##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      FORM 20-F
   (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
    (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORx

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2008ORo

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

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934   Date of
    event requiring this shell company report
    Commission file number
 001-34104
  Navios Maritime Acquisition
    Corporation
 (Exact name of Registrant as
    specified in its charter)
   Not Applicable
 (Translation of Registrants
    Name into English)
   Republic of Marshall Islands
 (Jurisdiction of incorporation or
    organization)
   85 Akti Miaouli Street
 Piraeus, Greece 185 38
 (011) +30-210-4595000
 (Address of principal executive
    offices)
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
    (212)
    935-3000,
    (212)
    983-3115,
    The Crysler Center, 666 Third Avenue, New York, New York
    10017
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact Person)
  Securities registered or to be registered pursuant to
    Section 12(b) of the Act.
  Title of each class

Name of each exchange on which registeredUnits

New York Stock Exchange LLCWarrants

New York Stock Exchange LLCCommon Stock

New York Stock Exchange LLC   Securities
    registered or to be registered pursuant to Section 12(g) of
    the Act.
    None  Securities
    for which there is a reporting obligation pursuant to
    Section 15(d) of the Act.
    None    1,928,761
    Units
    37,296,239 Warrants 
    29,696,239 shares of Common Stock
  Indicate by check mark if the registrant is a well known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act. o x
  If this report is an annual or transition report, indicate by
    check mark if the registrant is not required to file reports
    pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of
    1934. o 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 periods that the
    registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past
    90 days. x o
  Indicate by check mark whether the registrant is a large
    accelerated filer, an accelerated filer, or a non-accelerated
    filer. See definition of accelerated filer and large
    accelerated filer in
    Rule 12b-2
    of the Exchange Act. (Check one):
  Large
    Accelerated
    Filer o
    Accelerated
    Filer o
    Non-Accelerated
    Filer x  Indicate by check mark which financial statement item the
    registrant has elected to follow. o x
  If this is an annual report, indicate by check mark whether
    the registrant is a shell company (as defined in
    Rule 12b-2
    of the Exchange
    Act). x o




---



##### 





TABLE OF
    CONTENTS
   
 FORWARD LOOKING STATEMENTS


2PART IItem 1.


Identity of Directors, Senior Management and
    Advisers


3Item 2.


Offer Statistics and Expected Timetable


3Item 3.


Key Information


3Item 4.


Information on the Company


25Item 4A.


Unresolved Staff Comments


53Item 5.


Operating and Financial Review and Prospects


53Item 6.


Directors, Senior Management and Employees


58Item 7.


Major Stockholders and Related Party
    Transactions


65Item 8.


Financial Information


66Item 9.


Listing Details


66Item 10.


Additional Information


67Item 11.


Quantitative and Qualitative Disclosures about
    Market Risk


77Item 12.


Description of Securities Other than Equity
    Securities


77PART IIItem 13.


Defaults, Dividend Arrearages and
    Delinquencies


78Item 14.


Material Modifications to the Rights of Security
    Holders and Use of Proceeds


78Item 15.


Controls and Procedures


78Item 16A.


Audit Committee Financial Expert


79Item 16B.


Code of Conduct and Ethics


79Item 16C.


Principal Accountant Fees and Services


79Item 16D.


Exemptions from the Listing Standards for Audit
    Committees


80Item 16E.


Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


80Item 16F.


Changes in Registrants Certifying
    Accountant


80Item 16G.


Corporate Governance


80PART IIIItem 17.


Financial Statements


80Item 18.


Financial Statements


80Item 19.


Exhibits


80SIGNATURESEX-12.1EX-12.2EX-13.1




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  This Annual Report should be read in conjunction with the
    financial statements and accompanying notes included herein.
      
    changing interpretations of generally accepted accounting
    principles;
    outcomes of litigation, claims, inquiries or investigations;
    continued compliance with government regulations;
    statements about industry trends;
    general economic conditions; and
    geopolitical events and regulatory changes.  Form 20-F
     2




---



##### Table of Contents



PART I  Item 1.
    Identity
    of Directors, Senior Management and Advisers.    Item 2.
    Offer
    Statistics and Expected Timetable.    Item 3.
    Key
    Information.  A.
    Selected
    Financial Data              Period fromMarch 14, 2008toDecember 31, 2008Statement of Operations DataRevenue

$
General and administrative expenses


(60,000
)Formation and administrative costs


(332,771
)Loss from operations

$
(392,771
)Interest income


1,435,550Other income


4,405Net income (loss)

$
1,047,184Net income per common share (excluding shares subject to
    possible redemption), basic

$
0.08 3




---



##### Table of Contents



Period fromMarch 14, 2008toDecember 31, 2008Weighted average number of common shares (excluding shares
    subject to possible redemption), basic


12,801,234Net income per common share (excluding shares subject to
    possible redemption), diluted

$
0.06Weighted average number of common shares (excluding shares
    subject to possible redemption), diluted


18,075,777Net income per common share for shares subject to possible
    redemption

$
0.00Weighted average number of common shares subject to possible
    redemption


10,119,999Balance Sheet Data (at period end)Current assets, including cash

$
252,258,159Long term liabilities, deferred underwriters fees


8,855,000Common stock subject to redemption, 10,119,999 shares at
    redemption value, $9.91 per share


100,289,190Total liabilities and stockholders equity


252,258,159Cash Flow DataNet cash provided by operating activities

$
1,467,518Net cash used in investing activities


(252,201,007
)Net cash provided by financing activities


250,735,504   Risk
    Factors
  Risks
    associated with our business
  We are a
    development stage company with no operating history and,
    accordingly, you will not have any basis on which to evaluate
    our ability to achieve our business objectives.
    Since we
    are a foreign private issuer, we are not subject to certain
    Securities and Exchange Commission, or SEC, regulations that
    companies incorporated in the United States would be subject
    to.
    
    the rules under the Exchange Act requiring the filing with the
    SEC of quarterly reports on
    Form 10-Q
    or current reports on
    Form 8-K;
    the sections of the Exchange Act regulating the solicitation of
    proxies, consents or authorizations in respect of a security
    registered under the Exchange Act;
    the provisions of Regulation FD aimed at preventing issuers
    from making selective disclosures of material
    information; and 4




---



##### Table of Contents




    the sections of the Exchange Act requiring insiders to file
    public reports of their stock ownership and trading activities
    and establishing insider liability for profits realized from any
    short-swing trading transaction (i.e., a purchase
    and sale, or sale and purchase, of the issuers equity
    securities within less than six months).    You will
    not be entitled to protections normally afforded to investors of
    blank check companies.
  Form 20-F
    Unlike
    many other blank check companies, 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 you may not agree,
    and you may not receive the full amount of your original
    investment upon exercise of your conversion rights.
  pro rata
 5




---



##### Table of Contents



We
    require public stockholders who wish to convert their shares to
    comply with specific requirements for conversion that may make
    it more difficult for them to exercise their conversion rights
    prior to the deadline for exercising conversion
    rights.
  and/or
  Public
    stockholders, together with any of their affiliates or any other
    person with whom they are acting in concert or as a
    group (as such term is used in Sections 13(d)
    and 14(d) of the Exchange Act), will be restricted from seeking
    conversion rights for more than 10% of the shares sold in the
    offering.
    If we are
    unable to consummate a business combination, our public
    stockholders will be forced to wait the full 24 months (or
    up to 36 months if the extended period is approved) before
    receiving liquidating distributions.
   6




---



##### Table of Contents



Unlike
    other blank check companies, we are permitted, pursuant to our
    amended and restated articles of incorporation, to seek to
    extend the date before which we must consummate an initial
    business combination to up to 36 months from the completion
    of our Initial Public Offering. As a result, the funds may be
    held in the Trust Account for at least three
    years.
    If third
    parties bring claims against us, the funds held in the
    Trust Account could be reduced and the amount receivable by
    our public stockholders from the Trust Account as part of
    our plan of dissolution and liquidation could be less than
    approximately $9.91 per share.
  Form 20-F,
 7




---



##### Table of Contents



Because a
    majority of our directors and all of our officers reside outside
    of the United States and, after the consummation of a business
    combination, substantially all of our assets may be located
    outside of the United States, it may be difficult for investors
    to enforce their legal rights against such individuals or such
    assets.
    We will
    dissolve and liquidate if we do not consummate a business
    combination, and our stockholders may be held liable for claims
    by third parties against us to the extent of distributions
    received by them. Such liability could extend indefinitely
    because we do not intend to comply with the liquidation
    procedures set forth in Section 106 of the Marshall Islands
    Business Corporations Act.
  pro rata
  and/or
 8




---



##### Table of Contents



and/or and/or
  We may
    choose to redeem our outstanding warrants included in the units
    sold in our Initial Public Offering at a time that is
    disadvantageous to our warrant holders.
    If we are
    required to dissolve and liquidate before a business
    combination, our public stockholders could receive less than
    approximately $9.91 per share (as of December 31, 2008, the
    underwriters had exercised their over-allotment option in full
    with the Initial Public Offering and there are
    10,119,999 shares at a redemption value of $9.91 per share)
    upon distribution of the funds held in the Trust Account
    and our warrants will expire with no value.
        
