UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period from to
 Commission file number 001-34104
 Navios Maritime Acquisition Corporation
  Not Applicable
  Republic of Marshall Islands
  85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000
  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
   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
    
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  o þ
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TABLE OF CONTENTS
 FORWARD LOOKING STATEMENTS
    
    
    3PART I
    
    
    
    
    3Item 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
    
    
    22Item 4A.
    
    Unresolved Staff Comments
    
    
    47Item 5.
    
    Operating and Financial Review and Prospects
    
    
    47Item 6.
    
    Directors, Senior Management and Employees
    
    
    51Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    57Item 8.
    
    Financial Information
    
    
    58Item 9.
    
    The Offer and Listing
    
    
    59Item 10.
    
    Additional Information
    
    
    59Item 11.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    68Item 12.
    
    Description of Securities Other than Equity Securities
    
    
    69PART II
    
    
    
    
    70Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    70Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    70Item 15.
    
    Controls and Procedures
    
    
    70Item 16A.
    
    Audit Committee Financial Expert
    
    
    71Item 16B.
    
    Code of Ethics
    
    
    71Item 16C.
    
    Principal Accountant Fees and Services
    
    
    71Item 16D.
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    72Item 16E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    72Item 16F.
    
    Changes in Registrants Certifying Accountant
    
    
    72Item 16G
    
    Corporate Governance
    
    
    72PART III
    
    
    
    
    73Item 17.
    
    Financial Statements
    
    
    72Item 18.
    
    Financial Statements
    
    
    73Item 19.
    
    Exhibits
    
    
    73SIGNATURES
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FORWARD-LOOKING STATEMENTS
 This Annual Report should be read in conjunction with the financial statements and
accompanying notes included here in.
   
    
    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.
    
 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
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Period from
    
    Period fromYear Ended
    
    March 14, 2008 to
    
    March 14, 2008 toDecember 31, 2009
    
    December 31, 2008
    
    December 31 2009Statement of Operations DataRevenue
    
    $
    
    
    
    $
    
    
    
    $
    General and administrative expenses
    
    
    (120,000
    )
    
    
    (60,000
    )
    
    
    (180,000
    )Formation and operating costs
    
    
    (874,377
    )
    
    
    (332,771
    )
    
    
    (1,207,148
    )Loss from operations
    
    $
    (994,377
    )
    
    $
    (392,771
    )
    
    $
    (1,387,148
    )Interest income
    
    
    331,656
    
    
    
    1,435,550
    
    
    
    1,767,206Other income
    
    
    14,909
    
    
    
    4,405
    
    
    
    19,314Net income/(loss)
    
    $
    (647,812
    )
    
    $
    1,047,184
    
    
    $
    399,372Earnings/(loss) per ordinary share, (basic and diluted):
    
    $
    (0.0204
    )
    
    $
    0.0456
    
    
    $
    0.01439Balance Sheet DataCurrent assets, including cash
    
    $
    251,635,689
    
    
    $
    252,258,159
    
    
    $
    251,635,689Long term liabilities, deferred underwriters fees
    
    
    8,855,000
    
    
    
    8,855,000
    
    
    
    8,855,000Common stock subject to redemption, 10,119,999 shares at redemption value, $9.91 per share
    
    
    100,289,190
    
    
    
    100,289,190
    
    
    
    100,289,190Total liabilities and stockholders equity
    
    
    251,635,689
    
    
    
    252,258,159
    
    
    
    251,635,689Cash Flow DataNet cash provided by/(used in) operating activities
    
    $
    (622,629
    )
    
    $
    1,467,518
    
    
    $
    844,889Net cash provided by/(used in) investing activities
    
    
    707,713
    
    
    
    (252,201,007
    )
    
    
    (251,493,294
    )Net cash provided by financing activities
    
    
    
    
    
    
    250,735,504
    
    
    
    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.
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Since we are a foreign private issuer, we are not subject to certain Securities and Exchange
Commision, 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
    
    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.
   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.
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pro rata
 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.
  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.
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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.
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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
  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.
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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, 2009, 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;
    
    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.
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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.
   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;
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
    
    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.
   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.
  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.
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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.
  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.
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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.
  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.
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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.
   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.
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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.
  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.
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Management services relating to a target business vessels may be performed by Navios Holdings,
which could result in potential conflicts of interest.
  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.
  The marine transportation and logistics industries are subject to seasonal fluctuations in demand
and, therefore, may cause volatility in our operating results.
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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.
  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.
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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.
    
