UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31,
2012



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



For the transition period from  __________ to __________



Commission File Number:   001-35437



ROI ACQUISITION CORP.

(Exact name of registrant as specified in
its charter)







---







|Delaware                                                               |  | 6770                                                             |  | 45-3414553                                     
|---------------------------------------------------------------------- |  | ---------------------------------------------------------------- |  | -----------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (Primary Standard Industrial
        Classification Code Number) |  | (I.R.S. Employer
        Identification Number)



|9 West 57th Street
        New York, NY  | 10019     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)



Registrant’s telephone number, including
area code:   (212) 825-0400



Not Applicable

(Former name or former address, if changed
since last report)





---



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



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



|Large accelerated filer  ̈                     |  | Accelerated filer  ̈        
|--------------------------------------------- |  | ---------------------------
|Non-accelerated filer x                       |  | Smaller reporting company  ̈
|                                              |  |                            
|(Do not check if a smaller reporting company) |  |                            



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



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).     Yes  ̈
No  x



As of May 15, 2012, there were 9,666,250 shares of Company’s
common stock issued and outstanding.











ROI ACQUISITION CORP.



TABLE OF CONTENTS



|PART I. FINANCIAL INFORMATION                                                                 |  | 3 
|--------------------------------------------------------------------------------------------- |  | --
|                                                                                              |  |   
|ITEM 1. INTERIM FINANCIAL STATEMENTS                                                          |  | 3 
|                                                                                              |  |   
|Balance Sheets                                                                                |  | 3 
|Statements of Operations                                                                      |  | 4 
|Statement of Stockholders’ Equity                                                             |  | 5 
|Statements of Cash Flows                                                                      |  | 6 
|Notes to Interim Financial Statements                                                         |  | 7 
|                                                                                              |  |   
|ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 13
|                                                                                              |  |   
|Overview                                                                                      |  | 13
|Results of Operations                                                                         |  | 13
|Liquidity and Capital Resources                                                               |  | 13
|Critical Accounting Policies                                                                  |  | 14
|                                                                                              |  |   
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 14
|                                                                                              |  |   
|ITEM 4. CONTROLS AND PROCEDURES                                                               |  | 14
|                                                                                              |  |   
|PART II. OTHER INFORMATION                                                                    |  | 15
|                                                                                              |  |   
|ITEM 1. LEGAL PROCEEDINGS                                                                     |  | 15
|                                                                                              |  |   
|ITEM 1A. RISK FACTORS                                                                         |  | 15
|                                                                                              |  |   
|ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 15
|                                                                                              |  |   
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                       |  | 16
|                                                                                              |  |   
|ITEM 4. REMOVED AND RESERVED                                                                  |  | 16
|                                                                                              |  |   
|ITEM 5. OTHER INFORMATION                                                                     |  | 16
|                                                                                              |  |   
|ITEM 6. EXHIBIT                                                                               |  | 17
|Ex-31.1                                                                                       |  |   
|Ex-31.2                                                                                       |  |   
|Ex-32.1                                                                                       |  |   
|Ex-32.2                                                                                       |  |   



2







PART 1 – FINANCIAL INFORMATION



ITEM 1. INTERIM FINANCIAL STATEMENTS



ROI Acquisition Corp.

(a corporation in the development stage)