    The proceeds of our Initial Public Offering and the Private
    Placement, that have been placed into the Trust Account,
    may not be disbursed from the Trust Account except
    (1) for payments with respect to shares of common stock
    converted in connection with the vote to approve the extended
    period, (2) in connection with a business combination,
    (3) upon our dissolution and liquidation, (4) for the
    payment of our tax obligations, or (5) to the extent of
    $3.0 million of interest (net of taxes) that may be
    released to us;
    prior to the consummation of our initial business combination,
    we will submit such business combination to our stockholders for
    approval; 9




---



##### Table of Contents




    we may consummate our initial business combination only if it is
    approved by a majority of the shares of common stock voted by
    the public stockholders and public stockholders owning less than
    40% of the shares sold in the Initial Public Offering both vote
    against the business combination and, on a cumulative basis with
    any shares previously converted in connection with a vote, if
    any, on the extended period, exercise their conversion rights;
    if our initial business combination is approved and consummated
    or the extended period is approved, public stockholders who
    voted against the business combination or the extended period
    may exercise their conversion rights and receive their pro
    ratashare of the amount then in the Trust Account;
    our initial business combination must have a fair market value
    equal to at least 80% of net assets held in the Trust Account
    (excluding the deferred underwriting discounts and commissions)
    at the time of the initial business combination;
    if a business combination is not consummated within
    24 months (or up to 36 months if extended pursuant to
    a stockholder vote as described in our Initial Public Offering
    prospectus) after the completion of our Initial Public Offering,
    our corporate purposes and powers will immediately thereupon be
    limited to acts and activities relating to dissolving and
    winding up our affairs, including liquidation, and we will not
    be able to engage in any other business activities;
    upon our dissolution, we will distribute to our public
    stockholders their pro ratashare of the
    Trust Account in accordance with the trust agreement and
    the requirements of Marshall Islands law, including our
    obligations to provide for claims of creditors; and
    we may not consummate any other merger, acquisition, asset
    purchase or similar transaction prior to our initial business
    combination.    Because
    of our limited resources and the significant competition for
    business combination opportunities, we may not be able to
    consummate an attractive business combination during the
    prescribed time period.
    
    our obligation to seek stockholder approval of a business
    combination may materially delay the consummation of a
    transaction;
    our obligation to convert into cash the shares of common stock
    in certain instances may materially reduce the resources
    available for a business combination; and
    our outstanding warrants, and the future dilution they
    potentially represent, may not be viewed favorably by certain
    target businesses.   10




---



##### Table of Contents



We may
    issue shares of our capital stock or debt securities to
    consummate a business combination, which would reduce the equity
    interest of our stockholders and likely cause a change in
    control of our ownership.
      
    may significantly reduce the equity interest of investors;
    will likely cause a change in control if a substantial number of
    our shares of common stock are issued, which may affect, among
    other things, our ability to use our net operating loss carry
    forwards, if any, and most likely also result in the resignation
    or removal of our present officers and directors; and
    may materially adversely affect prevailing market prices for our
    common stock.    
    default and foreclosure on our assets if our operating cash flow
    after a business combination were insufficient to pay our debt
    obligations;
    acceleration of our obligations to repay the indebtedness even
    if we have made all principal and interest payments when due if
    the debt security contained covenants that required the
    maintenance of certain financial ratios or reserves and any such
    covenant were breached without a waiver or renegotiation of that
    covenant;
    our immediate payment of all principal and accrued interest, if
    any, if the debt security was payable on demand; and
    our inability to obtain additional financing, if necessary, if
    the debt security contained covenants restricting our ability to
    obtain additional financing while such security was outstanding.      Our
    initial stockholders control a substantial interest in us and,
    thus, may influence certain actions requiring stockholder
    vote.
   11




---



##### Table of Contents



Rule 10b5-1
    The
    purchase by Amadeus Maritime S.A. of common stock in the
    aftermarket pursuant to the limit orders described above may
    support the market price of the common stock and/or warrants
    during the buyback period, and accordingly, the termination of
    the support provided by such purchases may materially and
    adversely affect the market price of the common stock and/or
    warrants.
  Rule 10b5-1
  We will
    be dependent upon interest earned on the Trust Account,
    which may not be sufficient to fund our search for a target
    business and consummation of a business combination, in which
    case we may be forced to borrow funds from Navios Holdings or
    others, or to liquidate.
   12




---



##### Table of Contents



Our
    ability to effect a business combination successfully and to
    operate successfully thereafter will be dependent upon the
    efforts of our key personnel, some of whom may join us following
    a business combination and whom we would have only a limited
    ability to evaluate.
    Our
    officers and directors may allocate their time to other
    businesses, thereby causing conflicts of interest in their
    determination as to how much time to devote to our affairs.
    These conflicts could impair our ability to consummate a
    business combination.
    We may
    engage in a business combination with one or more target
    businesses that have relationships with entities that may be
    affiliated with us, Navios Holdings, or our executive officers
    or directors, which may raise potential conflicts of
    interest.
   13




---



##### Table of Contents



Our
    officers, directors and their affiliates currently are, and may
    in the future become, affiliated with entities engaged in
    business activities that are similar to those intended to be
    conducted by us, including Navios Holdings, and, accordingly,
    may have conflicts of interest in determining to which entity a
    particular business opportunity should be presented.
    Our
    initial stockholders beneficially own shares of our common stock
    that will not participate in liquidating distributions and
    therefore our executive officers and directors may have a
    conflict of interest in determining whether a particular target
    business is appropriate for a business combination.
    Our
    directors and officers interests in obtaining
    reimbursement for any out-of-pocket expenses incurred by them,
    as well as the potential for entering into consulting agreements
    with the post-combination business, 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.
   14




---



##### Table of Contents



Each of
    our independent directors will be entitled to receive $50,000
    compensation annually upon the successful consummation of a
    business combination and, therefore, they may be faced with a
    conflict of interest when determining whether a particular
    target business is appropriate for a business combination and in
    the public stockholders best interest.
  pro rata
  Our
    chairman and other directors may continue to serve on our board
    of directors following the consummation of a business
    combination and may be paid fees for such services. Thus, such
    financial interest may influence their motivation and they may
    be faced with a conflict of interest when determining whether a
    particular business combination is in our stockholders
    best interest.
    Since our
    initial stockholders, including Navios Holdings, will lose their
    entire investment in us if a business combination is not
    consummated, and Navios Holdings may be required to pay costs
    associated with our liquidation, our initial stockholders might
    purchase shares of our common stock from stockholders who would
    otherwise choose to vote against a proposed business combination
    or exercise their conversion rights in connection with such
    business combination.
     15




---



##### Table of Contents



It is
    probable that our initial business combination will be with a
    single target business, which may cause us to be solely
    dependent on a single business and to provide only a limited
    number of services, thereby preventing us from diversifying our
    operations, spreading risks or offsetting losses.
    
    solely dependent upon the performance of a single
    business; or
    dependent upon the development or market acceptance of a single
    or limited number of services.    While it
    is possible that we may attempt to effect our initial business
    combination with more than one target business simultaneously,
    such simultaneous acquisition entails certain risks that may
    require us to limit our acquisition to one target
    business.
    We may be
    unable to obtain additional financing, if required, to
    consummate a business combination or to fund the operations and
    growth of the target business, which could compel us to
    restructure the transaction or abandon a particular business
    combination.
   16




---



##### Table of Contents



As we
    seek to consummate an initial business combination and to
    develop our business, we will need to improve our operations and
    financial systems, staff, and crew; if we cannot improve these
    systems or recruit suitable employees, we may not effectively
    control our operations.
      If we
    were to acquire vessels or a business with agreements to
    purchase individual vessels, we may be subject to risks that
    result from being a
    start-up
    maritime transportation and logistics business.
  start-up
  Management
    services relating to a target business vessels may be
    performed by Navios Holdings, which could result in potential
    conflicts of interest.
    Disruptions
    in world financial markets and the resulting governmental action
    in the United States and in other parts of the world could have
    a material adverse impact on our ability to obtain financing
    required to acquire vessels or new businesses. Furthermore, such
    a disruption would adversely affect our results of operations,
    financial condition and cash flows.
   17