    
    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.
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Acts of piracy on ocean-going vessels have increased recently in frequency and magnitude,
which could adversely affect our business.
  Governments could requisition vessels of a target business during a period of war or emergency,
resulting in a loss of earnings.
  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.
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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.
   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, causing the
market price of our common stock to decline.
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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.
  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.
  
 Item 4. Information on the Company
 A. History and development of Navios Acquisition
 General
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B. Business overview
 Introduction
  23




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st
    
    
    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, 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
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Brand Name
  Track record
  Unique platform for deal generation
  Intense focus on operational due diligence
  Status as a public company
  25




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Financial position
  Our Relationship with Navios Holdings and Navios Partners
   
    
    Navios Holdings.Navios Holdings is a global and vertically
integrated seaborne shipping and logistics 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 Partners operates dry bulk vessels that are
chartered out for a minimum of three years. The Navios Partners,
fleet currently consists of ten active Panamax vessels, one Capesize
vessel and one Ultra Handymax vessel. All of Navios Partners current
vessels operate under long-term charters-out with an average length of
approximately 3.9 years. All of Navios Partners vessels are currently
managed by Navios ShipManagement Inc.
    
    
    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
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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.
   Tanker Sector
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
    
    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.
  LNG Carrier Sector
   28




---



##### 



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
compressors. These vessels are typically 22,000 cbm and larger and
also carry clean petroleum products such as naphtha.
 Dry Bulk Shipping Sector
  
    
    Capesize:A drybulk carrier of at least 100,000 dwt in the shipping
industry generally. The Capesize sector is focused on long haul iron
ore and coal trade routes. The Capesize vessels in Navios Holdings fleet range
from approximately 170,000 to 181,000 dwt.
    
    Panamax:A drybulk carrier of approximately 60,000 to 100,000 dwt in
the shipping industry generally, and of maximum legth, depth and draft
capable of passing fully loaded through the Pnama Canal. The Panamax
vessels in Navios Holdings fleet range from approximately 70,000 to
83,000 dwt.
    
    Handymax/Ultra-Handymax:A drybulk carrier of approximately 30,000 to
60,000 dwt in the shipping industry generally. The Ultra-Handymax
vessels in Navios Holdings fleet range from approximately 50,000 to
59,000 dwt.
 29




---



##### 




    
    Handysize:Handysize vessels have a carrying capacity of up to 39,999
dwt. These vesels almost exclusively carry minor bulk cargo.
Increasingly, ships of this type operate on regional trading routes,
and may serve as trans-shipment feeders for larger vessels. Handysize
vessels are well suited for small ports with legth and draft
restrictions. Their cargo gear enables them to service ports lacking
the infrastructure for cargo loading and unloading.
  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.)
    
    Limestone (clinker)
    
    Mineral iron
    
    Rolling stones
    
    General Cargo  Containers  Special cargoes
 Specialized Vessel Operations
  Offshore Supply Operations
  30




---



##### 



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
    International Environmental Regulations
  Ship safety regulation
  31




---



##### 



Regulations to prevent pollution from ships
    Greenhouse Gas Emissions
  Other international regulations to prevent pollution
  32




---



##### 



European regulations
 Erika
  United States Environmental Regulations and laws governing civil liability for pollution
     33




---



##### 



34




---



##### 



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.
  International laws governing civil liability to pay compensation or damages
  35




---



##### 



Inspection by Classification Societies
   
    
    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
 36




---



##### 



General
  We have not identified a target business
   Sources of target businesses
   37




---



##### 



Selection of a target business and structuring of a business combination
  
    
    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;
 38




---



##### 




    
    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.
   Fair market value of target business
    39




---



##### 



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
 40




---



##### 




  pro rata
 41




---



##### 



Extension of time to consummate a business combination to up to 36 months
   pro rata
   Conversion rights for stockholders voting to reject the extended period or our initial
business combination
 pro rata pro rata pro rata
  42




---



##### 



pro rata
 pro rata
  43




---



##### 



pro rata pro rata
 Dissolution and liquidation if no business combination
    44




---



##### 



pro rata
   45




---



##### 



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.
   Facilities
  Employees
  Periodic reporting and financial information
 46




---



##### 



Legal proceedings
  C. Organizational Structure
  D. Properties
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 Overview
 st
 
    
    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. 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
 47




---



##### 



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, 2009 the Trust Account had a balance of $251.5
million, including short-term investments.
    