BALANCE SHEETS



|                                                                                                                                                                                                                                              |  | March 31, 2012 (unaudited) |            |   | December 31, 2011 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                                                                                                                        |  |                            |            |   |                   |  
|Current assets:                                                                                                                                                                                                                               |  |                            |            |   |                   |  
|Cash                                                                                                                                                                                                                                          |  | $                          | 642,807    |   |                   | $
|Prepaid expenses                                                                                                                                                                                                                              |  |                            | 50,889     |   |                   |  
|Total current assets                                                                                                                                                                                                                          |  |                            | 693,696    |   |                   |  
|Noncurrent assets:                                                                                                                                                                                                                            |  |                            |            |   |                   |  
|Deferred offering costs                                                                                                                                                                                                                       |  |                            | -          |   |                   |  
|Investments and cash held in trust                                                                                                                                                                                                            |  |                            | 75,100,000 |   |                   |  
|Total assets                                                                                                                                                                                                                                  |  | $                          | 75,793,696 |   |                   | $
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                          |  |                            |            |   |                   |  
|Current liabilities:                                                                                                                                                                                                                          |  |                            |            |   |                   |  
|Accrued offering costs                                                                                                                                                                                                                        |  | $                          | 14,951     |   |                   | $
|Accounts payable and accrued expenses                                                                                                                                                                                                         |  |                            | 88,324     |   |                   |  
|Note payable-sponsor                                                                                                                                                                                                                          |  |                            |            |   |                   |  
|Total current liabilities                                                                                                                                                                                                                     |  |                            | 103,275    |   |                   |  
|                                                                                                                                                                                                                                              |  |                            |            |   |                   |  
|Deferred underwriter fee                                                                                                                                                                                                                      |  |                            | 2,250,000  |   |                   |  
|Total liabilities                                                                                                                                                                                                                             |  |                            | 2,353,275  |   |                   |  
|                                                                                                                                                                                                                                              |  |                            |            |   |                   |  
|Commitments and contingencies                                                                                                                                                                                                                 |  |                            |            |   |                   |  
|Common stock subject to possible redemption; 6,844,042 shares at $10.00                                                                                                                                                                       |  |                            | 68,440,420 |   |                   |  
|                                                                                                                                                                                                                                              |  |                            |            |   |                   |  
|Stockholders’ equity:                                                                                                                                                                                                                         |  |                            |            |   |                   |  
|Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued                                                                                                                                                                   |  |                            | -          |   |                   |  
|Common stock, $.0001 par value, authorized 100,000,000 shares; 9,666,250 and 2,156,250 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively (including 6,844,042 shares at redemption value at March 31, 2012) |  |                            | 967        |   |                   |  
|Additional paid-in capital                                                                                                                                                                                                                    |  |                            | 5,122,361  |   |                   |  
|Deficit accumulated during the development stage                                                                                                                                                                                              |  |                            | (123,327   | ) |                   |  
|Total stockholders’ equity                                                                                                                                                                                                                    |  |                            | 5,000,001  |   |                   |  
|Total liabilities and stockholders’ equity                                                                                                                                                                                                    |  | $                          | 75,793,696 |   |                   | $



See accompanying notes to interim financial
statements.



3







ROI Acquisition Corp.

(a corporation in the development stage)



STATEMENTS OF OPERATIONS

(unaudited)



|                                                                        |  | For the three months ended March 31, 2012 |           |   | For the period from September 19, 2011 (date of inception) to March 31, 2012 |  
|----------------------------------------------------------------------- |  | ----------------------------------------- | --------- | - | ---------------------------------------------------------------------------- | -
|Revenue                                                                 |  | $                                         | -         |   |                                                                              | $
|General and administrative expenses                                     |  |                                           | 93,319    |   |                                                                              |  
|Loss from operations                                                    |  |                                           | (93,319   | ) |                                                                              |  
|Other income, net                                                       |  |                                           | 5,002     |   |                                                                              |  
|Net loss attributed to common shares outstanding                        |  | $                                         | (88,317   | ) |                                                                              | $
|Weighted average number of common shares outstanding, basic and diluted |  |                                           | 4,797,129 |   |                                                                              |  
|Loss per common share, basic and diluted                                |  | $                                         | (0.02     | ) |                                                                              | $



See accompanying notes to interim financial
statements.



4







ROI Acquisition Corp.

(a corporation in the development stage)



STATEMENT OF STOCKHOLDERS’ EQUITY

For the period from September 19, 2011
(date of inception) to March 31, 2012



|                                                                                                 |  | Common
    Stock |           |  |        |   |     | Deficit
    Accumulated        |  |   |                              |  
|------------------------------------------------------------------------------------------------ |  | ---------------- | --------- |  | ------ | - | --- | ------------------------------ |  | - | ---------------------------- | -
|                                                                                                 |  | Shares           |           |  | Amount |   |     | Additional
    Paid-in Capital |  |   | During Development
    Stage |  
|Sale of common stock to Sponsor on October 6, 2011 at $0.01159 per unit                          |  |                  | 2,156,250 |  |        | $ | 216 |                                |  | $ | 24,784                       |  
|Net loss for the period ended December 31, 2011                                                  |  |                  |           |  |        |   |     |                                |  |   |                              |  
|Balances at December 31, 2011 (audited)                                                          |  |                  | 2,156,250 |  |        |   | 216 |                                |  |   | 24,784                       |  
|Sale of common stock to Chairman on February 29, 2012 at $10.00 per unit (unaudited)             |  |                  | 10,000    |  |        |   | 1   |                                |  |   | 99,999                       |  
|Sale of common stock through public offering on February 29, 2012 at $10.00 per unit (unaudited) |  |                  | 7,500,000 |  |        |   | 750 |                                |  |   | 74,999,250                   |  
|Underwriters’ fees and offering expenses (unaudited)                                             |  |                  |           |  |        |   |     |                                |  |   | (4,686,252                   | )
|Proceeds from private placement of 4,166,667 warrants (unaudited)                                |  |                  |           |  |        |   |     |                                |  |   | 3,125,000                    |  
|Proceeds subject to possible redemption of 6,844,042 shares (unaudited)                          |  |                  |           |  |        |   |     |                                |  |   | (68,440,420                  | )
|Net loss for the 3 months ended March 31, 2012 (unaudited)                                       |  |                  |           |  |        |   |     |                                |  |   |                              |  
|Balances, at March 31, 2012 (unaudited)                                                          |  |                  | 9,666,250 |  |        | $ | 967 |                                |  | $ | 5,122,361                    |  