---



##### Table of Contents



Risks
    Associated with the Marine Transportation and Logistics
    Industries
  If
    charter rates fluctuate and the shipping industry continues to
    undergo cyclical turns, it may reduce our profitability and
    operations.
    
    global and regional economic conditions;
    developments in international trade;
    changes in seaborne and other transportation patterns, such as
    port congestion and canal closures;
    weather and crop yields;
    armed conflicts and terrorist activities;
    political developments; and
    embargoes and strikes.  lay-up,
 18




---



##### Table of Contents



The
    marine transportation and logistics industries are subject to
    seasonal fluctuations in demand and, therefore, may cause
    volatility in our operating results.
    If we
    were to acquire vessels or a business with agreements to
    purchase individual vessels, it is highly unlikely that proxy
    materials provided to our stockholders would include historical
    financial statements and, accordingly, investors will not have
    historical financial statements on which to rely in making their
    decision whether to vote for the acquisition.
    If we
    experienced a catastrophic loss and our insurance is not
    adequate to cover such loss, it could lower our profitability
    and be detrimental to operations.
   19




---



##### Table of Contents



If we
    acquire or charter any vessels, we will become subject to
    various laws, regulations and conventions, including
    environmental laws that could require significant expenditures
    both to maintain compliance with such laws and to pay for any
    uninsured environmental liabilities resulting from a spill or
    other environmental disaster.
           20




---



##### Table of Contents



clean-up
      If we
    acquire or charter any vessels, we will become subject to vessel
    security regulations and will incur costs to comply with
    recently adopted regulations and may be subject to costs to
    comply with similar regulations which may be adopted in the
    future in response to terrorism.
    
    on-board installation of automatic information systems, or AIS,
    to enhance vessel-to-vessel and vessel-to-shore communications;
    on-board installation of ship security alert systems;
    the development of vessel security plans; and
    compliance with flag state security certification requirements.  non-U.S. vessels
 21




---



##### Table of Contents




    damage or destruction of vessel due to marine disaster such as a
    collision;
    the loss of a vessel due to piracy and terrorism;
    cargo and property losses or damage as a result of the foregoing
    or less drastic causes such as human error, mechanical failure
    and bad weather;
    environmental accidents as a result of the foregoing; and
    business interruptions and delivery delays caused by mechanical
    failure, human error, war, terrorism, political action in
    various countries, labor strikes or adverse weather conditions.      Governments
    could requisition vessels of a target business during a period
    of war or emergency, resulting in a loss of earnings.
   22




---



##### Table of Contents



We may
    become subject to United States federal income taxation on our
    United States source shipping income, which would reduce our net
    income and impair our cash flow.
  U.S.-source U.S.-source U.S.-source U.S.-source
  If we
    acquire a target business that charters vessels on the spot
    market (i.e., vessels chartered on a voyage basis or for periods
    of less than 12 months), it may increase our risk of doing
    business following the business combination.
      If a
    target business has or obtains a vessel that is of second-hand
    or older nature, it could increase our costs and decrease our
    profitability.
     23




---



##### Table of Contents



The
    economic slowdown in the Asia Pacific region has markedly
    reduced demand for shipping services and has decreased shipping
    rates, which adversely affect our results of operations and
    financial condition.
    Because
    international maritime transportation and logistics businesses
    often generate most or all of their revenues in U.S. dollars but
    incur a portion of their expenses in other currencies, upon the
    consummation of an initial business combination, exchange rate
    fluctuations could cause us to suffer exchange rate losses
    thereby increasing expenses and reducing income.
  un-hedged
  A failure
    to pass inspection by classification societies could result in
    any vessels we may acquire becoming unemployable unless and
    until they pass inspection, resulting in a loss of revenues from
    such vessels for that period and a corresponding decrease in
    operating cash flows.
   24




---



##### Table of Contents



Item 4.
    Information
    on the Company  A.
    History
    and development of Navios Acquisition  General
  Accounting and Reporting By
    Development Stage Enterprises
         25




---



##### Table of Contents



Rule 2a-7
  B.
    Business
    overview  Introduction
          
    Fundamentally strong business.  We will seek to
    acquire a business that operates within a sector that has strong
    fundamentals, looking at factors such as growth prospects,
    competitive dynamics, level of consolidation, need for capital
    investment and barriers to entry. We will seek to acquire a
    fundamentally strong business that may have been mismanaged or
    undermanaged. For example, we will focus on businesses that have
    demonstrable advantages when compared to their competitors, 26




---



##### Table of Contents



which may help to protect profitability or deliver strong free
    cash flow under multiple market conditions.  
    Potential for increased profitability or strong free cash
    flow generation.We will seek to acquire a
    business that has the potential to improve profitability
    significantly either through improvement to the balance sheet,
    improvement to operations, or via adding new management. We may
    also seek to acquire a business that has the potential to
    generate strong and stable free cash flow. We will focus on
    businesses that have known working capital and capital
    expenditure requirements. We may also seek to leverage this cash
    flow prudently to enhance stockholder value.
    Reduced expenses.  We will search for a
    business with the potential to reduce operating expenses
    through, among other things, improved technical or commercial
    management, increased efficiencies from improved operations or
    asset mix, or via adoption of next generation technology.
    Expansion opportunities.  We will search for a
    business with opportunities to expand its businesses into
    related areas by, among other things, making strategic
    acquisitions in new businesses or adopting innovative marketing
    practices, repositioning itself to attract new customers, and
    optimizing global expansion opportunities.  Competitive
    Strengths
    Operating
    expertise
        Brand
    Name
    Track
    record
   27




---



##### Table of Contents



Unique
    platform for deal generation
    Intense
    focus on operational due diligence
    Status
    as a public company
   28




---



##### Table of Contents



Financial
    position
    Our
    Relationship with Navios Holdings and Navios Partners
      
    Navios Holdings.  Navios Holdings is a global
    and vertically integrated seaborne shipping company that
    specializes in a wide range of dry bulk commodities, including
    iron ore, coal, and grain. Although Navios Holdings derives a
    small portion of its revenue from its logistics operations, most
    of Navios Holdings revenue and net income are from vessel
    operations, which are virtually exclusively in the dry bulk
    shipping sector. Navios Holdings policy for vessel
    operations has led Navios Holdings to time charter-out many of
    its vessels for short- to medium-term charters.
    Navios Partners.  Navios Maritime Partners
    L.P., or Navios Partners, operates Capesize or Panamax dry bulk
    vessels that are chartered out for a minimum of three years. The
    Navios Partners, fleet currently consists of eight active
    Panamax vessels and one modern Capesize vessel. All of Navios
    Partners current vessels operate under long-term
    charters-out with an average length of approximately
    4.2 years. Navios Partners has also contracted for one
    newbuild Capesize vessel that it has agreed to purchase from
    Navios Holdings upon delivery, which is expected to occur in
    June 2009. All of Navios Partners vessels are currently
    managed by Navios ShipManagement Inc.       29




---



##### Table of Contents




    We will have the first opportunity to consider any business
    opportunities outside of the dry bulk shipping sector.
    Navios Holdings will have the first opportunity to consider any
    business opportunities within the dry bulk shipping sector, with
    the exception of any Panamax or Capesize dry bulk carrier under
    charter for three or more years it might own.
    Navios Partners has the first opportunity to consider any
    acquisition opportunity relating to any Panamax or Capesize dry
    bulk carrier under charter for three or more years.  Overview
    of the Marine Transportation and Marine Logistics
    Industries
    Marine
    Transportation
    Container
    Sector
      
    Panamax:  Container vessels with cargo capacity
    typically from 2,500 up to approximately 5,000 TEU. They are
    constructed as the largest vessels capable of fitting through
    the Panama Canal (in terms of breadth and length).
    Post-Panamax:  Container vessels with cargo
    capacity typically from 4,500 up to approximately 10,000 TEU.
    Suezmax:  Container vessels with cargo capacity
    typically of 10,000 -12,000 TEU. They are constructed as the
    largest vessels capable of fitting through the Suez Canal (both
    in terms of breadth and draft, or the maximum depth below a
    vessels waterline).
    Post-Suezmax, or Malaccamax:  These container
    vessels are currently in the design stage and are expected to
    exceed a capacity of 12,000 TEU. They will also be designed to
    travel through the Strait of Malacca, which is currently limited
    due to its draft restrictions.   30