    Navios Holdings loaned us a total of $0.5 million for the payment of offering expenses.
This loan was payable on the earlier of March 31, 2009 or the completion of our Initial
Public Offering. On December 31, 2009, 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
  A. Operating results
 Period over Period Comparisons
 For the Year Ended December 31, 2009 compared to the year ended December 31, 2008
  Period from
    
    
    Period fromYear ended
    
    
    March 14, 2008
    
    
    March 14, 2008 toDecember 31,
    
    
    (date of inception) 
    
    
    December2009
    
    
    December 31, 2008
    
    
    31, 2009Revenue
    
    $
    
    
    
    $
    ExpensesGeneral and administrative expenses
    
    
    (120,000
    )
    
    
    (60,000
    )
    
    
    (180,000
    )Formation and operating costs
    
    
    (874,377
    )
    
    
    (332,771
    )
    
    
    (1,207,148
    )Loss from operations
    
    $
    (994,377
    )
    
    $
    (392,771
    )
    
    
    (1,387,148
    )Interest income
    
    
    331,656
    
    
    
    1,435,550
    
    
    
    1,767,206Other income
    
    
    14,909
    
    
    
    4,405
    
    
    
    19,314Net income/(loss) applicable to
common stockholders
    
    
    (647,812
    )
    
    
    1,047,184
    
    
    
    399,372
 General and administrative expenses.
 Formation and operating costs.
 Interest from trust account.
 48




---



##### 



Other income.
 B. Liquidity and Capital Resources
       Cash Flow for the Year Ended December 31, 2009 compared to the Year Ended December 31, 2008
  From InceptionMarch 14, 2008Year Ended
    
    Year Ended
    
    to Year EndedDecember 31, 2009
    
    December 31, 2008
    
    December 31, 2009Net cash provided by/(used in) operating
activities
    
    $
    (622,629
    )
    
    $
    1,467,518
    
    
    $
    844,889Net cash provided by/ (used in) investing
activities
    
    
    707,713
    
    
    
    (252,201,007
    )
    
    
    (251,493,294
    )Net cash provided by financing activities
    
    
    
    
    
    
    250,735,504
    
    
    
    250,735,504Change in cash and cash equivalents
    
    $
    85,084
    
    
    $
    2,015
    
    
    $
    87,099
 Cash provided by/(used in) operating activities for the year ended December 31, 2009 as compared to
the Year Ended December 31, 2008:
 49




---



##### 



Cash provided by/ (used in) investing activities for the year ended December 31, 2009 as compared
to the Year Ended December 31, 2008:
   Cash provided by financing activities for the Year Ended December 31, 2009 as compared to the Year
Ended December 31, 2008:
    50




---



##### 



C. Research and development, patents and licenses, etc.
  D. Trend information
  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
  Name
    
    Age
    
    PositionAngeliki Frangou
    
    
    44
    
    
    Chairman, Chief Executive Officer and DirectorTed C. Petrone
    
    
    54
    
    
    President and DirectorNikolaos Veraros, CFA
    
    
    39
    
    
    DirectorJulian David Brynteson
    
    
    42
    
    
    DirectorJohn Koilalous
    
    
    79
    
    
    DirectorLeonidas Korres
    
    
    33
    
    
    Executive Vice President  Business Development
 Angeliki Frangou
 51




---



##### 



Ted C. Petrone
 Nikolaos Veraros, CFA,
 Julian David Brynteson
 John Koilalous
 Leonidas Korres
 Director independence
  B. Executive compensation
 pro rata
 52




---



##### 



C. Board practices
 Board classes
  Board committees
  Audit committee
    Nominating committee
  Code of conduct and ethics
  Conflicts of interest
 53




