results could differ materially from those anticipated
      in these forward-looking statements for many reasons, including the risks faced
      by us described in Item 1A. “Risk Factors.”*




We
      were
      formed on August 24, 2006, for the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with a
      technology or technology-related business that has operations or facilities
      located in Israel, or that intends to establish operations or facilities in
      Israel, such as research and development, manufacturing or executive officer,
      following our initial business combination. We intend to utilize cash derived
      from the proceeds of our initial public offering, our capital stock, debt,
      or a
      combination of cash, capital stock and debt, in effecting a business
      combination.




We
      have
      neither engaged in any operations nor generated any revenues through December
      31, 2007. Our entire activity since inception through June 22, 2007
      was related to our formation and our initial public offering on June 22,
      2007. Since that date, we have been searching for prospective target
      businesses to acquire.




On
      June
      22, 2007, we closed our initial public offering of 21,562,500 units (including
      the underwriters’ over-allotment option of 2,812,500 units) with each unit
      consisting of one share of our common stock and one warrant, each to purchase
      one share of our common stock at an exercise price of $6.00 per share. The
      units
      from the initial public offering (including the underwriters’ over-allotment
      option) were sold at an offering price of $8.00 per unit. On June 22, 2007,
      we
      also closed on private placements of an additional 3,625,000 warrants at $1.00
      per warrant to certain of our initial stockholders. Our common stock and
      warrants started trading separately on July 11, 2007.




We
      generated gross proceeds of $176,125,000 from the sale of the units in the
      initial public offering and the private placements. Total expenses from the
      offering and private placements were approximately $12,695,000, which included
      underwriting discounts and commissions, non-accountable expense allowance,
      and
      other offering-related expenses. Net proceeds, after deducting total expenses
      were $163,430,000, of which $163,050,000 was deposited into the trust account
      and the remaining proceeds of $380,000 became available to be used to provide
      for business, legal and accounting due diligence on prospective business
      combinations and continuing general and administrative expenses. The amount
      deposited into the trust account includes $6,468,750 representing the deferred
      underwriting discounts and commissions and non-accountable expenses. The amounts
      deposited into the trust account remain on deposit in the trust account earning
      interest. Up to $2,000,000 of the interest earned on the trust account may
      be
      released to us to fund our working capital requirements.




37




In
      connection with our initial public offering, we issued an option, for $100
      in
      the aggregate, to I-Bankers Securities, Inc. and CRT Capital Group LLC,
      underwriters in the offering, to purchase up to 1,125,000 units in the
      aggregate, consisting of one share of common stock and one warrant, at $8.80
      per
      unit, commencing on the later of the consummation of the business combination
      and June 18, 2008 and expiring June 18, 2012. The warrants underlying the units
      will have terms that are identical to those issued in the offering, except
      that
      the warrants underlying such units will expire on June 18, 2012. The purchase
      option, the 1,125,000 units, the 1,125,000 shares of common stock and the
      1,125,000 warrants underlying the units, and the 1,125,000 shares of common
      stock underlying the warrants, have been deemed compensation by the NASD and
      were therefore subject to a 180-day lock-up under Rule 2710(g)(1) of the NASD
      Conduct Rules. Additionally, such securities may not be sold, transferred,
      assigned, pledged or hypothecated, or be the subject of any hedging, short
      sale,
      derivative, put or call transaction that would result in the effective economic
      disposition of the securities by any person, until December 18, 2008, 18 months
      following June 18, 2007, the date our registration statement was declared
      effective, except to any underwriter and selected dealer participating in the
      offering and their bona fide officers or partners.




Although
      the purchase option and its underlying securities have been registered under
      the
      registration statement, the holder of the purchase option will be entitled
      to
      one demand and unlimited piggy-back registration rights for a period of five
      and
      seven years, respectively, following the completion of the
      offering.




We
      will
      use substantially all of the net proceeds of the initial public offering and
      private placements to acquire a target business, including identifying and
      evaluating prospective acquisition candidates, selecting the target business,
      and structuring, negotiating and consummating the business combination. The
      proceeds held in the trust account will not be released until the earlier of
      the
      completion of a business combination or our dissolution. Upon consummation
      of
      our initial business combination, the proceeds held in the trust account will
      be
      used to pay the underwriters a deferred fee equal to 3.75% of the gross proceeds
      of the offering, or $6,468,750, less $0.30 for each share of common stock
      converted to cash in connection with our initial business combination.




We
      believe that prior to the consummation of a business combination, the $380,000
      of proceeds initially held outside of the trust account, as well as one half
      of
      the interest earned on the trust account, net of taxes payable on such interest,
      up to a maximum of $2.0 million, will be sufficient to cover our operating
      expenses through June 18, 2009 and to cover the expenses incurred in connection
      with a business combination.




Assuming
      that a business combination is not consummated during that time, we anticipate
      making the following expenditures during this time period:




·
            approximately
                $1,380,000 of expenses for legal, accounting and other expenses attendant
                to the due diligence investigations, structuring and negotiating
                of a
                business combination, including without limitation third party fees
                for
                assisting us in performing due diligence investigations of perspective
                target businesses;




·
            approximately
                $300,000 of expenses in legal and accounting fees relating to our
                SEC
                reporting obligations;




·
            approximately
                $240,000 of expenses in fees relating to our office space and certain
                general and administrative
                services;




·
            approximately
                $460,000 for general working capital that will be used for miscellaneous
                expenses, including reimbursement of any out-of-pocket expenses incurred
                by our existing stockholders, directors and officers in connection
                with
                activities on our behalf, of which approximately $400,000 is for
                director
                and officer liability and other insurance premiums;
                and




·
            if
                we must dissolve and liquidate, $50,000 to $75,000 for dissolution
                and
                liquidation costs.




We
      do not
      believe we will need additional financing in order to meet the expenditures
      required for operating our business. However, we may need to obtain additional
      financing to the extent such financing is required to consummate a business
      combination, in which case we may issue additional securities or incur debt
      in
      connection with such business combination, although we have not entered into
      any
      such arrangement and have no current intention of doing so.




M.O.T.A.
      Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an
      aggregate of $219,000 the payment of a portion of the offering expenses and
      have
      incurred an additional $120,930 of liabilities relating to our initial offering.
      These non-interest bearing loans were initially payable on September 14, 2007,
      were deferred to October 2007 and were thereafter repaid. The last payment
      on
      the loans was made on October 10, 2007.




38




Commencing
      on June 18, 2007, we began paying a fee of $10,000 per month for certain general
      and administrative services including office space, utilities and secretarial
      support to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings
      Ltd
      and OLEV Holdings Ltd, three of our initial stockholders.n addition, in June
      2006, certain of our officers and directors and their affiliates loaned us
      an
      aggregate of $200,000 to us for payment of offering expenses on our behalf.
      These loans were repaid following our initial public offering from the proceeds
      of the offering.




Since
      our
      initial public offering, we have been engaged in sourcing a suitable business
      combination candidate. We have met with target companies, service professionals
      and other intermediaries to discuss with them our company, the background of
      our
      management and our combination preferences. In the course of these discussions,
      we have also spent time explaining the capital structure of the initial public
      offering, the combination approval process, and the timeline under which we
      are
      operating before the proceeds of the offering are returned to investors.




**Item
                **7A.****
              ****QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK****


Market
      risk is a broad term for the risk of economic loss due to adverse changes in
      the
      fair value of a financial instrument. These changes may be the result of various
      factors, including interest rates, foreign exchange rates, commodity prices
      and/or equity prices. The net proceeds of our initial offering not immediately
      required for the purposes set forth above have been invested only in United
      States “government securities,” defined as any Treasury Bill issued by the
      United States having a maturity of 180 days or less, or any open ended
      investment company registered under the Investment Company Act of 1940 that
      holds itself out as a money market fund and bears the highest credit rating
      issued by a U.S. nationally recognized rating agency. By restricting the
      investment of the proceeds to these instruments, we intend to meet the
      requirements for the exemption provided in Rule 3a-1 promulgated under the
      Investment Company Act of 1940 so that we are not deemed to be an investment
      company under the Investment Company Act of 1940.




39


**Item
              **8.****
            ****FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA****




40
 
 **INDEX
        TO FINANCIAL STATEMENTS**
 
 **Financial
                  statements****Balance
                  Sheets**
              
              **42****Statements
                  of Operations**
              
              **43****Statement
                  of Changes in Stockholders’ Equity**
              
              **44****Statement
                  of Cash Flows**
              
              **45****Notes
                  to Financial Statements**
              
              **46
                  - 49**
 
 41
 **ADVANCED
            TECHNOLOGY ACQUISITION CORP.**
 **(A
            Development Stage Corporation)**
 **Balance
        Sheets**
 **December
                    31,**
                  **2007**
                
                **December
                    31,**
                  **2006****ASSETS****Current
                    assets**Cash
                    and cash equivalents
                
                $
                41,869
                
                $
                5,987Bank
                    deposit
                
                
                775,000
                
                
                -Deferred
                    offering costs
                
                
                -
                
                
                307,855Prepaid
                    expenses
                
                
                162,150
                
                
                -**Long-term
                    assets**Investment
                    held in escrow (Note 9)
                
                
                171,554,122
                
                
                -**Total
                    assets**
                
                $
                172,533,141
                
                $
                313,842**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**Accounts
                    payable - stockholders
                
                $
                -
                
                $
                74,842Accounts
                    payable
                
                
                70,011
                
                
                -Notes
                    payable, stockholders
                
                
                -
                
                
                219,000**Total
                    liabilities**
                
                
                70,011
                
                
                293,842**Commitment**Redeemable
                    common stock (note 7)Issued
                    and outstanding 8,625,000 shares as of December 31, 2007 (1,562,500
                    as of
                    December 31, 2006)
                
                
                67,807,500
                
                
                6,250**Stockholders’
                    equity (notes 6 & 8)**Preferred
                    stock, $0.0001 par valueAuthorized
                    1,000,000 shares; none issuedCommon
                    stock, $0.0001 par valueAuthorized
                    100,000,000 shares
                  Issued
                    and outstanding 18,328,125 shares as of December 31, 2007 (4,687,500
                    as of
                    December 31, 2006) exclusive of 8,625,000 shares outstanding
                    classified as
                    Redeemable common stock
                