See accompanying notes to interim financial
statements.



5







ROI Acquisition Corp.

(a corporation in the development stage)



STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                           |  | For the three months ended March 31, 2012 |             |   | For the period from September 19, 2011 (date of inception) to March 31, 2012 |  
|-------------------------------------------------------------------------- |  | ----------------------------------------- | ----------- | - | ---------------------------------------------------------------------------- | -
|Cash flows from operating activities                                       |  |                                           |             |   |                                                                              |  
|Net loss                                                                   |  | $                                         | (88,317     | ) |                                                                              | $
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                           |             |   |                                                                              |  
|Prepaid expenses                                                           |  |                                           | (50,889     | ) |                                                                              |  
|Accounts payable and accrued expenses                                      |  |                                           | 53,324      |   |                                                                              |  
|Net cash used in operating activities                                      |  |                                           | (85,882     | ) |                                                                              |  
|                                                                           |  |                                           |             |   |                                                                              |  
|Cash flows from investing activities                                       |  |                                           |             |   |                                                                              |  
|Proceeds deposited into Trust account                                      |  |                                           | (75,100,000 | ) |                                                                              |  
|Net cash used in investing activities                                      |  |                                           | (75,100,000 | ) |                                                                              |  
|                                                                           |  |                                           |             |   |                                                                              |  
|Cash flows from financing activities                                       |  |                                           |             |   |                                                                              |  
|Proceeds from sale of common stock through public offering                 |  |                                           | 75,000,000  |   |                                                                              |  
|Proceeds from the sale of common stock to Sponsor                          |  |                                           | -           |   |                                                                              |  
|Proceeds from the sale of common stock to Chairman                         |  |                                           | 100,000     |   |                                                                              |  
|Proceeds from Sponsor to purchase warrants                                 |  |                                           | 3,125,000   |   |                                                                              |  
|Proceeds from notes payable - related party                                |  |                                           | 70,000      |   |                                                                              |  
|Repayment of notes payable - related party                                 |  |                                           | (170,000    | ) |                                                                              |  
|Payments of offering costs                                                 |  |                                           | (2,335,692  | ) |                                                                              |  
|Net cash provided by financing activities                                  |  |                                           | 75,789,308  |   |                                                                              |  
|                                                                           |  |                                           |             |   |                                                                              |  
|Net increase in cash                                                       |  |                                           | 603,426     |   |                                                                              |  
|                                                                           |  |                                           |             |   |                                                                              |  
|Cash, beginning of period                                                  |  | $                                         | 39,381      |   |                                                                              | $
|Cash, end of period                                                        |  | $                                         | 642,807     |   |                                                                              | $
|                                                                           |  |                                           |             |   |                                                                              |  
|Supplemental schedule of non-cash financing activities:                    |  |                                           |             |   |                                                                              |  
|Accrued offering costs                                                     |  | $                                         | 14,951      |   |                                                                              | $
|Deferred underwriter fee payable                                           |  | $                                         | 2,250,000   |   |                                                                              | $



See accompanying notes to interim financial
statements.



6







ROI Acquisition Corp.

(a corporation in the development stage)



NOTES TO INTERIM FINANCIAL STATEMENTS



(unaudited)



| | (1) | Interim Financial Information
| | --- | -----------------------------



The accompanying interim financial statements
have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant
to the accounting and disclosure rules and regulations of the Securities and Exchange of Commission (“SEC”), and reflect
all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair
presentation of the financial position as of March 31, 2012 and the results of operations for the quarter ended March 31, 2012
and for the period from September 19, 2011 (date of inception) to March 31, 2012. Certain information and disclosures normally
included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The
results of operations for the quarter ended March 31, 2012 and for the period from September 19, 2011 (date of inception) to March
31, 2012 are not necessarily indicative of the results of operations to be expected for a full fiscal year.



| | (2) | Organization and Nature of Business Operations
| | --- | ----------------------------------------------



ROI Acquisition Corp. (the “Company”)
is a newly organized Delaware blank check company formed on September 19, 2011 for the purpose of, directly or indirectly, effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or engaging in any other similar business
combination with one or more businesses or assets (the “Business Combination”).