---



##### 




    
    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. 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 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.
  54




---



##### 



pro rata
      55




---



##### 




    
    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.
    D. Employees
 Not applicable as we do not intend to have any full time employees prior to the consummation of
a business combination.
 E. Share Ownership
   56




---



##### 



Amountof Beneficial
    
    Percentage ofName and Address of Beneficial Owner(1)
    
    Ownership(2)
    
    Common StockNavios Maritime Holdings Inc.(2)
    
    
    6,035,000
    
    
    
    19
    %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 the initial stockholders and Ms. Frangou.(23.2%) and FMR LLC (11.9%). 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. 
 Item 7. Major Stockholders and Related Party Transactions
 Major Stockholders
  Common Stocks Beneficially OwnedName of Beneficial Owner
    
    Number
    
    PercentageNavios Holdings
    
    
    6,035,000
    
    
    
    19
    %QVT Financial LP
    
    
    2,992,000
    
    
    
    9.4
    %Arrowgrass Capital Partners (US) LP
    
    
    2,606,324
    
    
    
    8.2
    %L3 Capital Advisors, LLC
    
    
    2,127,976
    
    
    
    6.7
    %Integrated Core Strategies (US) LLC
    
    
    2,058,835
    
    
    
    6.5
    %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
  57




---



##### 



pro rata
  
 Item 8. Financial Information
 A. Financial Statements and Other Financial Information
 Financial Statements:
 Legal Proceedings
  Dividend policy
  B. Significant Changes
  58




---



##### 



Item 9. The Offer and Listing
  Price range
    
    Price range
    
    Price rangeUnits
    
    Common stock
    
    WarrantsHigh
    
    Low
    
    High
    
    Low
    
    High
    
    LowYear Ended:December 31, 2009
    
    $
    10.55
    
    
    
    8.61
    
    
    $
    9.90
    
    
    $
    8.57
    
    
    
    0.81
    
    
    
    0.16December 31, 2008*
    
    $
    10.20
    
    
    $
    8.40
    
    
    $
    9.40
    
    
    $
    8.08
    
    
    $
    1.05
    
    
    $
    0.14Quarter Ended:March 31, 2010 (through January 27, 2010)
    
    $
    10.32
    
    
    $
    10.12
    
    
    $
    9.90
    
    
    $
    9.79
    
    
    $
    0.62
    
    
    $
    0.50December 31, 2009
    
    $
    10.55
    
    
    $
    9.73
    
    
    $
    9.90
    
    
    $
    9.61
    
    
    $
    0.76
    
    
    $
    0.52September 30, 2009
    
    $
    10.05
    
    
    $
    9.64
    
    
    $
    9.60
    
    
    $
    9.37
    
    
    $
    0.81
    
    
    $
    0.40June 30, 2009
    
    $
    9.47
    
    
    $
    9.10
    
    
    $
    9.36
    
    
    $
    9.03
    
    
    $
    0.48
    
    
    $
    0.18March 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:January 31, 2010 (through January 27, 2010)
    
    $
    10.32
    
    
    $
    10.12
    
    
    $
    9.90
    
    
    $
    9.79
    
    
    $
    0.62
    
    
    $
    0.50December 31, 2009
    
    $
    10.55
    
    
    $
    9.73
    
    
    $
    9.90
    
    
    $
    9.76
    
    
    $
    0.73
    
    
    $
    0.52November 30, 2009
    
    $
    10.50
    
    
    $
    9.96
    
    
    $
    9.80
    
    
    $
    9.70
    
    
    $
    0.76
    
    
    $
    0.62October 31, 2009
    
    $
    10.30
    
    
    $
    10.02
    
    
    $
    9.76
    
    
    $
    9.61
    
    
    $
    0.71
    
    
    $
    0.57September 30, 2009
    
    $
    10.05
    
    
    $
    9.90
    
    
    $
    9.60
    
    
    $
    9.54
    
    
    $
    0.81
    
    
    $
    0.57August 31, 2009
    
    $
    10.03
    
    
    $
    9.67
    
    
    $
    9.58
    
    
    $
    9.40
    
    
    $
    0.60
    
    
    $
    0.45July 31, 2009
    
    $
    9.81
    
    
    $
    9.64
    
    
    $
    9.56
    
    
    $
    9.37
    
    
    $
    0.50
    
    
    $
    0.40
 
 (*)
    
    Period beginning July 1, 2008 
 Item 10. Additional Information
 A. Share Capital
  B. Certificate of Incorporation
  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.
 59




---



##### 




    
    Services Agreement 2008, dated June 25, between the Company and Navios Holdings.
    