                
                1,833
                
                
                469Warrants
                
                
                3,625,000
                
                
                -Additional
                    paid-in capital
                
                
                98,172,475
                
                
                18,281Retained
                    earnings (accumulated deficit) during the development
                    stage
                
                
                2,856,322
                
                
                (5,000
                )**Total
                    stockholders’ equity**
                
                
                104,655,630
                
                
                13,750**Total
                    liabilities and stockholders’ equity**
                
                $
                172,533,141
                
                $
                313,842
  **The
        accompanying notes are an integral part of these Financial
        Statements.**
  42
 **ADVANCED
          TECHNOLOGY ACQUISITION CORP.**
 **(A
          Development Stage Corporation)**
 **Statements
        of Operations**
 
 **Year
                  ended**
                **December
                  31, 2007**
              
              **For
                  the period**
                **August
                  24, 2006**
                **(inception)
                  to**
                **December
                  31, 2006**
              
              **For
                  the period August 24, 2006 (inception) to December
                  31,**
                **2007**Formation
                  and operating costs
              
              $
              274,919
              
              $
              5,000
              
              $
              279,919Financial
                  income
              
              
              3,136,241
              
              
              --
              
              
              3,136,241Net
                  income
              
              
              2,861,322
              
              
              (5,000
              )
              
              2,856,322Weighted
                  average shares outstanding (Note 2b)
              
              
              20,665,509
              
              
              6,250,000Basic
                  and diluted loss per share
              
              $
              0.14
              
              $
              0.00
  **The
        accompanying notes are an integral part of these Financial
        Statements.**
 
 43
  **ADVANCED
        TECHNOLOGY ACQUISITION CORP.**
 **(A
        Development Stage Corporation)**
  **Statement
        of Changes in Stockholders’ Equity**
 
 **Common
                  stock**
              
              **Additional
                  paid-in capital**
              
              **Warrants**
              
              **Retained
                  earnings (accumulated deficit) during the development
                  stage**
              
              **Stockholders’
                  equity****Shares**
              
              **Amount**Common
                  shares issued at $0.0001 per share
              
              
              4,687,500
              
              $
              469
              
              $
              18,281
              
              $
              -
              
              $
              -
              
              $
              18,750Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (5,000
              )
              
              (5,000
              )Balance
                  at December 31, 2006
              
              
              4,687,500
              
              
              469
              
              
              18,281
              
              
              -
              
              
              (5,000
              )
              
              13,750Common
                  shares issued at $0.0001 per share (net of issuance expenses of
                  $933,505)
              
              
              12,937,500
              
              
              1,294
              
              
              98,151,452
              
              
              
              
              
              -
              
              
              98,152,746Issuance
                  of warrants
              
              
              -
              
              
              -
              
              
              -
              
              
              3,625,000
              
              
              -
              
              
              3,625,000Reclassification
                  of redeemable shares that are no longer redeemable to permanent
                  equity
              
              
              703,125
              
              
              70
              
              
              2,742
              
              
              -
              
              
              -
              
              
              2,812Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,861,322
              
              
              2,861,322Balance
                  at December 31, 2007 (exclusive
                  of 8,625,000 shares outstanding classified as Redeemable common
                  stock)
              
              
              18,328,125
              
              $
              1,833
              
              $
              98,172,475
              
              $
              3,625,000
              
              $
              2,856,322
              
              $
              104,655,630
  **The
        accompanying notes are an integral part of these Financial
        Statements.**
 
 44
  **ADVANCED
        TECHNOLOGY ACQUISITION CORP.**
 **(A
        Development Stage Corporation)**
  **Statement
        of Cash Flows**
 
 **Year
                  ended December 31,**
                **2007**
              
              **For
                  the period**
                **August
                  24, 2006**
                **(inception)
                  to**
                **December
                  31, 2006**
              
              **For
                  the period August 24, 2006 (inception) to December
                  31,**
                **2007****Cash
                  flows from operating activities**Net
                  income (loss)
              
              $
              2,861,322
              
              
              (5,000
              )
              $
              2,856,322Adjustments
                  to reconcile net income to net cash provided by operating
                  activities:Interest
                  receivable from deposits in escrow
              
              
              (453,806
              )
              
              
              
              
              (453,806
              )Changes
                  in operating assets and liabilities:Increase
                  in deferred offering costs
              
              
              -
              
              
              (233,013
              )
              
              (233,013
              )Decrease
                  in Notes and accounts payables - Stockholders
              
              
              (74,842
              )
              
              
              
              
              (74,842
              )Increase
                  in prepaid expenses
              
              
              (162,150
              )
              
              
              
              
              (162,150
              )Increase
                  in accounts payable
              
              
              70,011
              
              
              
              
              
              70,011**Net
                  cash provided by (used in) operating activities**
              
              
              2,240,535
              
              
              (238,013
              )
              
              2,002,522**Cash
                  flows used in investment activities**Investment
                  in bank deposit and escrow
              
              
              (171,875,315
              )
              
              --
              
              
              (171,875,315
              )**Net
                  cash used in investment activities**
              
              
              (171,875,315
              )
              
              --
              
              
              (171,875,315
              )**Cash
                  flows from financing activities**Repayment
                  of notes to payable to shareholders
              
              
              (219,000
              )
              
              
              
              
              (219,000
              )Proceeds
                  from issuance of notes payable to stockholders
              
              
              -
              
              
              219,000
              
              
              219,000Proceeds
                  from sale of shares of common stock
              
              
              -
              
              
              25,000
              
              
              25,000Proceeds
                  from issuance of shares of common stock, net
              
              
              166,264,662
              
              
              --
              
              
              166,264,662Proceeds
                  from issuance of warrants
              
              
              3,625,000
              
              
              --
              
              
              3,625,000**Net
                  cash provided by financing activities**
              
              
              169,670,662
              
              
              244,000
              
              
              169,914,662**Net
                  increase in cash and cash equivalents**
              
              
              35,882
              
              
              5,987
              
              
              41,869**Cash
                  and cash equivalents********at
                  the beginning of the period**
              
              
              5,987
              
              
              --
              
              
              -**Cash
                  and cash equivalents********at
                  the end of the period**
              
              $
              41,869
              
              $
              5,987
              
              $
              41,869**Non-cash
                  activities**Deferred
                  offering costs paid by shareholders
              