The Company’s sponsor is ROIC Acquisition
Holdings LP (the “Sponsor”). At March 31, 2012, the Company had not commenced any operations. All activity through
March 31, 2012 relates to the Company’s formation and public offering (“Public Offering,” described below in
Note 5). The Company changed its fiscal year-end from March 31 to December 31.



The registration statement for the Public
Offering was declared effective on February 24, 2012. The Company consummated the Public Offering on February 29, 2012 and received
net proceeds of approximately $73.5 million which includes $3,225,000 received for the purchase of 4,166,667 warrants by the Sponsor
and 10,000 units by the Chairman and is net of approximately $4.7 million of legal, accounting, and underwriting fees (see Note
6).



Company’s management has broad discretion
with respect to the specific application of the net proceeds of the offering, although substantially all of the net proceeds of
the offering are intended to be generally applied toward effecting a Business Combination. The Company’s efforts in identifying
prospective target businesses will not be limited to a particular industry or geographic region for purposes of consummating its
initial Business Combination. While the Company may pursue an acquisition opportunity in any business industry or sector, the Company
intends to focus on industries or sectors that complement the Company’s management team’s background, such as the consumer
sector, and in particular the restaurant industry in the United States and globally.



Net proceeds of approximately $75 million
from the Public Offering and simultaneous private placement of the sponsor warrants (as described below in Note 6) will be held
in a trust account (the “Trust Account”). Except for the interest income earned on the Trust Account balance that may
be released to the Company to pay any income and franchise taxes and to fund the Company’s working capital requirements,
and any amounts necessary to purchase up to 15% of the Company’s shares issued as part of the Units described in Note 5 if
the Company seeks stockholder approval for its initial Business Combination, none of the funds held in the Trust Account will be
released until the earlier of the completion of the Company’s initial Business Combination and the redemption of 100% of
the Company’s public shares if the Company is unable to consummate a Business Combination by November 29, 2013, 21 months
from the closing of the offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become
subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s
public stockholders.



The Company will provide its stockholders
with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit
in the Trust Account, less franchise and income taxes payable, upon the consummation of the Company’s initial Business Combination,
subject to the limitations described herein. There will be no redemption rights with respect to outstanding warrants or private
placement units.



7







If the Company seeks stockholder approval,
the Company will consummate its initial Business Combination only if a majority of the outstanding shares of common stock voted
in favor of the Business Combination. In such case, the Sponsor has agreed to vote its Founder Shares (as defined in Note 7) as
well as any public shares purchased during or after the Public Offering in favor of the Company’s initial Business Combination.
In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and any public shares it
may hold in connection with the consummation by the Company of a Business Combination. The Company’s officers and directors
have also agreed to waive their redemption rights with respect to any public shares in connection with the consummation of the
Company’s initial Business Combination.



If the Company does not effect a Business
Combination by November 29, 2013, 21 months from the closing of the offering, the Company will liquidate the Trust Account and
distribute the amount then held in the Trust Account, including interest but net of franchise and income taxes payable and less
up to $50,000 of such net interest that may be released to the Company from the Trust Account to pay liquidation expenses, to the
Company’s public stockholders, subject in each case to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.



The Sponsor has agreed to waive its redemption
rights with respect to its Founder Shares if the Company fails to consummate a Business Combination within the 21-month time period,
although the Sponsor will be entitled to redemption with respect to any public shares it holds if the Company fails to consummate
a Business Combination within such time period.



| | (3) | Basis of Presentation
| | --- | ---------------------



The accompanying financial statements are
presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC.



| | (4) | Summary of Significant Accounting Policies
| | --- | ------------------------------------------



| | (a) | Fair Value of Financial instruments
| | --- | -----------------------------------



The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, approximates the carrying
amounts represented in the balance sheet.



| | (b) | Investments held in the Trust Account
| | --- | -------------------------------------



The amounts held in the Trust Account represent
substantially all of the proceeds of the Public Offering and are classified as restricted assets since such amounts can only be
used by the Company in connection with the consummation of a Business Combination.