    Registration Rights Agreement, dated June 25, 2008, by and among the Company,
and 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 28, 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.
    
    Waiver of Navios Maritime Partners L.P. dated June 29, 2009.
 C. Exchange controls and other limitations
   E. Taxation
 Marshall Islands Tax Considerations
  United States Federal Income Tax Considerations
  United States Federal Income Taxation of Our Company
    60




---



##### 



Taxation of Shipping Income in General
     Exemption of Shipping Income from United States Federal Income Taxation
  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; andII.
    
    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.
   61




---



##### 



Taxation of Shipping Income in the Absence of the Section 883 Exemption
    
    
    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
 62




---



##### 




    
    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).
  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;
 63




---



##### 




    
    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;
    
    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.
   Allocation of Purchase Price of Units between the Shares and Warrants
  Distributions Paid on Shares
   64




---



##### 



Disposition of Shares
   Warrants
  Tax Consequences If We Are a Passive Foreign Investment Company
 pro rata
  65




---



##### 



pro rata pro rata
 66




---



##### 



Non-U.S. holders
  
    
    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
 67




---



##### 




    
    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.
  Information Reporting and Backup Withholding
     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
   68




---



##### 



Concentration of Credit Risk
  Inflation
  
 Item 12. Description of Securities Other than Equity Securities
  69




---



##### 



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
   
 Item 15. Controls and Procedures
 A. Disclosure Controls and Procedures
   B. Managements annual report on internal control over financial reporting
  70




---



##### 



C. Attestation report of the registered public accounting firm
  
 D. Changes in internal control over financial reporting
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of 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
  71




---



##### 



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 Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
  
 Item 17. Financial Statements
  72




---



##### 



PART III
 
 Item 18. Financial Statements
  
 Item 19. Exhibits
 Exhibit No.
    
    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)4.2
    
    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 +15.1
    
    Consent of Rothstein Kass & Company, P.C.
 
 *
    
    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). 73




---



##### 



INDEX TO FINANCIAL STATEMENTS
 NAVIOS MARITIME ACQUISITION CORPORATION  (a corporation in the development stage)
 Report of Independent Registered Public Accounting Firm
    
    F- 2Financial Statements:Balance Sheet as of December 31, 2009 and December 31, 2008
    
    F- 3Statement of Operations for the year ended December 31, 2009,
for the period March 14, 2008 (date of inception) to
December 31, 2008 and for the period March 14, 2008 (date of
inception) to December 31, 2009
    
    F- 4Statement of Stockholders Equity for the year ended December
31, 2009 and for the period March 14, 2008 (date of
inception) to December 31, 2008
    
    F- 5Statement of Cash Flows for the year ended December 31, 2009,
for the period March 14, 2008 (date of inception) to
December 31, 2008 and for the period March 14, 2008 ( date of
inception) to December 31,2009
    
    F- 6Notes to Financial Statements
    
    F- 7
 F-1




---



##### 



Report of Independent Registered Public Accounting Firm
 To the Board of Directors and Stockholders of
Navios Maritime Acquisition Corporation
        
 F-2




---



##### 



NAVIOS MARITIME ACQUISITION CORPORATION
 BALANCE
SHEETS
 December 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assetsCash
    
    $
    87,099
    
    
    $
    2,015Prepaid expenses
    
    
    55,295
    
    
    
    55,137Total current assets
    
    
    142,394
    
    
    
    57,152Other assetsInvestment in trust account, including restricted cash
    
    
    251,493,295
    
    
    
    252,201,007Total other assets
    
    
    251,493,295
    
    
    
    252,201,007251,635,689
    
    
    
    252,258,159LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    56,479
    
    
    $
    29,821Accrued expenses
    
    
    414,215
    
    
    