              $
              -
              
              $
              74,842
              
              $
              -
  **The
        accompanying notes are an integral part of these Financial
        Statements.**
 45
  **Note** **1
          - Organization and business operations**
  Advanced
          Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on
          August 24, 2006 as a blank check company whose objective is to effect a
          merger,
          capital stock exchange, asset acquisition, stock purchase or other similar
          business combination with a technology or technology-related business that
          has
          operations or facilities located in Israel, or that intends to establish
          operations or facilities in Israel, such as research and development,
          manufacturing or executive offices, following its initial business
          combination.
  At
          December 31, 2007, the Company had not yet commenced any operations. All
          activities through December 31, 2007 relate to the Company’s formation and the
          Public Offering (“Offering”) described below. The Company has selected December
          31 as its fiscal year-end.
  On
          June
          22, 2007 the Company completed the offering. Substantially all net proceeds
          of
          this Offering are intended to be generally applied toward consummating
          a
          business combination with a technology or technology related business that
          has
          operations or facilities located in Israel, or that intends to establish
          operations or facilities in Israel, such as research and development,
          manufacturing or executive offices, following the Company’s initial business
          combination (“Business Combination”). The Company’s management has complete
          discretion in identifying and selecting the target business. There is no
          assurance that the Company will be able to successfully effect a Business
          Combination. Upon the closing of the Offering, 98.27% or $169,518,750 of
          the
          proceeds from the Offering were deposited in trust account (“Trust Account”)
          until the earlier of (i) the completion of a Business Combination and (ii)
          liquidation of the Company. The placing of funds in the Trust Account may
          not
          protect those funds from third party claims against the Company. Although
          the
          Company will seek to have all vendors, prospective target businesses or
          other
          entities it engages execute agreements with the Company waiving any right
          in or
          to any monies held in the Trust Account, there is no guarantee that they
          will
          execute such agreements. The remaining net proceeds (not held in the Trust
          Account) may be used to pay for business, legal and accounting due diligence
          on
          prospective acquisitions, and initial and continuing general and administrative
          expenses (including formation expenses). The Company, after signing a definitive
          agreement for the acquisition of a target business, is required to submit
          such
          transaction for stockholder approval. The Company will proceed with the
          initial
          business combination only if both 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 40% of the shares sold in this offering
          exercise their conversion rights described below. All of the Company’s
          stockholders prior to the Offering, including all of the officers and directors
          of the Company (“Initial Stockholders”), have agreed to vote their founding
          shares of common stock in accordance with the vote of the majority in interest
          of all other stockholders of the Company (“Public Stockholders”) with respect to
          any Business Combination. After consummation of a Business Combination,
          these
          voting safeguards will no longer be applicable.
  With
          respect to a Business Combination which is approved and consummated, the
          Company
          will offer each of its Public Stockholders the right to have such stockholder’s
          shares of common stock converted into cash if the stockholder votes against
          the
          business combination. The per share conversion price will equal the amount
          in
          the Trust Account, calculated as of two business days prior to the consummation
          of the proposed Business Combination, less any remaining tax liabilities
          relating to interest income, divided by the number of shares of common
          stock
          held by Public Stockholders at the consummation of the Offering. Public
          Stockholders who convert their stock into their share of the trust account
          retain their warrants. The Company will not complete any proposed business
          combination which our Public Stockholders owning 40% or more of the shares
          sold
          in this offering both vote against and exercise their conversion
          rights.
  The
          Company’s Certificate of Incorporation provides for mandatory liquidation of the
          Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation
          of the
          Offering, or 24 months from the consummation of the Offering if a letter
          of
          intent, agreement in principle or definitive agreement has been executed
          within
          18 months after the consummation of the Offering and the business combination
          relating thereto has not yet been consummated within such 18-month period.
          In
          the event of liquidation, it is likely that the per share value of the
          residual
          assets remaining available for distribution (including Trust Fund assets)
          will
          be less than the initial public offering price per share in the Offering
          (assuming no value is attributed to the Warrants contained in the Units
          to be
          offered in the Offering discussed in Note 3).
  46
  **Note
          2 - Significant accounting policies**
  ***a.
          Deferred taxes***
  Deferred
          income taxes are provided for the differences between the bases of assets
          and
          liabilities for financial reporting and income tax purposes. A valuation
          allowance is established when necessary to reduce deferred tax assets to
          the
          amount expected to be realized.
  ***b.
          Loss per share***
  Basic
          and
          diluted loss per share is computed by dividing net income by the
          weighted-average number of shares of common stock outstanding during the
          period.
          The 6,250,000 Shares issued to the Company’s initial stockholders were issued
          for $0.004 per share, which is considerably less than the IPO per share
          price.
          Under the provisions of FASB No. 128 and SAB Topic 4:D such shares have
          been
          assumed to be retroactively outstanding for the period since inception.
          26,953,125 options were not included in diluted loss per share because
          the
          necessary conditions for their exercisability have not been met.
  ***c.
          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.
  ***d.
          Recently issued accounting pronouncements***
  Management
          does not believe that any recently issued, but not yet effective, accounting
          standards if currently adopted would have a material effect on the accompanying
          financial statements.
  47
  **Note
          3 - Public Offering**
  The
          Offering called for the Company to offer for public sale 18,750,000 Units
          at a
          proposed offering price of $8.00 per Unit (plus additional 2,812,500 units
          solely to cover over-allotments).
  Each
          Unit
          consisted of one share of the Company’s common stock and one Redeemable Common
          Stock Purchase Warrants (“Warrants”). Each Warrant entitles the holder to
          purchase from the Company one share of common stock at an exercise price
          of
          $6.00 commencing the later of the completion of a Business Combination
          and one
          year from the effective date of the Offering and expiring four years from
          the
          effective date of the Offering. The Company may redeem the Warrants, at
          a price
          of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable,
          if, and only if, the last sales price of the Company’s common stock equals or
          exceeds $11.50 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.
          The Company has agreed to pay to the underwriter in the Offering an underwriting
          discount of 3.25% of the gross proceeds of the Offering and an additional
          contingent fee of 3.75% of the gross proceeds of the Proposed Offering.
          Such
          additional contingent fees are payable after the consummation of the initial
          business combination. The Company issued additional 3,625,000 warrants
          to
          certain of its initial stockholders (“founder warrants”) in the amount of
          $3,625,000, which took place in a private placement simultaneously with
          the
          consummation of this offering.
  **Note
          4 - Deferred Offering Costs**
  Deferred
          offering costs consist principally of legal and underwriting fees incurred
          through the balance sheet date that are directly related to the Offering
          and
          that were charged to stockholders’ equity upon the receipt of the capital
          raised.
  **Note
          5 - Notes and Other Payables to Stockholders**
  The
          Company issued $219,000 unsecured promissory notes to certain of its Initial
          Stockholders on September 14, 2006, $27,687 of which, have been repaid
          upon the
          consummation of the offering. The notes to stockholders are non-interest
          bearing
          and are payable on the consummation of the Offering and may be extended
          for up
          to 12 months from the date of the offering at the discretion of management.
          Due
          to their short-term nature the fair value of the notes approximates their
          carrying amount.
  In
          addition, those Initial Stockholders paid on behalf of the Company an additional
          $74,842 as of December 31, 2006 and $183,537 as of June 22, 2007 (the date
          of
          the offering) of liabilities relating to the Offering, which have been
          repaid
          after the consummation of the offering.
  **Note
          6 - Commitments and Contingencies**
  The
          Company presently occupies office space provided by certain of the Initial
          Stockholders. Such stockholders have agreed that, until the Company consummates
          a Business Combination, it will make such office space, as well as certain
          office and secretarial services, available to the Company, as may be required
          by
          the Company from time to time. The Company has agreed to pay such stockholders
          $10,000 per month for such services commencing on the effective date of
          the
          Offering.
  The
          initial stockholders will be entitled to make up to two demands that the
          Company
          register their shares pursuant to an agreement to be signed in connection
          with
          the IPO. The holders of the majority of these shares can elect to exercise
          these
          registration rights at any time after the date on which the lock-up period
          expires. In addition, these stockholders have unlimited
          piggy-back registration rights on registration statements filed subsequent
          to
          such date. The Company will bear the expenses incurred in connection with
          the
          filing of any such registration statements.
  48
  **Note
          6 - Commitments and Contingencies (cont.)**
  The
          Company has sold to the underwriter for $100, as additional compensation,
          an
          option to purchase up to a total of 1,125,000 units at a price of $8.80
          per
          unit. The units issuable upon exercise of this option are identical to
          those
          offered by the Company, except that the warrants underlying such units
          will
          expire five years from the date of the offering and
          will
          become exercisable on the later of completion of a business combination
          and 18
          months from the date of the offering .
  **Note
          7 - Redeemable common stock**
  The
          balance as at December 31, 2007 represents the amount of shares that may
          be
          converted by the shareholders. The amount equals 40% of the proceeds held
          in the
          trust.
  Following
          the change in structure of the Offering the Company was granted a right
          to
          cancel up to an aggregate of 1,562,500 shares of common stock held by existing
          stockholders in the event that the collective ownership of such persons
          or
          entities exceeds 20.0% following the completion of the offering and the
          exercise
          of the over-allotment option by the underwriters. In accordance with the
          agreement with the underwriters, this right to cancel shares will be only
          in an
          amount sufficient to cause the existing stockholders to maintain control
          over
          20.0% of the Company’s outstanding shares after giving effect to the offering
          and the exercise of the underwriters’ over-allotment option. Upon the
          consummation of the Offering, 859,375 of the 1,562,500 were cancelled.
          The
          amount of $3,438 was reclassified into accounts payable - shareholders.
  **Note
          8 - Preferred stock**
  The
          Company is authorized to issue 1,000,000 shares of blank check preferred
          stock
          with such designations, voting and other rights and preferences as may
          be
          determined from time to time by the Board of Directors.
  **Note
          9 - Investment held in escrow**
  The
          Company accounts for its investments in accordance with SFAS No. 115,
          "Accounting for Certain Investments in Debt and Equity Securities" (“SFAS
          115”).
  The
          investment in escrow is consists of short maturity tax exempted municipal
          bonds.
          This investment is classified as available for sale which is recorded at
          fair
          value, with any unrealized appreciation or depreciation in value not yet
          earned
          is recorded in Other Comprehensive Income ("OCI"). Interest received during
          the
          period is recognized in earnings. The carrying amount of the investment
          as of
          December 31, 2007 approximates its initial cost plus interest
          received, thus no amounts recorded in OCI.
  49




**Item 9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE**




Not
      applicable.


**Item 9A.**
              **CONTROLS
                    AND PROCEDURES**


(A) Evaluation
      of Disclosure Controls and Procedures




Our
      chief
      executive officer and chief financial officer have evaluated the effectiveness
      of our disclosure controls and procedures (as defined in Rule 13a-15(e) and
      15d-15(e)) under the Exchange Act, as of the end of the period covered by this
      report.  Our chief executive officer and chief financial officer have
      concluded that all material information required to be disclosed by us in this
      annual report on Form 10-k was recorded, processed, summarized, reported and
      properly disclosed in the time periods specified in the rules and regulations
      of
      the SEC, and that such information was accumulated and communicated to our
      management (including our chief executive officer and chief financial officer)
      to allow timely decisions regarding required disclosure.  Based on their
      evaluation, our chief executive officer and chief financial officer have
      concluded that, as of December 31, 2007, we are in compliance with Rule 13-15(e)
      of the Exchange Act.




(B) Changes
      in Internal Controls Over Financial Reporting




There
      have been no significant changes in our internal controls over financial
      reporting during the during the fourth quarter ended December 31, 2007 that
      have
      materially affected or are reasonably likely to materially affect our internal
      control over financial reporting.




This
      annual report on Form 10-K does not include a
      report of management's assessment regarding internal control over financial
      reporting or an attestation report of the company's registered public accounting
      firm due to a transition period established by rules of the SEC for newly public
      companies.


**Item 9B.**
              **OTHER
                    INFORMATION**


Not
      applicable.





**PART
      III**




**Item
              **10.****
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**




Our
      current directors and executive officers are as follows:


**Name**
              
              **Age**
              
              **Position**Moshe
                  Bar-Niv
              
              59
              
              Chairman
                  of the Board of DirectorsLiora
                  Lev
              
              54
              
              Chief
                  Executive Officer and DirectorYehoshua
                  (Shuki) Gleitman
              
              58
              
              Chief
                  Technology Officer and DirectorElisha
                  Yanay
              
              63
              
              DirectorAvigdor
                  Kaplan
              
              68
              
              DirectorIdo
                  Bahbut
              
              33
              
              Chief
                  Financial Officer, Secretary and
                  Treasurer




50




***Moshe
      Bar-Niv*** has
      served as our Chairman and director since our inception. Since 1998,
      Mr. Bar-Niv has served as a General Partner of Ascend Technology Ventures,
      an Israel-based venture capital fund which he co-founded, whose investors are
      primarily U.S. investors, including both large institutions as well as
      individuals in the technology industry. As a General Partner of Ascend
      Technology Ventures, Mr. Bar-Niv led fundraising efforts, and was involved
      in investment decisions and the management of various Ascend portfolio
      companies, including the following: Bitband Technologies Ltd., which provides
      video content distribution and delivery solutions over IP broadband networks
      for
      telecommunications companies; Decru Inc., which helps many of the world’s
      largest enterprise and government organizations secure their vital data assets
      via its storage security appliances, and which was later sold to Network
      Appliance, Inc. (Nasdaq: “NTAP”), which provides enterprise storage and data
      management software and hardware products and services; NextNine, Ltd. which
      provides automated remote customer support and adaptive service solutions for
      large-scale, mission-critical systems deployed in enterprises; P-Cube, Inc.
      which provides IP service control solutions powered by a programmable network
      element that creates an intelligent overlay for any IP network, and which was
      later sold to Cisco Systems Inc. (Nasdaq: “CSCO”), which is engaged in the
      manufacture and sale of networking and communications products worldwide;
      Provigent Inc., which develops integrated silicon solutions for the broadband
      wireless transmission industry; and Widemed Ltd., which leverages
      its innovative signal processing algorithms, offering comprehensive signal
      analysis and workflow management solutions to the fast growing cardio-sleep
      market. From 1993 to 1997, Mr. Bar-Niv served as a Managing Director of
      Trinet Venture Capital, an Israel-based venture capital fund which he
      co-founded. From 1976 through 1992, Mr. Bar-Niv held various executive
      positions at Fibronics International, Inc., Motorola Communications Israel
      Ltd.,
      Intel Electronics Ltd. and Israel Aircraft Industries Ltd. Mr. Bar-Niv
      currently serves on the Board of Directors of Widemed Ltd. (TASE), a biomedical
      company. Mr. Bar-Niv also serves on the boards of directors of Bitband
      Technologies Ltd.; Intellinx Ltd.; NextNine, Ltd.; and Provigent Inc., each
      of
      which is a privately-held company. Mr. Bar-Niv has B.Sc. and M.Sc. degrees
      in Industrial Engineering and Management from Ben-Gurion University,
      Israel.