As of March 31, 2012, investment securities
in the Company’s Trust Account consist of approximately $75,100,000 in U.S. government treasury bills with a maturity of
180 days or less.



| | (c) | Cash and cash equivalents
| | --- | -------------------------



The Company considers all highly-liquid
instruments with original maturities of three months or less to be cash equivalents.



| | (d) | Redeemable Common Stock
| | --- | -----------------------



As discussed in Note 2, all of the 75,000,000
common shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of common
shares under the Company’s Liquidation or Stockholder Approval provisions. In accordance with ASC 480, “Distinguishing
Liabilities from Equity”, redemption provisions not solely within the control of the Company require the security to be classified
outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s
equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold,
its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible
assets (stockholders’ equity) to be less than $5,000,001.



8







The Company recognizes changes in redemption
value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of
each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against
paid-in capital. Accordingly, at March 31, 2012, 6,844,042 public shares are classified outside of permanent equity at its redemption
value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest but less franchise and income taxes payable (approximately $10.00 at March 31, 2012).



| | (e) | Net Loss Per Common Share
| | --- | -------------------------



Basic net loss per share is computed by
dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period.
Diluted net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of
common shares outstanding, plus to the extent dilutive, the incremental number of shares of common shares to settle warrants held
by the Sponsor (see Note 6), as calculated using the treasury stock method. As the Company reported a net loss for the three months
ended March 31, 2012 and for the period from September 19, 2011 (date of inception) to March 31, 2012, the effect of the 7,500,000
warrants issued in the Public Offering and 4,176,667 warrants issued in the private placements have not been considered in the
diluted loss per common share because their effect would be anti-dilutive. As a result, dilutive loss per common share is equal
to basic loss per common share.



| | (f) | Use of Estimates
| | --- | ----------------



The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.



| | (g) | Deferred Offering Cost
| | --- | ----------------------



The Company complies with the requirements
of the SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally
of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that
were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at March 31, 2012, Public Offering
costs totaling approximately $4.7 million (including $4,125,000 in underwriters fees) have been charged to stockholders’
equity.



| | (h) | Recent Accounting Pronouncements
| | --- | --------------------------------



Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.



| | (i) | Concentration of credit risk
| | --- | ----------------------------



Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the
Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such accounts.



| | (j) | Development stage company
| | --- | -------------------------



The Company complies with the reporting
requirement of FASB ASC 915, “Development Stage Entities.” At March 31, 2012, the Company had not commenced any operations.
All activity through March 31, 2012 relates to the Company’s formation and the offering. Following such offering, the Company
will not generate any operating revenues until after completion of a business transaction at the earliest, if at all. The Company
will generate non-operating income in the form of interest income on the designated Trust Account after the offering.



9







| | (k) | Income Taxes
| | --- | ------------



Deferred income taxes are provided for the
differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance
is established when necessary to reduce deferred tax assets to the amount expected to be realized.



The Company is required to determine whether
its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution
of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured
as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with
the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability
that reduces ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability
for unrecognized tax benefits as of March 31, 2012 and December 31, 2011. The Company’s conclusions may be subject to review
and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations
and interpretations thereof.



The Company recognizes interest and penalties
related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have
been recognized for the period from September 19, 2011 (date of inception) to March 31, 2012. The Company is subject to income
tax examinations by major taxing authorities since inception.



The Company may be subject to potential
examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.



| | (5) | Public Offering
| | --- | ---------------



The Company sold 7,500,000 units at a price
of $10.00 per unit (“Unit”). Each Unit consists of one share of common stock of the Company, and one warrant (“Warrant”).
Each Warrant entitles the holder to purchase one share of common stock of the Company at a price of $12.00 per share. The Warrants
will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or twelve
months from the closing of the offering, provided in each case that the Company has an effective registration statement under the
Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus
relating to them is available, and will expire five years after the completion of the Company’s initial Business Combination
or earlier upon redemption or liquidation. Notwithstanding the foregoing, if a registration statement covering the shares of common
stock issuable upon exercise of the Warrants has not been declared effective within 60 days following the closing of the Company’s
initial Business Combination, holders of the Warrants may, until such time as there is an effective registration statement and
during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless
basis. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants during the
exercise period, or if holders of the Warrants did not exercise their Warrants on a cashless basis under the above provision, there
will be no cash settlement of the Warrants and the Warrants will expire worthless. Once the Warrants become exercisable, the Company
may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior
written notice of redemption, only in the event that the last sales price of the Company’s shares of common stock equals
or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third business day before the
Company sends the notice of redemption to the warrant holders.