---



##### Table of Contents



Tanker
    Sector
    
    Very Large Crude Carriers, or VLCCs:  Tanker
    vessels that are used to transport crude oil with cargo capacity
    typically 200,000 to 320,000 dwt that are more than 300 meters
    in length. VLCCs are highly automated and their advanced
    computer systems allow for a minimal crew. The majority of the
    worlds crude oil is transported via VLCCs.
    Suezmax:  Tanker vessels with cargo capacity
    typically 120,000 to 200,000 dwt. These vessels are used in some
    of the fastest growing oil producing regions of the world,
    including oil coming from the Caspian Sea and West Africa.
    Suezmax tankers are the largest ships able to transit the Suez
    Canal with a full payload and are capable of both long and short
    haul voyages.
    Aframax:  Tanker vessels with cargo capacity
    typically 80,000 to 120,000 dwt. These tankers carry crude oil
    and serve various trade routes from short to medium distances,
    for example, from the North Sea to Western Europe, to the Baltic
    Sea and to East Coast of the United States. These vessels are
    able to enter a larger number of ports throughout the world as
    compared to the larger crude oil tankers.
    Panamax:  Tanker vessels with a cargo capacity
    typically between 60,000 and 100,000 dwt. Panamax vessels are
    used for various long distance trade routes, including those
    that traverse through the Panama Canal.
    Handymax:  Versatile vessels that are dispersed
    in various geographic locations throughout the world. Handymax
    vessels typically have cargo capacity of 35,000 to 60,000 dwt.
    Handysize:  Smaller tanker vessels with cargo
    capacity up to 35,000 dwt. These vessels are used mainly for
    regional voyages, are extremely versatile and can be used in
    smaller ports that lack infrastructure.  Product.
  Chemical.
   31




---



##### Table of Contents



LNG
    Carrier Sector
      LPG
    Carrier Sector
    
    Liquid petroleum gases, consisting mainly of butane and propane,
    are carried in fully-pressurized vessels. These gases are used
    for cooking, as fuel for cars, as fuel in refineries, as
    chemical feedstock for industrial and fuel at power plants and
    gas utilities.
    Petrochemical gases that are traded as butadiene, propylene and
    vinyl chloride monomer, and ethylene, which are carried in
    semi-refrigerated ships, since they require refrigeration to
    minus 104 degrees Celsius to be transported in liquefied form.
    These petrochemical gases are primarily used in the plastics
    manufacturing industry.
    Ammonia, which is carried in fully-refrigerated vessels, is
    mainly used in the fertilizer industry and as a feedstock in the
    petrochemical industry.    
    Fully-pressurized carriers.  These carriers
    liquefy their cargoes at ambient temperatures under high
    pressure of up to 17 bar (kg/cm2), are generally small vessels
    of under 8,000 cubic meters, or cbm. The majority of these
    vessels are less than 5,000 cbm.
    Semi-refrigerated carriers.  These carriers
    liquefy their cargoes under a combination of pressure and
    refrigeration to temperatures down to minus 48 degrees Celsius
    and pressure up to 9 bar (kg/cm2). Certain semi-refrigerated
    carriers with gas plants are able to cool cargoes further to
    minus 104 degrees Celsius and are referred to as ethylene
    carriers. The majority of these vessels are less than 20,000 cbm.
    Fully-refrigerated carriers.  These carriers
    can liquefy their cargoes at or under their boiling temperatures
    down to approximately minus 48 degrees Celsius at atmospheric
    pressure with onboard 32




---



##### Table of Contents



compressors. These vessels are typically 22,000 cbm and larger
    and also carry clean petroleum products such as naphtha.  Dry
    Bulk Shipping Sector
    
    Capesize:  The largest of the dry bulk carrier
    vessels, with typical cargo capacity over 100,000 deadweight
    tons, or dwt. Capesize vessels are used primarily for one-way
    voyages with cargoes consisting of iron ore and coal.
    Panamax:  The second largest of the dry bulk
    vessels, with cargo capacity typically between 60,000 and
    100,000 dwt. Panamax vessels are used for various long distance
    trade routes, including those that traverse through the Panama
    Canal.
    Handymax:  Versatile vessels that are dispersed
    in various geographic locations throughout the world. Handymax
    vessels typically have cargo capacity of 35,000 to 60,000 dwt,
    and are primarily used to transport grains, forest products and
    fertilizers.
    Handysize:  The smallest of the dry bulk
    carrier vessels with cargo capacity up to 35,000 dwt. These
    vessels are used mainly for regional voyages, are extremely
    versatile and can be used in smaller ports that lack
    infrastructure.    Marine
    Logistics
    Port,
    Storage and Terminal Operations
    River
    Barge Operations
    Liquid
    Cargo
  
    Hydrocarbons (crude oil, gas oil, naphtas, fuel oil, JP1, etc.)
    Vegetable oils  Liquefied
    Cargo
  
    Liquefied Petroleum Gas (LPG)  Dry
    Cargo
  
    Cereals (cotton pellets, soy bean, wheat, etc.) 33




---



##### Table of Contents




    Limestone (clinker)
    Mineral iron
    Rolling stones
    General Cargo  Containers  Special cargoes  Specialized
    Vessel Operations
    Offshore
    Supply Operations
    Management
    Sector
    
    Technical management services, such as crew retention and
    training, maintenance, repair, capital expenditures,
    dry-docking, payment of vessel tonnage tax, maintaining
    insurance and other vessel operating activities; or
    Commercial management services, such as finding employment for
    vessels, vessel acquisition and disposition, freight and charter
    hire collection, accounts control, appointment of agents,
    bunkering and cargo claims handling and settlements.    Governmental
    and other Regulations
  Sources
    of applicable rules and standards
     34




---



##### Table of Contents



International
    Environmental Regulations
    Ship
    safety regulation
        Regulations
    to prevent pollution from ships
  Annexes I-VI
 35




---



##### Table of Contents



Greenhouse
    Gas Emissions
    Other
    international regulations to prevent pollution
    European
    regulations
  Erika
 36




---



##### Table of Contents



United
    States Environmental Regulations and laws governing civil
    liability for pollution
    clean-up
     37




---



##### Table of Contents



clean-up,
   38




---



##### Table of Contents



and/or
         39




---



##### Table of Contents



Security
    Regulations
    
    on-board installation of automatic information systems to
    enhance vessel-to-vessel and vessel-to-shore communications;
    on-board installation of ship security alert systems;
    the development of vessel security plans; and
    compliance with flag state security certification requirements.  non-U.S. vessels
  International
    laws governing civil liability to pay compensation or
    damages
      Inspection
    by Classification Societies
   40




---



##### Table of Contents




    Annual Surveys:  For ocean-going ships, annual
    surveys are conducted for the hull and the machinery (including
    the electrical plant) and, where applicable, for special
    equipment classed, at intervals of 12 months from the date
    of commencement of the class period indicated in the certificate.
    Intermediate Surveys:  Extended annual surveys
    are referred to as intermediate surveys and typically are
    conducted two and a half years after commissioning and each
    class renewal. Intermediate surveys may be carried out on the
    occasion of the second or third annual survey.
    Class Renewal Surveys:  Class renewal
    surveys, also known as special surveys, are carried out for the
    ships hull, machinery (including the electrical plant),
    and for any special equipment classed, at the intervals
    indicated by the character of classification for the hull. At
    the special survey, the vessel is thoroughly examined, including
    audio-gauging, to determine the thickness of its steel
    structure. Should the thickness be found to be less than class
    requirements, the classification society would prescribe steel
    renewals. The classification society may grant a one-year grace
    period for completion of the special survey. Substantial amounts
    of money may have to be spent for steel renewals to pass a
    special survey if the vessel experiences excessive wear and
    tear. In lieu of the special survey every four or five years,
    depending on whether a grace period was granted, a shipowner has
    the option of arranging with the classification society for the
    vessels integrated hull or machinery to be on a continuous
    survey cycle, in which every part of the vessel would be
    surveyed within a five-year cycle.  Effecting
    a business combination
  General
  start-up
  We
    have not identified a target business
   41




---



##### Table of Contents



and/or
    Sources
    of target businesses
    and/or
  Selection
    of a target business and structuring of a business
    combination
   42




---



##### Table of Contents




    potential for increased profitability or strong free cash flow
    generation;
    potential to reduce operating expenses;
    expansion opportunities;
    quality of assets and operations;
    business valuations;
    capital structures;
    strategic vision and capabilities of the acquisition
    targets management team;
    earnings and growth potential;
    experience and skill of management and availability of
    additional personnel;
    capital requirements;
    cash flow and cash flow growth potential;
    stability of cash flow;
    competitive position;
    financial condition and results of operation;
    barriers to entry into the marine transportation and logistics
    industries;
    breadth of services offered;
    degree of current or potential market acceptance of the services;
    regulatory environment of the marine transportation and
    logistics industries;
    costs associated with effecting the business combination;
    contingent liabilities;
    pension matters; and
    environmental issues.   43