***Liora
      Lev*** has
      served as our Chief Executive Officer and director since our inception. Since
      1998, Ms. Lev has served as a General Partner of Ascend Technology
      Ventures, an Israel-based venture capital fund which she co-founded, whose
      investors are primarily U.S. investors, including both large institutions as
      well as individuals in the technology industry. As a General Partner,
      Ms. Lev plays an active role as a lead investor and a board member with
      various portfolio companies. Prior to 1998, Ms. Lev served in executive
      positions for a number of Israeli companies, including as Corporate Chief
      Financial Officer of Ashtrom Group Ltd., one of the largest private development
      and manufacturing groups based in Israel with major international projects,
      and
      as Chief Financial Officer of M.L.I. Lasers Ltd., a laser technology company.
      From 1994 through 2000, Ms. Lev served as a Commissioner of the Israeli
      Securities Authorities. She also served as a member of the Accounting Standard
      Board. Ms. Lev serves on the board of directors of: Can Fite BioPharma Ltd.
      (TASE), a biopharmaceutical company, and RadVision Ltd. (Nasdaq: “RVSN”), a
      telecommunications company; and of several private companies including: Sintec
      Media Ltd., a broadcast management systems company; and Intellinx Ltd., an
      insider threat intelligence solutions company. Ms. Lev is a CPA, holds dual
      Bachelors degrees in Accounting and Economics and a Masters of Management
      Science, specializing in information systems management from Tel Aviv
      University. She is also a graduate of Harvard Business School’s Advanced
      Management Program.




***Dr. Yehoshua
      (Shuki) Gleitman*** has
      served as our director since our inception and as our Chief Technology Officer
      since February 2007. Since August 2000, Dr. Gleitman has served as the
      Managing Partner of Platinum Venture
      Capital Fund, a venture capital fund investing in Israeli high technology
      companies, which he founded. Dr. Gleitman is also the Chairman and Chief
      Executive Officer of Danbar Technology Ltd., an investment corporation listed
      on
      the Tel Aviv Stock Exchange (TASE), a position he has held since January 2001.
      From February 2000 through December 2005, Dr. Gleitman was the Chief
      Executive Officer of Shrem, Fudim, Kelner - Technologies Ltd., a TASE listed
      investment corporation, which he co-founded. Prior to that, Dr. Gleitman
      was the Chief Executive Officer of AMPAL Investment Corporation, a Nasdaq listed
      company, from 1997 through 2000, and the Chief Scientist of the Israeli Ministry
      of Industry and Trade from 1992 to 1997. From 1996 to 1997, Dr. Gleitman
      was also the Director General of the Ministry. The office of the Chief Scientist
      (OCS), which Dr. Gleitman led, is the division of the Israeli Government
      responsible for setting up and executing the national policy of creating and
      investing into the technology industries in Israel. In addition to Danbar
      Technology, Dr. Gleitman currently serves on the boards of directors of the
      following public traded companies: Capitol Point Ltd., a technology incubation
      company (TASE); Walla Ltd., an Internet portal (TASE); Teuza Ventures Ltd.,
      a
      publicly-traded venture capital firm (TASE); Mer Telemanagement Solutions Ltd.,
      a billing solution company for the telecommunication industry (Nasdaq: MTS);
      and
      Widemed Ltd, a biomedical company (TASE), of which Dr. Gleitman is Chairman
      of the Board. Dr. Gleitman holds B.Sc., M.Sc. and Ph.D. degrees in Physical
      Chemistry from the Hebrew University of Jerusalem. Dr. Gleitman is the
      Honorary Consul General of Singapore in Israel since 1998.




51




***Elisha
      Yanay*** has been
      a director since our inception. Since July 2004, Mr. Yanay has served as a
      Senior Vice President of Motorola, Inc., a global communications company.
      Mr. Yanay has been the General Manager of Motorola Israel Ltd. since 1990
      and has been its Chairman since 2001. Prior to that, in the course of his 36
      years with Motorola, Mr. Yanay served in a variety of positions, including
      as marketing manager for all signaling products in Israel and as Motorola
      Israel’s representative in the U.S. Mr. Yanay has served as the Chairman of
      the Israel Association of Electronics and Information Industries since January
      2004. Mr. Yanay is also leading Education 2000, a forum for the expansion
      and enhancement of technological and scientific education in Israel, and is
      the
      Industry Representative on the Council for Higher Education, a position he
      has
      held since January 2002. Mr. Yanay received the Rothschild Prize for
      Innovation in 1980 for the computerized irrigation system that he designed
      and developed.
      Mr. Yanay has a B.Sc. in Electronics Engineering from the Technion
      Institute of Technology in Haifa, Israel. In June 1997, in recognition of his
      personal initiative and contribution to the development and promotion of
      technological education in Israel, Mr. Yanay was named a Distinguished
      Fellow of the Technion Faculty of Electrical Engineering and an Honorary Fellow
      of the Tel-Aviv University Faculty of Engineering. In May 1998, Mr. Yanay
      was awarded Honorary Fellow of the Technion.




***Avigdor
      Kaplan*** has
      served as a director since our inception. Since 1997, Mr. Kaplan has been
      the President and Chief Executive Officer of CLAL Insurance Pensions &
Finance Group, one of Israel’s leading insurance, mutual funds, pension funds
      and financial services groups. From 1992 through 1997, Mr. Kaplan was the
      Director General of Kupat Holim Clalit, Israel’s first and largest health
      management organization (HMO). Prior to that, Mr. Kaplan held a series of
      positions of increasing responsibility at Israel Aircraft Industries and the
      Israel Police. Mr. Kaplan has served and serves as chairman and board
      member on numerous Boards of Directors of the subsidiaries of CLAL Insurance
      Group and as Chairman of the Board of Company for the Development of Cancer
      Cures and Rheumatic Diseases. Mr. Kaplan has a B.A in economics and
      statistics from Hebrew University in Jerusalem, Israel and a M.Sc. in Industrial
      Management Engineering from the Technion Institute of Technology in Haifa,
      Israel.




***Ido
      Bahbut*** **** has
      served as our Chief Financial Officer since February 2007. Since March 2005,
      Mr.
      Bahbut has been a self-employed Israeli Certified Public Accountant in a
      partnership he established with one other partner. In his firm he provides
      consulting and accounting services, and in addition he performs as a CFO of
      several companies, including Ascend Technology Ventures, an Israeli-based
      venture capital fund of which Mr. Bar-Niv and Ms. Lev are general partners.
      From
      January 2004 to March 2005, Mr. Bahbut worked as senior audit manager at Ernst
      & Young in Israel, were he was involved in audit work for both public and
      private companies. From October 1999 to January 2004, Mr. Bahbut worked as
      an
      audit manager at Luboshitz Kasierer, which was the Arthur Anderson affiliate
      in
      Israel, were he also was involved in audit work for both public and private
      companies. Mr. Bahbut received his B.A., Business Administration and
      Accounting from the College of Management Academic Studies Division and his
      M.A.
      in Law from the Bar Ilan University.




**Composition
      of the Board**




Our
      board
      of directors has five directors and is divided into three classes with only
      one
      class of directors being elected in each year and each class serving a
      three-year term. Upon the expiration of the term of a class of directors, directors
      in that class will be elected for three-year terms at the annual meeting of
      stockholders in the year in which their term expires. The term of office of
      the
      first class of directors, consisting of Mr. Yanay will expire at our first
      annual meeting of stockholders. The term of office of the second class of
      directors, consisting of Mr. Kaplan and Dr. Gleitman, will expire at
      the second annual meeting. The term of office of the third class of directors,
      consisting of Mr. Bar-Niv and Ms. Lev, will expire at the third annual
      meeting. With respect to each class, a director’s term will be subject to the
      election and qualification of their successors, or their earlier death,
      resignation or removal.




Pursuant
      to an arrangement with his employer, Motorola Israel Ltd., Mr. Yanay has
      informed us that if we acquire a competitor of Motorola, Inc., then he will
      resign from our board of directors at such time.




52




Our
      directors will play a key role in identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating its acquisition. None of our directors has been
      a
      principal of or affiliated with a public company or blank check company that
      executed a business plan similar to our business plan and none of our directors
      is currently affiliated with such an entity. However, we believe that the skills
      and expertise of our directors, their collective access to acquisition
      opportunities and ideas, their contacts, and their transaction expertise should
      enable them to successfully identify and effect an acquisition, although we
      cannot make any assurances that they will, in fact, be able to do
      so.




**Director
      Independence**




Our
      board
      of directors has determined that each of Messrs. Yanay and Kaplan, representing
      two of our five directors, are “independent” directors as defined in Rule 10A-3
      of the Exchange Act, and as defined by the rules of the American Stock Exchange.
      Under the corporate governance standards of the American Stock Exchange, by
      no
      later than June 22, 2008, the first anniversary of the completion of our initial
      public offering, a majority of our directors must be independent directors.
      We
      intend to reconstitute our board of directors prior to the first anniversary
      of
      the completion of our initial offering in order to comply with these
      requirements.