    309,327Amount due to related parties
    
    
    30,119
    
    
    
    136,323Total current liabilities
    
    
    500,813
    
    
    
    475,471Long term liabilities,deferred underwriters fees
    
    
    8,855,000
    
    
    
    8,855,000Common stock subject to redemption,10,119,999 shares at redemption value,
$9.91 per share
    
    
    100,289,190
    
    
    
    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)
    
    
    3,163
    
    
    
    3,163Additional paid-in capital
    
    
    141,588,151
    
    
    
    141,588,151Earnings accumulated during the development stage
    
    
    399,372
    
    
    
    1,047,184Total stockholders equity
    
    
    141,990,686
    
    
    
    142,638,498Total liabilities and stockholders equity
    
    $
    251,635,689
    
    
    $
    252,258,159
  F-3




---



##### 



NAVIOS MARITIME ACQUISITION CORPORATION
 
 STATEMENT OF OPERATIONS
 Period from
    
    
    Period FromMarch 14, 2008
    
    
    March 14, 2008Year Ended
    
    
    (date of inception) to
    
    
    (date of inception) toDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31,2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    ExpensesGeneral and administrative expenses
    
    
    (120,000
    )
    
    
    (60,000
    )
    
    
    (180,000
    )Formation and operating costs
    
    
    (874,377
    )
    
    
    (332,771
    )
    
    
    (1,207,148
    )Loss from operations
    
    
    (994,377
    )
    
    
    (392,771
    )
    
    
    (1,387,148
    )Interest income from trust account
    
    
    331,656
    
    
    
    1,435,550
    
    
    
    1,767,206Other interest
    
    
    14,909
    
    
    
    4,405
    
    
    
    19,314Net income/(loss) applicable to common stockholders
    
    
    (647,812
    )
    
    
    1,047,184
    
    
    
    399,372Net income/(loss) per ordinary share (excluding shares subject to possible
redemption), basic
    
    $
    (0.03
    )
    
    $
    0.08
    
    
    $
    0.02Weighted average number of ordinary shares (excluding shares subject to
possible redemption), basic
    
    
    21,505,001
    
    
    
    12,801,234
    
    
    
    17,636,660Net income/(loss) per ordinary share (excluding shares subject to possible
redemption), diluted
    
    $
    (0.02
    )
    
    $
    0.06
    
    
    $
    0.02Weighted average number of ordinary shares (excluding shares subject to
possible redemption), diluted
    
    
    21,505,001
    
    
    
    18,075,777
    
    
    
    25,568,868Net income/(loss) per ordinary share for shares subject to possible redemption
    
    $
    (0.02
    )
    
    $
    0.10
    
    
    $
    0.04Weighted average number of ordinary shares subject to possible redemption
    
    
    10,119,999
    
    
    
    10,119,999
    
    
    
    10,119,999
  F-4




---



##### 



NAVIOS MARITIME ACQUISITION CORPORATION
 
 STATEMENT OF STOCKHOLDERS EQUITY
 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 from March 14, 2008 (date of
inception) to December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,047,184
    
    
    
    1,047,184Balance December 31, 2008
    
    
    31,625,000
    
    
    $
    3,163
    
    
    $
    141,588,151
    
    
    $
    1,047,184
    
    
    $
    142,638,498Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (647,812
    )
    
    
    (647,812
    )Balance December 31, 2009
    
    
    31,625,000
    
    
    $
    3,163
    
    
    $
    141,588,151
    
    
    $
    399,372
    
    
    $
    141,990,686
  F-5




---



##### 



NAVIOS MARITIME ACQUISITION CORPORATION   STATEMENT OF CASH FLOWS
 Period from
    
    
    Period fromYear Ended
    
    
    March 14, 2008
    
    
    March 14,2008December
    
    
    (date of inception) to
    
    
    (inception date) to31, 2009
    
    
    December 31, 2008
    
    
    December 31,2009Cash flows from operating activitiesNet income/(loss)
    
    $
    (647,812
    )
    
    $
    1,047,184
    
    
    $
    399,372Adjustment to reconcile net income to net cash provided by
operating activities:Change in operating assets and liabilities:Prepaid expenses
    