---



##### Table of Contents



Fair
    market value of target business
  and/or
         44




---



##### Table of Contents



Possible
    lack of business diversification
    
    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; and
    result in our dependency upon the development or market
    acceptance of a single or limited number of services.    Limited
    ability to evaluate the target business
    management
      Opportunity
    for stockholder approval of business combination
   45




---



##### Table of Contents




     46




---



##### Table of Contents



pro rata
  Extension
    of time to consummate a business combination to up to
    36 months
  24-month 24-month 24-month 24-month
    pro rata 24-month
     47




---



##### Table of Contents



Conversion
    rights for stockholders voting to reject the extended period or
    our initial business combination
  pro
    rata pro rata pro rata
       48




---



##### Table of Contents



pro rata
  pro rata
     49




---



##### Table of Contents



pro rata pro rata
  Dissolution
    and liquidation if no business combination
       50




---



##### Table of Contents



Form 20-F,
    6-month pro rata
   51




---



##### Table of Contents



and/or and/or and/or
    Competition
    
    our obligation to seek stockholder approval of a business
    combination or obtain the necessary financial information to be
    included in the proxy statement to be sent to stockholders in
    connection with such business combination may delay or prevent
    the consummation of a transaction;
    our obligation to convert shares of common stock held by our
    public stockholders into cash in certain instances may reduce
    the resources available to effect a business combination;
    our outstanding warrants, and the future dilution they
    potentially represent, may not be viewed favorably by certain
    target businesses; and
    the requirement to acquire a target business that has a fair
    market value equal to at least 80% of our net assets at the time
    of the acquisition could require us to acquire several
    businesses, vessels or closely related operating businesses at
    the same time, all of which sales would be contingent on the
    closings of the other sales, which could make it more difficult
    to consummate the business combination.     52




---



##### Table of Contents



Facilities
    Employees
    Periodic
    reporting and financial information
      Legal
    proceedings
    C.
    Organizational
    Structure    D.
    Properties    Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects  Overview
   53




---



##### Table of Contents



Accounting and Reporting By Development Stage
    Enterprises
  
    On March 18, 2008, we issued 8,625,000 sponsor units, or
    Sponsor Units, to Navios Holdings for $25,000 in cash, at a
    purchase price of approximately $0.003 per unit, of which
    825,000 Sponsor Units were subject to mandatory forfeiture to
    the extent the underwriters over-allotment option was not
    be fully exercised. However, such Sponsor Units were not
    forfeited, as the underwriters fully exercised their
    over-allotment option. Each Sponsor Unit consists of one share
    of common stock and one warrant.
    On June 11, 2008, Navios Holdings transferred an aggregate
    of 290,000 Sponsor Units to our officers and directors (200,000
    to Angeliki Frangou, 50,000 to Ted Petrone, 15,000 to Julian
    David Brynteson, 15,000 to John Koilalous and 10,000 to Nikolaos
    Veraros).
    On June 16, 2008, Navios Holdings returned to us an
    aggregate of 2,300,000 Sponsor Units, which, upon receipt, we
    cancelled. Accordingly, the initial stockholders own 6,325,000
    Sponsor Units.
    On July 1, 2008, we consummated our Initial Public
    Offering. Simultaneously with the closing of the Initial Public
    Offering, Navios Holdings purchased 7,600,000 warrants from us
    in the Private Placement. The proceeds from the Private
    Placement were added to the proceeds of the Initial Public
    Offering and placed in the Trust Account. The net proceeds
    of our Initial Public Offering, including amounts in the Trust
    Account, have been invested in U.S. government securities
    (U.S. Treasury Bills) with a maturity of
    180 days or less or in money market funds meeting certain
    conditions under
    Rule 2a-7
    promulgated under the Investment Company Act. As of
    December 31, 2008, the Trust Account had a balance of
    $252.2 million, including short-term investments.
    Navios Holdings loaned us a total of $0.5 million for the
    payment of offering expenses. This loan was be payable on the
    earlier of March 31, 2009 or the completion of our Initial
    Public Offering. On December 31, 2008, the balance of the
    loan was zero, as we fully repaid the loan in November 2008.  Trends
    and Factors Affecting Our Future Results of Operations
   54




---



##### Table of Contents



A.  Operating
    results
  Period
    from March 14, 2008 (date of inception) to
    December 31, 2008
    Period fromMarch 14, 2008(date of inception) toDecember 31,2008Revenue

$
ExpensesGeneral and administrative expenses


(60,000
)Formation and administrative costs


(332,771
)Loss from operations

$
(392,771
)Interest income


1,435,550Other income


4,405Net income applicable to common stockholders


1,047,184   General and administrative
    expenses.
  Formation and operating
    costs.
  Interest from trust account. Rule 2a-7
  Other interest.
  B.
    Liquidity
    and Capital Resources     55




---



##### Table of Contents



Cash Flow
    for the period from March 14, 2008 (date of inception) to
    December 31, 2008
    Period fromMarch 14, 2008(date of inception) toDecember 31,2008Net cash provided by operating activities

$
1,467,518Net cash used in investing activities


(252,201,007
)Net cash provided by financing activities


250,735,504Change in cash and cash equivalents

$
2,015   Cash
    provided by operating activities for the period from
    March 14, 2008 (date of inception) to December 31,
    2008:
       56




---



##### Table of Contents



Cash used
    in investing activities for the period from March 14, 2008
    (date of inception) to December 31, 2008:
  Rule 2a-7
  Cash
    provided by financing activities for the period from
    March 14, 2008 (date of inception) to December 31,
    2008:
    C.
    Research
    and development, patents and licenses, etc.    D.
    Trend
    information   57




---



##### Table of Contents



E.
    Off-Balance
    Sheet Arrangements    F.
    Tabular
    Disclosure of Contractual Obligations    G.
    Safe
    Harbor    Item 6.
    Directors,
    Senior Management and Employees  A.
    Directors
    and Senior Management  c/o Navios
  Name

Age

PositionAngeliki Frangou


43


Chairman, Chief Executive Officer and DirectorTed C. Petrone


53


President and DirectorNikolaos Veraros, CFA


38


DirectorJulian David Brynteson


41


DirectorJohn Koilalous


78


Director   Angeliki Frangou
  Ted C. Petrone
 58




---



##### Table of Contents



Nikolaos Veraros, CFA,
  Julian David Brynteson
  John Koilalous
  Director
    independence
  Rule 10A-3
  B.
    Executive
    compensation  pro rata
   59




---



##### Table of Contents



Form 6-K.
  C.
    Board
    practices  Board
    classes
    Board
    committees
    Audit
    committee
        Nominating
    committee
    Code of
    conduct and ethics
   60




---



##### Table of Contents



Conflicts
    of interest
    
    None of our officers and directors is required to commit their
    full time to our affairs and, accordingly, they will have
    conflicts of interest in allocating management time among
    various business activities, including those related to Navios
    Holdings and Navios Partners.
    Angeliki Frangou, our chairman and chief executive officer, is
    the chairman and chief executive officer of Navios Holdings and
    Navios Partners, an affiliate of Navios Holdings. In addition,
    Ms. Frangou is the chairman of the board of directors of
    IRF European Finance Investments, Ltd. and chairman of the board
    of directors of Proton Bank. Ted C. Petrone, our president and a
    member of our board of directors, is the president of Navios
    Corporation, and a director of Navios Holdings. In the course of
    their business activities for Navios Holdings, our common
    officers and directors may become aware of investment and
    business opportunities that may be appropriate for presentation
    to us as well as to Navios Holdings and Navios Partners. They
    may have conflicts of interest in determining to which entity a
    particular business opportunity should be presented. For this
    reason, we have entered into a business opportunity right of
    first refusal agreement with Navios Holdings and Navios
    Partners, the terms of which are discussed above.
    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
    us.
    Our board, certain of whose members are also members of the
    board of Navios Holdings, may have a conflict of interest in
    determining whether a particular target business is appropriate
    to effect a business combination. The financial interests of our
    initial stockholders, including our officers and directors, may
    influence their motivation in identifying and selecting a target
    acquisition, and consummating a business combination because:  
    our initial stockholders own Sponsor Units that will be released
    from escrow (or from transfer restrictions in the case of the
    Private Placement warrants) only if a business combination is
    successfully consummated;
    Navios Holdings owns Private Placement warrants that will expire
    worthless if a business combination is not consummated; and
    upon the successful consummation of a business combination,
    Navios Holdings may earn substantial fees for providing
    technical
    and/or
    commercial ship management services.  
    Other than with respect to the business combination, we have not
    adopted a policy that expressly prohibits our directors,
    officers, security holders or affiliates from having a direct or
    indirect pecuniary interest in any investment to be acquired or
    disposed of by us or in any transaction to which we are a party
    or have an interest. Nor do we have a policy that expressly
    prohibits any such persons from engaging for their own account
    in business activities of the types conducted by us.
    Accordingly, such parties may have an interest in certain
    transactions in which we are involved, and may also compete with
    us.
    Because each of our independent directors will be entitled to
    receive $50,000 in cash per year for their board service,
    accruing pro ratafrom the respective start of their
    service on our board of directors and payable only upon the
    successful consummation of a business combination, the financial
    interest of our independent directors could influence their
    motivation in selecting a target business. Additionally, certain
    of our directors may continue with us as members of our board of
    directors as part of a business combination, pursuant to which
    they may be entitled to compensation for their services. Thus,
    the financial interests of our independent directors may
    influence their motivation when determining whether a particular
    business combination is in our stockholders best interest
    and securing payment of their annual fee.
    Because it is possible that our chairman and one or more of our
    independent directors may continue to serve on our board of
    directors after the consummation of our initial business
    combination, and such 61