**Board
      Committees**




***Audit
      Committee***




Our
      audit
      committee consists of Messrs. Yanay, Kaplan and Gleitman. The audit committee
      reviews the professional services and independence of our independent registered
      public accounting firm and our accounts, procedures and internal controls.
      The
      audit committee will also select the firm that will serve as our independent
      registered public accounting firm, review and approve the scope of the annual
      audit, review and evaluate with the independent public accounting firm our
      annual audit and annual consolidated financial statements, review with
      management the status of internal accounting controls, evaluate problem areas
      having a potential financial impact on us that may be brought to the committee’s
      attention by management, the independent registered public accounting firm
      or
      the board of directors and evaluate all of our public financial reporting
      documents. Our board of directors has adopted an audit committee charter, a
      form
      of which is filed as Exhibit 99.1 to this Annual Report on Form
      10-K.




By
      no
      later than June 22, 2008, the first anniversary of the completion of our initial
      public offering, we intend to have the audit committee composed entirely of
      “independent” directors. Each of the members of the audit committee are
“financially literate” as defined under the American Stock Exchange listing
      standards. The American Stock Exchange listing standards define “financially
      literate” as being able to read and understand fundamental financial statements,
      including a company’s balance sheet, income statement and cash flow
      statement.




In
      addition, we must certify to the American Stock Exchange that the committee
      will, and will continue to have, at least one member who has past employment
      experience in finance or accounting, requisite professional certification in
      accounting, or other comparable experience or background that results in the
      individual’s financial sophistication. Mr. Kaplan satisfies the American Stock
      Exchange’s definition
      of financial sophistication and also qualifies as an “audit committee financial
      expert,” as defined under rules and regulations of the SEC.




***Compensation
      Committee***




The
      compensation committee consists of Messrs. Yanay and Kaplan, each of whom is
      an
      independent director under the American Stock Exchange listing standards. This
      committee is responsible for recommending the compensation of our executive
      officers.




**Guidelines
      For Selecting Director Nominees**




Director
      nominees are selected and recommended to the board of directors by a majority
      of
      the independent directors. We have established guidelines for selecting nominees
      that generally provide that persons to be nominated should be actively engaged
      in business endeavors, have an understanding of financial statements, corporate
      budgeting and capital structure, be familiar with the requirements of a publicly
      traded company, be familiar with industries relevant to our business endeavors,
      be willing to devote significant time to the oversight duties of the board
      of
      directors of a public company and be able to promote a diversity of views based
      on the person’s education, experience and professional employment.




53




**Code
      of Conduct and Ethics**




We
      are
      committed to maintaining the highest standards of business conduct and ethics.
      We have adopted a code of conduct and ethics applicable to our directors,
      officers and employees. The code of conduct and ethics reflects our values
      and
      the business practices and principles of behavior that support this commitment.
      The code of conduct and ethics satisfies SEC rules for a “code of ethics”
required by Section 406 of the Sarbanes-Oxley Act of 2002, as well as the
      American Stock Exchange rules for a “code of conduct and ethics.” A form of the
      code of conduct and ethics is filed as Exhibit 14.1 to this Annual Report on
      Form 10-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. Our management may have conflicts of interest
      in
      determining to which entity a particular business opportunity should be
      presented.




·  Our
      officers and directors 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 our company.




·  Since
      our
      directors beneficially own shares of our common stock which will be released
      from escrow only if a business combination is successfully completed, and may
      own warrants which will expire worthless if a business combination is not
      consummated, our board may have a conflict of interest in determining whether
      a
      particular target business is appropriate to effect a business combination.
      Additionally, no liquidation distributions will be paid with respect to any
      of
      the initial shares beneficially owned by our directors or with respect to the
      shares underlying any founder warrants owned by them at the time of such
      liquidation, which also might cause them to have a conflict of interest in
      determining whether a particular target business is appropriate. Furthermore,
      the purchaser of the founder warrants has contractually agreed that the warrants
      and the underlying securities will not be sold or transferred by it until after
      we have completed a business combination.




·  Our
      officers and directors may enter into consulting or employment agreements with
      the company as part of a business combination pursuant to which they may be
      entitled to compensation for their services to be rendered to the company after
      the consummation of a business combination. The personal and financial interests
      of our directors and officers may influence their motivation in identifying
      and
      selecting a target business, timely completing a business combination and
      securing the release of their stock.




·  Our
      directors and officers may purchase shares of common stock in the open market.
      If they do, they would be entitled to vote such shares as they choose on a
      proposal to approve a business combination.




·  If
      we
      determined to enter into a business combination with an entity affiliated with
      any of our officers, directors or initial stockholders, they may benefit
      personally and financially from such transaction. As a result, such personal
      and
      financial interests may influence their motivation in identifying and selecting
      a target business.




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.




54




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




In
      order
      to minimize potential conflicts of interest which may arise from multiple
      corporate affiliations, each of our officers and directors has agreed, until
      the
      earliest of a business combination, our liquidation or such time as he or she
      ceases to be an officer or director, to present to our company for our
      consideration, prior to presentation to any other entity, any business
      opportunity which may reasonably be required to be presented to us under
      Delaware law, subject to any pre-existing fiduciary obligations he or she might
      have.




Mr. Bar-Niv
      and Ms. Lev are each a General Partner of Ascend Technology Ventures, and
      Dr. Gleitman is Managing Partner at Platinum Venture Capital, each of which
      are venture capital firms located in Israel. Each of Ascend Technology Ventures
      and Platinum Venture Capital have currently invested all of their funds that
      are
      available for new investments. Consequently, we do not believe that there will
      be any conflicts of interest regarding potential investment opportunities
      between us, on the other hand, and either of Ascend Technology Ventures and
      Platinum Venture Capital, on the other hand.




In
      connection with the vote required for any business combination, our initial
      stockholders have agreed to vote the shares of common stock then owned by them,
      including any shares of common stock purchased in or following our initial
      offering, in accordance with the vote of the public stockholders owning a
      majority of the shares of our common stock sold in our initial offering. In
      addition, they have agreed to waive their respective rights to participate
      in
      any liquidation distribution but only with respect to their initial shares
      and
      the shares of common stock underlying any founder warrants held by them at
      the
      time of such liquidation.




To
      further minimize potential conflicts of interest, we have agreed not to
      consummate a business combination with an entity which is affiliated with any
      of
      our initial stockholders unless we obtain an opinion from an independent
      investment banking firm that the business combination is fair to our
      stockholders from a financial point of view. Furthermore, in no event will
      any
      of our existing officers, directors or stockholders, or any entity with which
      they are affiliated, be paid any finder’s fee, consulting fee or other
      compensation prior to, or for any services they render in order to effectuate,
      the consummation of a business combination; provided, however, that we are
      permitted to pay a finder’s fee or other compensation to Shrem, Fudim, Kelner
& Co. Ltd. and/or to Shrem, Fudim, Kelner - Technologies Ltd. should
      they provide us services prior to or in connection with a business combination.
      We currently do not anticipate entering into a business combination with an
      entity affiliated with any of such individuals or entities.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act requires our officers, directors and persons who
      own
      more than 10% of a registered class of our equity securities to file reports
      of
      ownership and changes in ownership with the SEC. Officers, directors and 10%
      stockholders are required by regulation to furnish us with copies of all Section
      16(a) forms they file. Based solely on copies of such forms received, we believe
      that, during the year ended December 31, 2007, all filing requirements
      applicable to our officers, directors and greater than 10% beneficial owners
      were complied with.




**Item 11.
      EXECUTIVE COMPENSATION**




**Officer
      and Director Compensation**




No
      officer has received, or is entitled to receive, any cash compensation for
      services rendered, other than reasonable out-of-pocket expenses. No compensation
      of any kind, including finder’s and consulting fees, will be paid to any of our
      existing stockholders, directors and officers, or any of their respective
      affiliates, for services rendered prior to or in connection with a business
      combination; provided, however, that we are permitted to pay a finder’s fee or
      other compensation to Shrem, Fudim, Kelner & Co. Ltd. and/or to Shrem,
      Fudim, Kelner - Technologies Ltd. should they provide us services prior to
      or in connection with a business combination. However, our existing
      stockholders, directors and officers will receive reimbursement for any
      reasonable out-of-pocket expenses incurred by them in connection with activities
      on our behalf such as participating in the offering process, identifying a
      potential target business and performing due diligence on a suitable business
      combination. There is no limit on the amount of these reasonable out-of-pocket
      expenses and there will be no review of the reasonableness of the expenses
      by
      anyone other than our board of directors, which includes persons who may seek
      reimbursement, or a court of competent jurisdiction if such reimbursement is
      challenged.




55




We
      have
      agreed to pay a monthly fee of $10,000 to LMS Nihul, an affiliate of M.O.T.A.
      Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial
      stockholders, for general and administrative services including office space,
      utilities and secretarial support. We believe, based on rents and fees for
      similar services in Israel, that the fee charged by LMS Nihul is at least as
      favorable as we could have obtained from an unaffiliated third
      party.




**Compensation
      Committee Interlocks and Insider Participation**




None.




**Compensation
      Committee Report**




None
      of
      our executive officers have received any compensation for services rendered
      during the fiscal year ended December 31, 2007 and therefore our independent
      directors have not reviewed and discussed a Compensation Discussion and
      Analysis required by Item 402(b) of Regulation S-K with management for such
      fiscal year.




This
      report is provided by the board of directors:




Moshe
      Bar-NivLiora Lev Yehoshua
        (Shuki) Gleitman Elisha
          YanayAvigdor
          Kaplan


**Item
                12.**
              ****SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER
                  MATTERS****


The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of March 15, 2008 by the following individuals or groups:




·
            each
                person or entity who is known by us to own beneficially more than
                5% of
                our outstanding stock;




·
            each
                of our officers and directors; and




·
            all
                of our officers and directors as a group.




Beneficial
      ownership is determined in accordance with the rules of the SEC and generally
      includes voting or investment power with respect to the securities. Except
      as
      otherwise indicated, and subject to applicable community property laws, we
      believe that all persons named in the table have sole voting and investment
      power with respect to all shares of common stock held by them.