    
    (158
    )
    
    
    (55,137
    )
    
    
    (55,295
    )Accrued expenses
    
    
    104,888
    
    
    
    309,327
    
    
    
    414,215Amounts due to related parties
    
    
    (106,204
    )
    
    
    136,323
    
    
    
    30,118Accounts payable
    
    
    26,657
    
    
    
    29,821
    
    
    
    56,479Net cash provided by/(used in) operating activities
    
    
    (622,629
    )
    
    
    1,467,518
    
    
    
    844,889Cash flows from investing activitiesRestricted cash held in trust account
    
    
    4,958
    
    
    
    (7,338
    )
    
    
    (2,380
    )Investments in trust account
    
    
    702,755
    
    
    
    (252,193,669
    )
    
    
    (251,490,914
    )Net cash provided by/(used in) investing activities
    
    
    707,713
    
    
    
    (252,201,007
    )
    
    
    (251,493,294
    )Cash flows from financing activitiesProceeds from issuance of warrants in private placement
    
    
    
    
    
    
    7,600,000
    
    
    
    7,600,000Gross proceeds from public offering
    
    
    
    
    
    
    253,000,000
    
    
    
    253,000,000Payment for underwriters discount and offering cost
    
    
    
    
    
    
    (9,889,496
    )
    
    
    (9,889,496
    )Proceeds from loan payable, stockholder
    
    
    
    
    
    
    500,000
    
    
    
    500,000Loan payment to stockholder
    
    
    
    
    
    
    (500,000
    )
    
    
    (500,000
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    25,000
    
    
    
    25,000Net cash provided by financing activities
    
    
    
    
    
    
    250,735,504
    
    
    
    250,735,504Net increase in cash
    
    
    85,084
    
    
    
    2,015
    
    
    
    87,099Cash,beginning of period
    
    
    2,015
    
    
    
    
    
    
    
    Cash,end of period
    
    $
    87,099
    
    
    $
    2,015
    
    
    $
    87,099Supplemental schedule of non-cash financing activitiesDeferred underwriters fee
    
    $
    8,855,000
    
    
    $
    8,855,000
    
    
    $
    8,855,000Accrued offering costs
    
    $
    
    
    
    $
    97,247
    
    
    $
    Amount due to related party, offering costs
    
    $
    
    
    
    $
    76,323
    
    
    $
    
  F-6




---



##### 



NAVIOS MARITIME ACQUISITION CORPORATION
 
  NOTE 1DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 st
    pro rata
 pro rata pro rata
 F-7




---



##### 



pro rata
 pro rata
   NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
  Income/loss per common share:
    F-8




---



##### 



Ordinary shares subject to possible redemption:
  Concentration of Credit Risk
  Fair value of financial instruments:
  Use of estimates:
  Cash and Cash equivalents:
  Securities held in trust:
    Income taxes:
  F-9




---



##### 



Foreign currency translation:
    Recently adopted accounting standards:
 Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
  Nonfinancial Assets and Nonfinancial Liabilities
    F-10




---



##### 



NOTE 3THE OFFERING
   NOTE 4  INVESTMENT IN TRUST ACCOUNT; MARKETABLE SECURITIES
    F-11




---



##### 



GrossunrealizedCarrying amount
    
    holding gains
    
    Fair valueHeld-to-maturity:U. S.
Treasury
securities
    
    $
    251,493,565
    
    
    $
    (2,651
    )
    
    $
    251,490,914
  GrossunrealizedCarrying amount
    
    holding gains
    
    Fair valueHeld-to-maturity:U. S.
Treasury
securities
    
    $
    251,964,599
    
    
    $
    229,070
    
    
    $
    252,193,669
   NOTE 5RELATED PARTY TRANSACTIONS
    F-12




---



##### 



pro rata
  NOTE 6PREFERRED STOCK
  NOTE 7COMMITMENTS
 pro rata
 NOTE 8- GOING CONCERN
  F-13




---



##### 



SIGNATURES
  NAVIOS MARITIME ACQUISITION CORPORATION/s/ Angeliki FrangouBy:

    Angeliki FrangouIts:

    Chairman and Chief Executive Officer Date:
January 29, 2010
 F-14