---



##### Table of Contents



individuals may be paid fees for their services, the financial
    interest of such individuals may influence their motivation when
    determining whether a particular business combination is in our
    stockholders best interest and securing payment of such
    fees.  
    All of Navios Holdings investment in us will be lost if we
    do not consummate a business combination. This amount is
    comprised of consideration paid for the Sponsor Units and
    Private Placement warrants. These amounts are in addition to
    claims made against the Trust Account by creditors who have
    not executed waivers of claims. In addition, Navios Holdings has
    agreed to pay fees and expenses for our dissolution and
    liquidation in the event we do not have sufficient funds outside
    of the Trust Account to pay for such expenses.          pro rata
   62




---



##### Table of Contents




    We will have the first opportunity to consider any business
    opportunities outside of the dry bulk shipping sector.
    Navios Holdings will have the first opportunity to consider any
    business opportunities within the dry bulk shipping sector, with
    the exception of any Panamax or Capesize dry bulk carrier under
    charter for three or more years it might own.
    Navios Partners has the first opportunity to consider an
    acquisition opportunity relating to any Panamax or Capesize dry
    bulk carrier under charter for three or more years.     63




---



##### Table of Contents



D.
    Employees    E.
    Share
    Ownership      Amountof Beneficial


Percentage ofOwnership(2)


Common StockName and Address of Beneficial
    Owner(1)Navios Maritime Holdings
    Inc.(2)


6,035,000



19.1
%Angeliki Frangou


200,000



*Ted C. Petrone


50,000



*Nikolaos Veraros


10,000



*Julian David Brynteson


15,000



*John Koilalous


15,000



*All of our officers and directors as a group


290,000



*     (1)
    
    Unless otherwise indicated, the
    business address of each of the individuals is
    c/o Navios
    Maritime Holdings Inc., 85 Akti Miaouli Street, Piraeus, Greece.(2)
    
    Navios Maritime Holdings Inc. is a
    U.S. public company controlled by its board of directors, which
    consists of the following seven members: Angeliki Frangou (our
    chairman and chief executive officer), Vasiliki Papaefthymiou,
    Ted C. Petrone (our president), Spyridon Magoulas, John
    Stratakis, Rex Harrington and Allan Shaw. In addition, we have
    been informed by Navios Maritime Holdings Inc. that, based upon
    documents filed with the SEC that are publicly available, it
    believes that the beneficial owners of greater than 5% of the
    common stock of Navios Maritime Holdings Inc. are: Angeliki
    Frangou, who has filed a Schedule 13D amendment indicating
    that she intends, subject to market conditions, to purchase up
    to $20 million of common stock and as of October 10,
    2005, she has purchased approximately $10.0 million in
    value of common stock. Any such additional purchases would
    change the percentage owned by Ms. Frangou (23.2%), FMR LLC
    (11.0%), Oceanic Investment Management Limited and Golden Ocean
    Group Limited (5.3%). We have been informed by Navios Maritime
    Holdings Inc. that, other than Angeliki Frangou, the president,
    chief executive officer and a director of Navios Maritime
    Holdings Inc., no beneficial owner of greater than 5% of Navios
    Maritime Holdings Inc.s common stock is an affiliate of
    Navios Maritime Holding Inc. 64




---



##### Table of Contents



Item 7.
    Major
    Stockholders and Related Party Transactions  A.
    Major
    Stockholders    Common StocksBeneficially OwnedNumber


PercentageName of Beneficial OwnerNavios Holdings


6,035,000



19
%Integrated Core Strategies (US) LLC


3,447,400



10.9
%QVT Financial LP


2,992,000



9.4
%Genesis Capital Advisors LLC


1,950,800



6.2
%Highbridge International LLC


1,900,000



6.0
%Fir Tree, Inc.


1,800,000



5.7
%HBK Services LLC


1,721,500



5.4
%   B.
    Related
    Party Transactions             65




---



##### Table of Contents



pro rata
  Item 8.
    Financial
    Information  A.
    Financial
    Statements and Other Financial Information  Financial
    Statements: See Item 18.
  Legal
    Proceedings
    Dividend
    policy
    B.
    Significant
    Changes    Item 9.
    Listing
    Details      Price Range


Price Range


Price RangeUnits


Common Stock


WarrantsHigh


Low


High


Low


High


LowYear Ended:December 31, 2008*

$
10.20


$
8.40


$
9.40


$
8.08


$
1.05


$
0.14Quarter Ended:March 31, 2009

$
9.20


$
8.61


$
9.07


$
8.57


$
0.20


$
0.16December 31, 2008

$
9.20


$
8.40


$
8.70


$
8.08


$
0.44


$
0.14September 30, 2008*

$
10.20


$
9.26


$
9.40


$
8.79


$
1.05


$
0.44Month Ended:March 31, 2009

$
9.20


$
9.01


$
9.07


$
8.99


$
0.20


$
0.18February 28, 2009

$
9.10


$
8.90


$
9.05


$
8.93


$
0.20


$
0.16January 31, 2009

$
9.02


$
8.61


$
8.98


$
8.57


$
0.20


$
0.18December 31, 2008

$
8.85


$
8.40


$
8.50


$
8.20


$
0.20


$
0.14November 30, 2008

$
8.94


$
8.48


$
8.40


$
8.30


$
0.38


$
0.19     (*)
    
    Period beginning March 14, 2008 66




---



##### Table of Contents



Item 10.
    Additional
    Information  A.
    Share
    Capital    B.
    Certificate
    of Incorporation  Form F-1
  C.
    Material
    Contracts    
    Underwriting Agreement, dated June 25, 2008, between the
    Company and J.P. Morgan Securities Inc. and Deutsche Bank
    Securities Inc., as representatives of the underwriters of the
    Initial Public Offering.
    Warrant Agreement, dated June 25, 2008, between Navios
    Maritime Acquisition Corporation and Continental Stock
    Transfer & Trust Company.
    Securities Escrow Agreement, dated June 25, 2008, by and
    among the Company, Navios Holdings, Angeliki Frangou, Ted C.
    Petrone, Julian David Brynteson, John Koilalous, Nikolaos
    Veraros and Continental Stock Transfer &
    Trust Company.
    Services Agreement, dated June 25, 2008, between the
    Company and Navios Holdings.
    Registration Rights Agreement, dated June 25, 2008, by and
    among the Company, Navios Holdings, Angeliki Frangou, Ted C.
    Petrone, Julian David Brynteson, John Koilalous, Nikolaos
    Veraros and Amadeus Maritime S.A.
    Sponsor Warrant Purchase Agreement, dated June 25, 2008,
    between the Company and Navios Holdings.
    Investment Management Trust Agreement, dated June 25,
    2008, by and between the Company and Continental Stock
    Transfer & Trust Company.
    Right of First Refusal and Corporate Opportunities Agreement,
    dated June 25, 2008, by and among the Company, Navios
    Holdings and Navios Partners
    Letter Agreement between the Company, Deutsche Bank Securities
    Inc and J.P. Morgan Securities Inc.
    Unit Purchase Agreement, dated June 16, 2008, by and
    between Navios Holdings and each of the following purchasers
    identified: Angeliki Frangou, Ted C. Petrone, Julian David
    Brynteson, John Koilalous and Nikolaos Veraros.  D.
    Exchange
    controls and other limitations     67