**Name
                and Address(1)**
            
            **Amount and**
              **Nature
                of**
              **Beneficial**
              **Ownership**
            
            **Percent
                of**
              **Shares**
              **Outstanding*****5%
                Stockholders***M.O.T.A.
                Holdings Ltd.
            
            
            1,461,042
            
            
            5.4
            %OLEV
                Holdings Ltd
            
            
            1.461,041
            
            
            5.4
            %FSGL
                Holdings Ltd
            
            
            1,461,042
            
            
            5.4
            %Fir
                Tree, Inc., Fir Tree Value Master Fund, L.P., and Fir Tree Capital
                Opportunity Master Fund, L.P. (2)
            
            
            1,435,300
            
            
            5.3
            %HBK
                Investments L.P., HBK Services LLC, HBK Partners II L.P., HBK Management
                LLC, and HBK Master Fund L.P. (3)
            
            
            1,698,361
            
            
            6.3
            %QVT
                Financial LP, QVT Financial GP LLC, QVT Fund LP, and QVT Associates
                GP LLC
                (4)
            
            
            2,192,167
            
            
            8.1
            %Drawbridge
                DSO Securities LLC, Drawbridge Special Opportunities Fund LP, Drawbridge
                Special Opportunities GP LLC, Drawbridge Special Opportunities Advisors
                LLC, Fortress Principal Investment Holdings IV LLC, FIG LLC, Fortress
                Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC
                (5)
            
            
            1,856,250
            
            
            6.9
            %***Directors
                and Executive Officers***Moshe
                Bar-Niv (6)
            
            
            1,461,042
            
            
            5.4
            %Liora
                Lev (7)
            
            
            1,461,041
            
            
            5.4
            %Yehoshua
                Gleitman (8)
            
            
            1,461,042
            
            
            5.4
            %Ido
                Bahbut
            
            
            15,000
            
            
            *Avigdor
                Kaplan
            
            
            20,000
            
            
            *Elisha
                Yanay
            
            
            82,500
            
            
            *All
                directors and executive officers as a group (6 persons)
            
            
            4,500,625
            
            
            16.7
            %







*
            Less
                than 1% of our outstanding shares of common stock.




56




(1)
            Unless
                otherwise indicated, the address for each stockholder listed in the
                following table is c/o Advanced Technology Acquisition Corp., 14
                A
                Achimeir Street, Ramat GAN 52587 Israel.(2)
            Based
                on information contained in a Schedule 13G/A filed by Fir Tree, Inc.,
                Fir
                Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master
                Fund,
                L.P. on February 14, 2008. Fir Tree Value Master Fund, L.P. may
                direct the vote and disposition of 1,117,915 shares of common stock.
                Fir
                Tree Capital Opportunity Master Fund, L.P. may direct the vote and
                disposition of 257,385 shares of common stock. Fir Tree, Inc. has
                been
                granted investment discretion over the shares of common stock held
                by Fir
                Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master
                Fund,
                L.P. The address of Fir Tree, Inc. is 505 Fifth Avenue, 23rdFloor, New York, New York 10017. The address of bothFir
                Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master
                Fund,
                L.P.is
                c/o Admiral Administration Ltd., Admiral Financial Center, 5thFloor, 90 Fort Street, Box 32021 SMB, Grand Cayman, Cayman Islands.(3)
            Based
                on information contained in a Schedule 13G/A filed by HBK Investments,
                L.P., HBK Services LLC, HBK Partners II L.P., HBK Management LLC
                and HBK
                Master Fund L.P. on February 1, 2008. Each has shared voting and
                dispositive power of 1,698,361 shares of common stock. The address
                for
                each of the entities is 300
                Crescent Court, Suite 700, Dallas, Texas 75201.(4)
            Based
                on information contained in a Schedule 13G/A filed by QVT Financial
                LP,
                QVT Financial GP LLC, QVT Fund LP, and QVT Associates GP LLC on January
                31, 2008. QVT Financial LP (“QVT Financial”) is the investment manager for
                QVT Fund LP (the “Fund”), which has beneficial ownership of 1,784,397
                shares of Common Stock, and for Quintessence Fund L.P. (“Quintessence”),
                which beneficially owns 195,667 shares of Common Stock. QVT Financial
                is
                also the investment manager for a separate discretionary account
                managed
                for Deutsche Bank AG (the “Separate Account”), which holds 212,103 shares
                of Common Stock. QVT Financial has the power to direct the vote and
                disposition of the Common Stock held by the Fund, Quintessence and
                the
                Separate Account. Accordingly, QVT Financial may be deemed to be
                the
                beneficial owner of an aggregate amount of 2,192,167 shares of Common
                Stock, consisting of the shares owned by the Fund and Quintessence,
                and
                the shares held in the Separate Account. QVT Financial GP LLC, as
                General
                Partner of QVT Financial, may be deemed to beneficially own the same
                number of shares of Common Stock reported by QVT Financial. QVT Associates
                GP LLC, as General Partner of the Fund and Quintessence, may be deemed
                to
                beneficially own the aggregate number of shares of Common Stock owned
                by
                the Fund and Quintessence, and accordingly, QVT Associates GP LLC
                may be
                deemed to be the beneficial owner of an aggregate amount of 1,980,064
                shares of Common Stock. The address for each of the entities is 1177
                Avenue of the Americas, 9thFloor, New York, New York 10036, except for the Fund, whose address
                is
                Walkers SPV, Walkers House Mary Street, George Town, Grand Cayman,
                KY1-9002, Cayman Islands.(5)
            Based
                on information contained in a Schedule 13G filed by Drawbridge DSO
                Securities LLC, Drawbridge Special Opportunities Fund LP, Drawbridge
                Special Opportunities GP LLC, Drawbridge Special Opportunities Advisors
                LLC, Fortress Principal Investment Holdings IV LLC, FIG LLC, Fortress
                Operating Entity I LP, FIG Corp., and Fortress Investment Group LLC
                on
                June 29, 2007. Drawbridge DSO Securities LLC beneficially owns 1,577,813
                shares of common stock. Drawbridge Special Opportunities Fund LP
                is deemed
                to beneficially own 1,577,813 shares solely as in its capacity as
                the sole
                managing member of Drawbridge DSO Securities LLC. Drawbridge Special
                Opportunities GP LLC is deemed to beneficially own 1,577,813 shares
                solely
                in its capacity as the general partner of Drawbridge Special Opportunities
                Fund LP. Drawbridge Special Opportunities Advisors LLC is deemed
                to
                beneficially own 1,856,250 shares solely in its capacity as the investment
                advisor of each of Drawbridge Special Opportunities Fund LP and Drawbridge
                Special Opportunities Fund Ltd., the latter of which beneficially
                owns
                278,437 shares of common stock. Fortress Principal Investment Holdings
                IV
                LLC is deemed to beneficially own 1,577,813 shares solely in its
                capacity
                as the sole managing member of Drawbridge Special Opportunities GP
                LLC.
                FIG LLC is deemed to beneficially own 1,856,250 shares solely in
                its
                capacity as the sole managing member of Drawbridge Special Opportunities
                Advidors LLC. Fortress Operating Entity I LP is deemed to beneficially
                own
                1,856,250 shares solely in its capacity as the sole managing member
                of
                each of FIG LLC and Fortress Principal Investment Holdings IV LLC.
                FIG
                Corp. is deemed to beneficially own 1,856,250 shares solely in its
                capacity as the general partner of Fortress Operating Entity I LP.
                Fortress Investment Group LLC is deemed to beneficially own 1,856,250
                shares solely in its capacity as the holder of all the issued and
                outstanding shares of beneficial interest of FIG Corp. The address
                for
                each of the entities is c/o
                Fortress Investment Group LLC, 1345 Avenue of the Americas, 46thFloor, New York, New York
                10105.




57


(6)
              Consists
                  of the 1,461,042 shares held by M.O.T.A. Holdings Ltd., of which
                  Mr.
                  Bar-Niv is the controlling
                  stockholder.  (7)
              Consists
                  of the 1,461,041 shares held by OLEV Holdings Ltd, of which Ms.
                  Lev is the
                  controlling stockholder.  (8)
              Consists
                  of the 1,461,042 shares held by FSGL Holdings Ltd, of which Dr.
                  Gleitman
                  is the controlling stockholder.




All
      of
      our securities outstanding prior to the effective date of our initial public
      offering, including the private placement warrants, were placed in escrow with
      Continental Stock Transfer & Trust Company, as escrow agent, and shall
      remain in escrow until the consummation of a business combination.




During
      the escrow period, the holders of the shares will not be able to sell or
      transfer their shares of common stock (except to their spouses and children,
      or
      trusts established for their benefit), but will retain all other rights as
      our
      stockholders, including, without limitation, the right to vote their shares
      of
      common stock (subject to their agreement to vote all of their shares of common
      stock, including any shares of common stock purchased in or following our
      initial offering, in accordance with the majority of the shares of common stock
      voted by the public stockholders) 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 placed in escrow. If we are unable to effect a business
      combination and liquidate, none of our existing stockholders, directors or
      officers will receive any portion of the liquidation proceeds with respect
      to
      common stock owned by them immediately before our initial offering.




We
      consider Mr. Bar-Niv; Ms. Lev; Dr. Gleitman; Shrem, Fudim, Kelner
      - Technologies Ltd.; and Shrem, Fudim, Kelner & Co. Ltd. to be our promoters
      as such term is defined within the rules promulgated by the SEC under the
      Securities Act.




**Item
                **13.****
              ****CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE****




**Transactions
      with Related Persons**




On
      June 22, 2007, we issued an aggregate of 3,625,000 warrants at a price of
      $1.00 per warrant, for an aggregate purchase price of $3,625,000 in a private
      placement to the individuals set forth below:




**Name**
            
            **Number of**
                **Warrants**
            
            **Relationship
                to Us**M.O.T.A.
                Holdings Ltd. (1)
            
            708,334
            
            StockholderFSGL
                Holdings Ltd (2)
            
            708,333
            
            StockholderOLEV
                Holdings Ltd (3)
            
            708,333
            
            StockholderShrem,
                Fudim, Kelner - Technologies Ltd.
            
            933,333
            
            StockholderShrem,
                Fudim, Kelner & Co. Ltd.
            