---



##### Table of Contents



E.
    Taxation  Marshall
    Islands Tax Considerations
    United
    States Federal Income Tax Considerations
    United
    States Federal Income Taxation of Our Company
        Taxation
    of Shipping Income in General
  non-U.S. corporation
  U.S.-source U.S.-source
 68




---



##### Table of Contents



non-U.S. ports
  gross U.S.-source
  Exemption
    of Shipping Income from United States Federal Income
    Taxation
  U.S.-source
  I.
    we are organized in a foreign country (our country of
    organization) that grants an equivalent
    exemption to corporations organized in the United States
    with respect to each category of shipping income for which
    exemption is being claimed under Section 883 of the Code;
    and  II.
    either:  A.
    more than 50% of the value of our stock is owned, directly or
    indirectly, by individuals who are residents of our
    country of organization or of another foreign country that
    grants an equivalent exemption to corporations
    organized in the United States, which we refer to as the
    50% Ownership Test,  B.
    our stock is primarily and regularly traded on an
    established securities market in our country of
    organization, in another country that grants an equivalent
    exemption to United States corporations, or in the United
    States, which we refer to as the Publicly Traded
    Test, orC.
    we are a controlled foreign corporation and satisfy
    certain other requirements, which we refer to as the CFC
    Test.  U.S.-source
      1 6
 69




---



##### Table of Contents



Taxation
    of Shipping Income in the Absence of the Section 883
    Exemption
  U.S.-source U.S.-source
  U.S.-source
  U.S.-source
  
    we have, or are considered to have, a fixed place of business in
    the United States involved in the earning of
    U.S.-source
    shipping income; and
    substantially all of our
    U.S.-source
    shipping income is attributable to regularly scheduled
    transportation, such as the operation of a vessel that follows a
    published schedule with repeated sailings at regular intervals
    between the same points for voyages that begin or end in the
    United States (or, in the case of income from the leasing of a
    vessel, is attributable to a fixed place of business in the
    United States).  U.S.-source
 70




---



##### Table of Contents



United
    States Taxation of Gain on the Sale of Vessels
    United
    States Federal Income Tax Consequences for Holders of Our Shares
    and Warrants
    
    an individual who is a citizen or resident of the U.S.;
    a corporation (or other entity taxed as a corporation) created
    or organized in or under the laws of the U.S. or any of its
    political subdivisions;
    an estate whose income is includible in gross income for
    U.S. federal income tax purposes regardless of its
    source; or
    a trust if (i) in general, a court within the U.S. is
    able to exercise primary supervision over the administration of
    the trust and one or more United States persons
    (within the meaning of the Code) have the authority to control
    all substantial decisions of the trust or (ii) it has a
    valid election in effect under applicable Treasury Regulations
    to be treated as a United States person.      
    broker-dealers;
    insurance companies;
    taxpayers who have elected mark-to-market accounting;
    entities that are tax-exempt for U.S. federal income tax
    purposes and retirement plans, individual retirement accounts
    and tax-deferred accounts;
    regulated investment companies;
    real estate investment trusts;
    financial institutions or financial services
    entities;
    taxpayers who hold our shares or warrants as part of a straddle,
    hedge, conversion transaction or other integrated transaction;
    taxpayers who receive our shares or warrants as compensation for
    the performance of services;
    certain former citizens or long-term residents of the United
    States; 71




---



##### Table of Contents




    holders owning directly, indirectly or by attribution at least
    10% of our voting power; and
    taxpayers whose functional currency is not the U.S. dollar.  non-U.S. tax
    Allocation
    of Purchase Price of Units between the Shares and
    Warrants
    Distributions
    Paid on Shares
    non-U.S. corporation non-U.S. corporation non-U.S. corporation
  Disposition
    of Shares
   72




---



##### Table of Contents



Warrants
    Tax
    Consequences If We Are a Passive Foreign Investment
    Company
  pro rata
  start-up
 73




---



##### Table of Contents



start-up start-up start-up start-up start-up
         74




---



##### Table of Contents



pro rata pro rata
  stockholder-by-stockholder
    stockholder-by-stockholder
  non-U.S. entity
 75




---



##### Table of Contents



and/or
  Non-U.S.
    holders
  Back-up non-U.S. holder
  
    such item is effectively connected with the conduct by the
    non-U.S. holder
    of a trade or business in the United States and, in the case of
    a resident of a country which has a treaty with the United
    States, such item is attributable to a permanent establishment
    or, in the case of an individual, a fixed place of business, in
    the United States; or
    with respect to the disposition of our shares or warrants, the
    non-U.S. holder
    is an individual who holds the shares or warrants as a capital
    asset and is present in the United States for 183 days or
    more in the taxable year of the disposition and certain other
    conditions are met.  non-U.S. holders non-U.S. holder non-U.S. holder non-U.S. holder
  Information
    Reporting and Backup Withholding
  Form W-9,
  non-U.S. holder non-U.S. holder Form W-8
  non-U.S. holders
   76




---



##### Table of Contents



12-month
  F.
    Dividends
    and paying agents    G.
    Statement
    by experts    H.
    Documents
    on display    I.
    Subsidiary
    information    Item 11.
    Quantitative
    and Qualitative Disclosures about Market Risks  Foreign
    Exchange Risk
    Foreign Currency
    Translation
    Concentration
    of Credit Risk
    Inflation
    Item 12.
    Description
    of Securities Other than Equity Securities   77




---



##### Table of Contents



PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 14E.
    Use of
    Proceeds  Form F-1 (No. 333-151707).
  Rule 2a-7
  Item 15.
    Controls
    and Procedures   78




---



##### Table of Contents




    staffing for financial, accounting and external reporting areas,
    including segregation of duties;
    reconciliation of accounts;
    proper recordation of expenses and liabilities in the period to
    which they relate;
    proof of internal review and approval of accounting items;
    documentation of key accounting assumptions, estimates
    and/or
    conclusions; and
    documentation of accounting policies and procedures.      Item 16A.
    Audit
    Committee Financial Expert  Form 20-F.
  Item 16B.
    Code
    of Conduct and Ethics  www.navios.com/acquisitioncorporation.asp
  Item 16C.
    Principal
    our Accountant Fees and Services  Audit
    Fees and Audit-Related Fees
    Tax
    Fees and All Other Fees
    Audit
    Committee
   79




---



##### Table of Contents



Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Item 16F.
    Changes
    in Registrants Certifying Accountants    Item 16G.
    Corporate
    Governance    Item 17.
    Financial
    Statements   PART III  Item 18.
    Financial
    Statements  Page F-2
  Item 19.
    Exhibits  ExhibitNo.

Description1
.1

Form of Amended and Restated Articles of
    Incorporation(1)1
.2

By-laws(1)2
.1

Specimen Unit
    Certificate(1)2
.2

Specimen Common Stock
    Certificate(1)2
.3

Specimen Warrant
    Certificate(1)2
.4

Form of Warrant Agreement between Continental Stock
    Transfer & Trust Company and the
    Registrant(1)2
.5

Form of Registration Rights Agreement among the Registrant and
    Navios Maritime Holdings,
    Inc.(1)4
.1

Form of Letter Agreement among the Registrant, the underwriters
    and Navios Maritime Holdings,
    Inc.(1) 80




---



##### Table of Contents



ExhibitNo.

Description4
.2

Form of Letter Agreement among the Registrant, the underwriters
    and Angeliki
    Frangou(1)4
.3

Form of Securities Escrow Agreement between the Registrant,
    Continental Stock Transfer & Trust Company and
    Navios Maritime Holdings,
    Inc.(1)4
.4

Form of Services Agreement between Registrant and Navios
    Maritime Holdings,
    Inc.(1)4
.5

Promissory Note dated March 31, 2008 issued to Navios
    Maritime Holdings,
    Inc.(1)4
.6

Form of Warrant Purchase Agreement between the Registrant and
    Navios Maritime Holdings,
    Inc.(1)4
.7

Form of Investment Management
    Trust Agreement(1)4
.8

Form of Right of First Refusal Agreement among the Registrant,
    Navios Maritime Holdings, Inc. and Navios Maritime Partners,
    L.P.(1)4
.9

Amended and Restated Sponsor Unit Subscription Agreement between
    the Registrant and Navios Maritime Holdings, Inc. dated
    June 16,
    2008(1)4
.10

Form of Letter Agreement among the Registrant, and Angeliki
    Frangou or her
    affiliate(1)4
.11

Form of Co-Investment Share Subscription
    Agreement(1)4
.12

Form of Letter Agreement among the Registrant, the underwriters
    and Ted C.
    Petrone(1)4
.13

Form of Letter Agreement among the Registrant, the underwriters
    and Julian David
    Brynteson(1)4
.14

Form of Letter Agreement among the Registrant, the underwriters
    and John
    Koilalous(1)4
.15

Form of Letter Agreement among the Registrant, the underwriters
    and Nikolaos
    Veraros(1)4
.16

Unit Purchase Agreement among Navios Maritime Holdings, Inc.,
    Angeliki Frangou, Ted C. Petrone, Julian David Brynteson, John
    Koilalous and Nikolaos Veraros, dated June 16,
    2008(1)4
.17

Form of Underwriting
    Agreement(1)11


Code of Business Conduct and
    Ethics(1)12
.1

Certification by principal executive officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*12
.2

Certification by principal financial officer pursuant to
    section 302 of the Sarbanes-Oxley Act of 2002.*13
.1

Certification by principal executive officer and principal
    financial officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Filed herewith.
    