            466,667
            
            StockholderElisha
                Yanay
            
            100,000
            
            Stockholder
                and Director







(1)
            An
                entity controlled by Mr. Bar-Niv, one of our directors and our Chairman
                of
                the Board. 125,000 and 41,667 warrants, respectively, were pledged
                to CRT
                Capital Group LLC and I-Bankers Securities, Inc. pursuant to a Pledge
                and
                Escrow Agreement dated June 22,
                2007.





(2)
            An
                entity controlled by Dr. Gleitman, one of our directors and our Chief
                Technology Officer. 125,000 and 41,667 warrants, respectively, were
                pledged to CRT Capital Group LLC and I-Bankers Securities, Inc. pursuant
                to a Pledge and Escrow Agreement dated June 22,
                2007




(3)
            An
                entity controlled by Ms. Lev, one of our directors and our Chief
                Executive
                Officer. 125,000 and 41,666 warrants, respectively, were pledged
                to CRT
                Capital Group LLC and I-Bankers Securities, Inc. pursuant to a Pledge
                and
                Escrow Agreement dated June 22,
                2007




58




These
      warrants, which we refer to collectively as the founder warrants, will not
      be
      sold or transferred by the purchasers of the founder warrants until the later
      of
      June 18, 2008, and the completion of our initial business combination. The
      $3,625,000 in proceeds from the sale of the founder warrants will be held in
      the
      trust account. The founder warrants will expire worthless if we do not complete
      a business combination. Prior to the closing of our initial offering, two of
      the
      underwriters, CRT Capital Group LLC and I-Bankers Securities, Inc., loaned
      to
      certain of the founders $500,000 to be used to purchase a portion of the founder
      warrants. Such loan was secured by a pledge of 500,000 founder warrants. The
      founders will not be required to repay this loan unless a business combination
      is completed. The initial stockholders will not be required to pay interest
      on
      the loans, unless they default on the loan, which would occur if the initial
      stockholders fail to make required payments or become insolvent. Under the
      terms
      of the note, within five business days after the completion of the business
      combination, the founders will transfer to CRT Capital Group LLC and I-Bankers
      Securities, Inc. 500,000 of the founder warrants. In addition, within five
      business days after the expiration of the escrow period, the founders will
      repay
      the principal amount of the loan to CRT Capital Group LLC and I-Bankers
      Securities, Inc. The initial stockholders will fund the remainder of the
      purchase price ($3,125,000) by using their own funds.




The
      purchasers of the founder warrants have also indicated that any warrants
      purchased by them will not be sold or transferred until the completion of a
      business combination. These purchases are expected to align the interests of
      the
      purchasers of the founder warrants more closely with those of the public
      stockholders and warrantholders by placing more of our officers’ and directors’
capital at risk. Purchases of founder warrants also demonstrate confidence
      in
      our ultimate ability to effect a business combination because the founder
      warrants, which cannot be transferred until the later of June 18, 2008, and
      the
      completion of our initial business combination, will expire worthless if we
      are
      unable to consummate a business combination and are forced to liquidate.
      The holders of the founder warrants and the common stock underlying such
      warrants are entitled to registration rights with respect to such securities
      under an agreement dated June 18, 2007. Unlike the other warrants, the founder
      warrants cannot be sold or transferred unless such warrants or the shares for
      which such warrants are exercisable are first registered on a registration
      statement.





M.O.T.A.
      Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd have loaned us an
      aggregate of $219,000 the payment of a portion of the offering expenses and
      have
      incurred an additional $120,930 of liabilities relating to our initial offering.
      These non-interest bearing loans were initially payable on September 14, 2007,
      were deferred to October 2007 and were thereafter repaid. The last payment
      on
      the loans was made on October 10, 2007.




We
      will
      reimburse our existing stockholders, directors and officers for any reasonable
      out-of-pocket expenses incurred by them in connection with activities on our
      behalf such as identifying a potential target business and performing due
      diligence on a suitable business combination. There is no limit on the amount
      of
      these reasonable out-of-pocket expenses and there will be no review of the
      reasonableness of the expenses by anyone other than our board of directors,
      which includes persons who may seek reimbursement, or a court of competent
      jurisdiction if such reimbursement is challenged.




Other
      than the $10,000 per-month administrative fee, repayment of the management
      loans
      and reimbursable out-of-pocket expenses payable to our officers and directors,
      no compensation or fees of any kind, including finder’s fees, consulting fees or
      other similar compensation, will be paid to any of our initial stockholders,
      officers or directors who owned our common stock prior to our initial offering,
      or to any of their respective affiliates, prior to or with respect to the
      business combination.





**Review,
      Approval or Ratification of Transactions with Related Persons**




All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable to us than are available
      from unaffiliated third parties. Such transactions or loans, including any
      forgiveness of loans, will require prior approval by a majority of our
      uninterested “independent” directors (to the extent we have any) or the members
      of our board who do not have an interest in the transaction, in either case
      who
      had access, at our expense, to our attorneys or independent legal counsel.
      We
      will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested
      directors) determine that the terms of such transaction are no less favorable
      to
      us than those that would be available to us with respect to such a transaction
      from unaffiliated third parties.




59




**Item
              **14.****
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**




**Audit
      and Non-Audit Services**




The
      firm
      of Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu
      (“ Deloitte ”),
      an
      independent registered public accounting firm acts as our principal accountant.
      Deloitte manages and supervises the audit, and is exclusively responsible for
      the opinion rendered in connection with its examination. We have engaged
      Deloitte to assist us in the preparation of our audited financial statements.
      The following is a summary of fees paid to Deloitte for services
      rendered:




**Service
                Category**
            
            **2007**Audit
                Fees
            
            $
            40,000Tax
                Fees
            
            
            5,000All
                Other Fees
            
            
            –Total
            
            $
            45,000




In
      the
      above table, in accordance with the SEC’s definitions and rules, “audit fees”
are fees for professional services for the audit of a company’s financial
      statements included in the annual report on Form 10-K, for the review of a
      company’s financial statements included in the quarterly reports on
      Form 10-Q, and for services that are normally provided by the accountant in
      connection with statutory and regulatory filings or engagements; “audit-related
      fees” are fees for assurance and related services that are reasonably related to
      the performance of the audit or review of a company’s financial statements; and
“tax fees” are fees for tax compliance, tax advice and tax planning. Included in
      Audit Fees are fees that were billed and unbilled for the 2007 audit and fees
      associated with our initial public offering. Audit fees associated with our
      initial public offering totaled $25,000.




**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
      of
      Independent Registered Public Accounting Firm**




To
      help
      ensure the independence of the independent registered public accounting firm,
      the audit committee has adopted a policy for the pre-approval of all audit
      and
      non-audit services to be performed for us by our independent registered public
      accounting firm. Pursuant to this policy, all audit and non-audit services
      to be
      performed by the independent registered public accounting firm must be approved
      in advance by the audit committee.




**PART
      IV**




**Item
              **15.****
            **EXHIBITS,
                FINANCIAL STATEMENT
                SCHEDULES**




(a)
      The
      following documents are filed as part of this Annual Report on Form 10-K:




(1)
            *Financial
                Statements*.




Reference
      is made to the Index to consolidated financial statements of Advanced Technology
      Acquisition Corp. under Item 8 of Part II hereof.




(2)
            *Financial
                Statement Schedule*.




All
      schedules are omitted for the reason that the information is included in the
      financial statements or the notes thereto or that they are not required or
      are
      not applicable.




(3)
            *Exhibits*.


The
        list
        of exhibits required by Item 601 of Regulation S-K and filed as part of this
        report is set forth in the Exhibit Index.
  60





**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.


ADVANCED
                TECHNOLOGY ACQUISITION CORP.By:
            */*s*/
                Liora Lev*Liora
                LevDate:
                March 26, 2008




**POWER
      OF ATTORNEY**




We,
      the
      undersigned directors and/or officers of Advanced Technology Acquisition Corp.
      (the “Company”), hereby severally constitute and appoint Shuki Gleitman,
      Liora Lev and Moshe Bar-Niv, and each of them individually, with full
      powers of substitution and resubstitution, our true and lawful attorneys, with
      full powers to them and each of them to sign for us, in our names and in the
      capacities indicated below, the Annual Report on Form 10-K to be filed with
      the
      Securities and Exchange Commission, and any and all amendments to said Annual
      Report on Form 10-K, and to file or cause to be filed the same, with all
      exhibits thereto and other documents in connection therewith, with the
      Securities and Exchange Commission, granting unto said attorneys, and each
      of
      them, full power and authority to do and perform each and every act and thing
      requisite and necessary to be done in connection therewith, as fully to all
      intents and purposes as each of them might or could do in person, and hereby
      ratifying and confirming all that said attorneys, and each of them, or their
      substitute or substitutes, shall do or cause to be done by virtue of this Power
      of Attorney.