    Furnished herewith.(1)
    
    Previously filed as an exhibit to
    the Navios Maritime Acquisition Corporation Registration
    Statement on
    Form F-1,
    as amended (File No
    333-151707). 81




---



##### Table of Contents



SIGNATURES  Form 20-F
     /s/ Angeliki FrangouBy:

Angeliki FrangouIts:

Chairman and Chief Executive Officer   Date: April 15, 2009




---



##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
 NAVIOS MARITIME ACQUISITION CORPORATION
   REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


F-2FINANCIAL STATEMENTS:BALANCE SHEET AS OF DECEMBER 31, 2008


F-3STATEMENT OF OPERATIONS FOR THE PERIOD
    MARCH 14, 2008 (DATE OF INCEPTION) TO DECEMBER 31,
    2008


F-4STATEMENT OF STOCKHOLDERS EQUITY FOR THE
    PERIOD MARCH 14, 2008 (DATE OF INCEPTION) TO
    DECEMBER 31, 2008


F-5STATEMENT OF CASH FLOWS FOR THE PERIOD
    MARCH 14, 2008 (DATE OF INCEPTION) TO DECEMBER 31,
    2008


F-6NOTES TO FINANCIAL STATEMENTS


F-7  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors and Stockholders of
 Navios Maritime Acquisition Corporation
             F-2




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)
 BALANCE SHEET
  December 31, 2008ASSETSCurrent assetsCash

$
2,015Prepaid expenses


55,137Total current assets


57,152Other assetsInvestment in trust account, including restricted cash


252,201,007Total other assets


252,201,007Total assets


252,258,159LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
29,821Accrued expenses


309,327Amount due to related parties


136,323Total current liabilities


475,471Long term liabilities,deferred underwriters fees


8,855,000Common stock subject to possible redemption,10,119,999 shares at redemption value, $9.91 per share


100,289,190CommitmentsStockholders equityPreferred stock, $.0001 par value; 1,000,000 shares
    authorized; none issued


Common stock, $.0001 par value, authorized
    100,000,000 shares; 31,625,000 shares issued and
    outstanding (includes the 10,119,999 shares subject to
    redemption)


3,163Additional paid-in capital


141,588,151Earnings accumulated during the development stage


1,047,184Total stockholders equity


142,638,498Total liabilities and stockholders equity

$
252,258,159    F-3




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)
 STATEMENT OF OPERATIONS
  For the period from March 14, 2008 (date of inception)
    to December 31, 2008Revenue

$
ExpensesGeneral and administrative expenses


(60,000
)Formation and operating costs


(332,771
)Loss from operations


(392,771
)Interest income from trust account


1,435,550Other interest


4,405Net income applicable to common stockholders


1,047,184Net income per common share (excluding shares subject to
    possible redemption), basic

$
0.08Weighted average number of common shares (excluding shares
    subject to possible redemption), basic


12,801,234Net income per common share (excluding shares subject to
    possible redemption), diluted

$
0.06Weighted average number of common shares (excluding shares
    subject to possible redemption), diluted


18,075,777Net income per common share for shares subject to possible
    redemption

$
0.00Weighted average number of common shares subject to possible
    redemption


10,119,999    F-4




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)
 STATEMENT OF STOCKHOLDERS EQUITY
  For the
    period from March 14, 2008 (date of inception) to
    December 31, 2008
  EarningsAccumulatedAdditional


During the


TotalCommon





Paid-in


Development


StockholdersShares


Amount


Capital


Stage


EquitySale of units issued to the sponsor at approximately $0.003 per
    unit on March 18, 2008


8,625,000


$
863


$
24,137


$



$
25,000Forfeiture of units issued to the sponsor on June 16, 2008


(2,300,000
)


(230
)


230







Sale of 25,300,000 units on July 1, 2008 at a price of
    $10 per (including 10,119,999 shares of common stock
    subject to possible redemption)


25,300,000



2,530



252,997,470







253,000,000Proceeds from public offering subject to redemption
    (10,119,999 shares at redemption value) redemption value,
    $9.91 per share










(100,289,190
)






(100,289,190
)Underwriters discount and offering costs related to the
    public offering










(18,744,496
)






(18,744,496
)Sale of 7,600,000 warrants on July 1, 2008 at a price of $1
    per warrant to the sponsors










7,600,000







7,600,000Net income for the period














1,047,184



1,047,184Balance December 31, 2008


31,625,000


$
3,163


$
141,588,151


$
1,047,184


$
142,638,498    F-5




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)
 STATEMENT OF CASH FLOWS
  For the
    period from March 14, 2008 (date of inception) to
    December 31, 2008
  Cash flows from operating activitiesNet income

$
1,047,184Adjustment to reconcile net income to net cash provided by
    operating activities:Change in operating assets and liabilities:Prepaid expenses


(55,137
)Accrued expenses


309,327Amounts due to related parties


136,323Accounts payable


29,821Net cash provided by operating activities


1,467,518Cash flows from investing activitiesRestricted cash held in trust account


(7,338
)Investments in trust account


(252,193,669
)Net cash used in investing activities


(252,201,007
)Cash flows from financing activitiesProceeds from issuance of warrants in private placement


7,600,000Proceeds from public offering


253,000,000Payment for underwriters discount and offering costs


(9,889,496
)Proceeds from loan payable, stockholder


500,000Loan payment to stockholder


(500,000
)Proceeds from issuance of common stock


25,000Net cash provided by financing activities


250,735,504Net increase in cash


2,015Cash,beginning of period


Cash,end of period

$
2,015Supplemental schedule of non-cash financing activitiesDeferred underwriters fee

$
8,855,000Accrued offering costs

$
97,247Amount due to related party, offering costs

$
76,323    F-6




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  NOTE 1 
    DESCRIPTION
    OF ORGANIZATION AND BUSINESS OPERATIONS  Accounting and Reporting By Development Stage
    Enterprises
    Rule 2a-7
   F-7




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
    pro rata
  pro rata pro rata pro rata
  pro
    rata
  24-month
   F-8




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of
    presentation:
    Development
    Stage Company:
  Accounting and Reporting by Development
    Stage Enterprises.
  Income
    per common share:
  Earnings Per Share
      Common
    shares subject to possible redemption:
  No. D-98,
 F-9




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  Deferred
    offering costs:
  Expenses of Offering.
  Fair
    value measurements:
  Fair Value Measurement. Effective Date of FASB Statement No. 157,
    Concentration
    of Credit Risk
    Fair
    value of financial instruments:
  Disclosure About Fair Value of
    Financial Instruments short-term
  Use of
    estimates:
    Securities
    held in trust:
  Accounting for Certain Debt and Equity Securities
 F-10




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
        Income
    taxes:
  Accounting
    for Income Taxes,
  Accounting for Uncertainty in
    Income Taxes an interpretation of
    SFAS No. 109
    Foreign
    currency translation:
    Foreign Currency
    Translation
   F-11




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  Recently
    issued accounting standards:
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statement  amendments of ARB No. 51
  NOTE 3 
    THE
    OFFERING     F-12




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  NOTE 4 
    INVESTMENT
    IN TRUST ACCOUNT; MARKETABLE SECURITIES  Rule 2a-7
  Accounting for
    Certain Investments in Debt and Equity Securities
    Gross UnrecognizedCarrying Amount


Holding Loss


Fair ValueHeld-to-maturity:U. S. Treasury securities

$
252,193,669


$
229,070


$
251,964,599       NOTE 5 
    RELATED
    PARTY TRANSACTIONS     F-13




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
          pro rata
 F-14




---



##### Table of Contents



NAVIOS
    MARITIME ACQUISITION CORPORATION (A
    corporation in the development stage)NOTES TO FINANCIAL STATEMENTS
  NOTE 6 
    PREFERRED
    STOCK    NOTE 7 
    COMMITMENTS  pro rata
 F-15