Pursuant
      to the requirements of the Securities and Exchange Act of 1934, this report
      has
      been signed below by the following persons on behalf of the registrant and
      in
      the capacities and on the dates indicated:




**Signature**
            
            **Title**
            
            **Date***/*s*/
                Moshe Bar-Niv*
            
            Chairman
                of the Board of Directors
            
            March
                26, 2008**Moshe
                Bar-Niv***/*s*/
                Liora Lev*
            
            Chief
                Executive Officer and Director
            
            March
                26, 2008**Liora
                Lev**
            
            (principal
              executive
              officer)*/*s*/
                Yehoshua Gleitman*
            
            Chief
                Technology Officer and Director
            
            March
                26, 2008**Yehoshua
                Gleitman***/*s*/
                Ido Bahbut*
            
            Chief
                Financial Officer, Treasurer and Secretary
            
            March
                26, 2008**Ido
                Bahbut**
            
            (principal
              financial
              and accounting officer)*/*s*/
                Elisha Yanay*
            
            Director
            
            March 26,
                2008**Elisha
                Yanay***/*s*/
                Avigdor Kaplan*
            
            Director
            
            March 26,
                2008**Avigdor
                Kaplan**




61


**EXHIBIT
      INDEX**


**Exhibit Number**
              
              **Description**3.1
              
              Form
                  of Amended and Restated Certificate of Incorporation (incorporated
                  by
                  reference to Exhibit 3.1 of the Company’s Registration Statement on Form
                  S-1/A (Registration No. 333-137863), filed on February 16,
                  2007.3.2
              
              Bylaws
                  (incorporated by reference to Exhibit 3.2 of the Company’s Registration
                  Statement on Form S-1 (Registration No. 333-137863), filed on October
                  6, 2006.4.1
              
              Specimen
                  of Unit Certificate (incorporated by reference to Exhibit 4.1 of
                  the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.2
              
              Specimen
                  of Common Stock Certificate (incorporated by reference to Exhibit
                  4.2 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.3
              
              Specimen
                  of Warrant Certificate (incorporated by reference to Exhibit 4.3
                  of the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.4
              
              Specimen
                  Founder Warrant Certificate (incorporated by reference to Exhibit
                  4.4 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.5
              
              Specimen
                  Underwriter Unit Certificate (incorporated by reference to Exhibit
                  4.5 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.6
              
              Specimen
                  Underwriter Warrant Certificate (incorporated by reference to Exhibit
                  4.6
                  of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.4.7
              
              Form
                  of Unit Purchase Option to be granted to certain of the Underwriters
                  (incorporated by reference to Exhibit 4.7 of the Company’s Registration
                  Statement on Form S-1/A (Registration No. 333-137863), filed on June
                  14, 2007.4.8
              
              Form
                  of Warrant Agreement between Continental Stock Transfer & Trust
                  Company and the Registrant (incorporated by reference to Exhibit
                  4.8 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.1
              
              Letter
                  Agreement of M.O.T.A. Holdings Ltd., as an Initial Stockholder
                  of the
                  Company, dated September 29, 2006 (incorporated by reference to
                  Exhibit
                  10.1 of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of
                  M.O.T.A. Holdings Ltd., as an Initial Stockholder of the Company,
                  dated
                  February 16, 2007 (incorporated by reference to Exhibit 10.1 of
                  the
                  Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on February 16, 2007.10.2
              
              Letter
                  Agreement of FSGL Holdings Ltd, as an Initial Stockholder of the
                  Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit
                  10.2 of the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of FSGL
                  Holdings Ltd, as an Initial Stockholder of the Company, dated February
                  16,
                  2007 (incorporated by reference to Exhibit 10.2 of the Company’s
                  Registration Statement on Form S-1/A (Registration No. 333-137863),
                  filed on February 26, 2007.
 
 10.3
              
              Letter
                  Agreement of OLEV Holdings Ltd, as an Initial Stockholder of the
                  Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit 10.3
                  of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of OLEV
                  Holdings Ltd, as an Initial Stockholder of the Company, dated
                  February 16, 2007 (incorporated by reference to Exhibit 10.3 of
                  the Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on February 16, 2007.10.4(a)
              
              Letter
                  Agreement of Josef Neuhaus Ltd, as an Initial Stockholder of the
                  Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit
                  10.4 of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.4(b)
              
              Letter
                  Agreement of Ido Bahbut, as an Initial Stockholder of the Company,
                  dated
                  February 16, 2007 (incorporated by reference to Exhibit 10.4(b)
                  of the Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on February 16, 2007.10.5
              
              Letter
                  Agreement of Shrem, Fudim, Kelner - Technologies Ltd., as an Initial
                  Stockholder of the Company, dated September 29, 2006 (incorporated
                  by
                  reference to Exhibit 10.5 of the Company’s Registration Statement on Form
                  S-1 (Registration No. 333-137863), filed on October 6,
                  2006.10.6
              
              Letter
                  Agreement of Shrem, Fudim, Kelner & Co. Ltd., as an Initial
                  Stockholder of the Company, dated September 29, 2006 (incorporated
                  by
                  reference to Exhibit 10.6 of the Company’s Registration Statement on Form
                  S-1 (Registration No. 333-137863), filed on October 6,
                  2006.10.7
              
              Letter
                  Agreement of Avigdor Kaplan, as an Initial Stockholder of the Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit
                  10.7 of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.8
              
              Letter
                  Agreement of Elisha Yanay, as an Initial Stockholder of the Company,
                  dated
                  September 29, 2006 (incorporated by reference to Exhibit 10.8 of
                  the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.9(a)
              
              Letter
                  Agreement of Josef Neuhaus, as an Officer of the Company, dated
                  September
                  29, 2006 (incorporated by reference to Exhibit 10.9 of the Company’s
                  Registration Statement on Form S-1 (Registration No. 333-137863),
                  filed on October 6, 2006.10.9(b)
              
              Letter
                  Agreement of Ido Bahbut, as an Officer of the Company, dated February
                  16,
                  2007 (incorporated by reference to Exhibit 10.9(b) of the Company’s
                  Registration Statement on Form S-1/A (Registration No. 333-137863),
                  filed on February 16, 2007.10.10
              
              Letter
                  Agreement of Elisha Yanay, as a Director of the Company, dated
                  September
                  29, 2006 (incorporated by reference to Exhibit 10.10 of the Company’s
                  Registration Statement on Form S-1 (Registration No. 333-137863),
                  filed on October 6, 2006.
  
  10.11
              
              Letter
                  Agreement of Avigdor Kaplan, as a Director of the Company, dated
                  September
                  29, 2006 (incorporated by reference to Exhibit 10.11 of the Company’s
                  Registration Statement on Form S-1 (Registration No. 333-137863),
                  filed on October 6, 2006.10.12
              
              Letter
                  Agreement of Moshe Bar-Niv, as a Director and Officer of the Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit 10.12
                  of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of Moshe
                  Bar-Niv, as a Director and Officer of the Company, dated
                  February 16, 2007 (incorporated by reference to Exhibit 10.12 of
                  the Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on February 16, 2007.10.13
              
              Letter
                  Agreement of Shuki Gleitman, as a Director and Officer of the Company,
                  dated September 29, 2006 (incorporated by reference to Exhibit
                  10.13 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of Shuki
                  Gleitman, as a Director and Officer of the Company, dated February
                  12, 2007 (incorporated by reference to Exhibit 10.13 of the Company’s
                  Registration Statement on Form S-1/A (Registration No. 333-137863),
                  filed on February 16, 2007.10.14
              
              Letter
                  Agreement of Liora Lev, as a Director and Officer of the Company,
                  dated
                  September 29, 2006 (incorporated by reference to Exhibit 10.14
                  of the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006; Letter Agreement of Liora
                  Lev, as a Director and Officer of the Company, dated February 16,
                  2007
                  (incorporated by reference to Exhibit 10.14 of the Company’s Registration
                  Statement on Form S-1/A (Registration No. 333-137863), filed on
                  February 16, 2007 .10.15
              
              Form
                  of Investment Management Trust Agreement between Continental Stock
                  Transfer & Trust Company and the Registrant (incorporated by reference
                  to Exhibit 10.15 of the Company’s Registration Statement on Form S-1
                  (Registration No. 333-137863), filed on October 6,
                  2006.10.16
              
              Form
                  of Stock Escrow Agreement between the Registrant, Continental Stock
                  Transfer & Trust Company and the Initial Stockholders (incorporated by
                  reference to Exhibit 10.16 of the Company’s Registration Statement on Form
                  S-1 (Registration No. 333-137863), filed on October 6,
                  2006.10.17
              
              Form
                  of Promissory Note (incorporated by reference to Exhibit 10.17
                  of the
                  Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.18
              
              Form
                  of Registration Rights Agreement among the Registrant and the Initial
                  Stockholders (incorporated by reference to Exhibit 10.18 of the
                  Company’s
                  Registration Statement on Form S-1 (Registration No. 333-137863),
                  filed on October 6, 2006.10.19(a)
              
              Letter
                  Agreement, dated September 29, 2006, between the Registrant and
                  each of
                  the Initial Stockholders (incorporated by reference to Exhibit
                  10.19 of
                  the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6,
                  2006.
  
  10.19(b)
              
              Letter
                  Agreement, dated February 16, 2007, between the Registrant and
                  Ido Bahbut,
                  in his capacity as an Initial Stockholder (incorporated by reference
                  to
                  Exhibit 10.19(b) of the Company’s Registration Statement on Form S-1/A
                  (Registration No. 333-137863), filed on February 16,
                  2007.10.20
              
              Form
                  of Subscription Agreement, dated September 29, 2006, between the
                  Registrant and each of the purchasers of the founder warrants
                  (incorporated by reference to Exhibit 10.20 of the Company’s Registration
                  Statement on Form S-1 (Registration No. 333-137863), filed on October
                  6, 2006.10.21
              
              Letter
                  Agreement, dated September 29, 2006, between the Registrant and
                  LMS Nihul
                  regarding administrative support (incorporated by reference to
                  Exhibit
                  10.21 of the Company’s Registration Statement on Form S-1 (Registration
                  No. 333-137863), filed on October 6, 2006.10.22
              
              Form
                  of Letter Agreement relating to forfeiture of shares of common
                  stock,
                  between the Registrant, the Underwriters and certain of the Initial
                  Stockholders of the Company (incorporated by reference to Exhibit
                  10.22 of
                  the Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on March 21, 2007.10.23
              
              Form
                  of Promissory Note among the Underwriters and certain of the Initial
                  Stockholders of the Company (incorporated by reference to Exhibit
                  10.23 of
                  the Company’s Registration Statement on Form S-1/A (Registration
                  No. 333-137863), filed on June 14, 2007.10.24
              
              Form
                  of Pledge Agreement among the Underwriters and certain of the Initial
                  Stockholders of the Company and the Escrow Agent (incorporated
                  by
                  reference to Exhibit 10.24 of the Company’s Registration Statement on Form
                  S-1/A (Registration No. 333-137863), filed on June 14,
                  2007.14.1
              
              Code
                  of Conduct and Business.31.1
              
              Certification
                  of Principal Executive Officer pursuant to Section 302(a) of the
                  Sarbanes-Oxley Act of 2002.31.2
              
              Certification
                  of Principal Financial Officer pursuant to Section 302(a) of the
                  Sarbanes-Oxley Act of 2002.32.1
              
              Certification
                  of Principal Executive Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.32.2
              
              Certification
                  of Principal Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.99.1
              
              Audit
                  Committee Charter.