A contingent fee equal to 3.0% of the aggregate
amount of the funds released from the trust account to the Company or to the target upon consummation of the Company’s initial
Business Combination will become payable to the underwriter from the amounts held in the trust account solely in the event the
Company consummates its initial business transaction.



10







The underwriters were also granted a 45-day
option to purchase up to an additional 1,125,000 Units to cover over-allotments, if any. This option expired unexercised on April
9, 2012.



| | (6) | Related Party Transactions
| | --- | --------------------------



| | (a) | Services Agreement
| | --- | ------------------



The Company has agreed to pay $10,000 a
month for office space, administrative services and secretarial support to Clinton Group, Inc., an affiliate of the Sponsor. Services
will commence on the date the securities are first listed on the Nasdaq and will terminate upon the earlier of the consummation
by the Company of an initial Business Combination or the liquidation of the Company. Under this agreement, the Company has incurred
$12,069 for the periods presented.



| | (b) | Sponsor Warrants
| | --- | ----------------



The Sponsor has purchased, in a private
placement, 4,166,667 warrants prior to the offering at a price of $0.75 per warrant (for an aggregate purchase price of $3,125,000)
from the Company.



If the Company does not complete a Business
Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the warrants issued
to the Sponsor will expire worthless. The Company recorded the private placement warrants within permanent equity as additional
paid-in capital in accordance with FASB ASC 815-40.



The Sponsor will be entitled to registration
rights pursuant to the registration rights agreement that was signed on the date of the prospectus for the offering. The Sponsor
is entitled to demand registration rights and certain “piggy-back” registration rights with respect to its shares of
common stock, the warrants and the shares of common stock underlying the warrants, commencing on the date such shares of common
stock or warrants are released from lockup. The Company will bear the expenses incurred in connection with the filing of any such
registration statement.



| | (c) | Private Placement Units sold to Chairman
| | --- | ----------------------------------------



Thomas J. Baldwin, the Company’s Chairman
and Chief Executive Officer, has purchased an aggregate of 10,000 units (“Private Placement Units”) at a price of $10.00
per unit, each unit consisting of one share of common stock and one warrant exercisable to purchase one share of common stock,
in a private placement that closed simultaneously with the consummation of the offering. Mr. Baldwin has agreed to waive his redemption
rights with respect to the private placement units in connection with the consummation of the Company’s initial Business
Combination.



The Private Placement Units are identical
to the Units sold in the offering except that the Private Placement Units are subject to certain transfer restrictions, except
as follows: with certain limited exceptions, the Private Placement Units are not transferable, assignable or salable (except to
the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject
to the same transfer restrictions) until the earlier of (1) one year after the completion of the Company’s initial Business
Combination and (2) the date on which the Company consummates a liquidation, share exchange, share reconstruction and amalgamation,
or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s
stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding
the foregoing, if the Company’s share price reaches or exceeds $12.50 for any 20 trading days within any 30-trading day period
during the lock-up period, 50% of the Private Placement Units will be released from the lock-up and, if the Company’s share
price reaches or exceeds $15.00 for any 20 trading days within any 30-trading day period during the lock-up period, the remaining
50% of the Private Placement Units shall be released from the lock-up.



Mr. Baldwin is entitled to registration
rights pursuant to a registration rights agreement. Mr. Baldwin is entitled to demand registration rights and certain “piggy-back”
registration rights with respect to his units and the warrants and the shares of common stock underlying the units. The Company
will bear the expenses incurred in connection with the filing of any such registration statement.



11







| | (7) | Founder Shares
| | --- | --------------



On October 6, 2011, the Sponsor purchased
2,156,250 shares of common stock (“Founder Shares”) for an aggregate amount of $25,000, or approximately $0.01 per
share.



The Founder Shares are identical to the
shares of common stock included in the Units sold in the offering except that the Founder Shares are subject to certain transfer
restrictions, as described in more detail below. The Sponsor has agreed to forfeit up to 281,250 Founder Shares to the extent that
the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the
over-allotment option is not exercised in full by the underwriters so that the Sponsor will own 19.98% of the Company’s issued
and outstanding shares after the offering. The Sponsor is currently in the process of forfeiting 281,250 Founder Shares.



With certain limited exceptions, the Founder
Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities
affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (1) one year
after the completion of the Company’s initial Business Combination and (2) the date on which the Company consummates a liquidation,
share exchange, share reconstruction and amalgamation, or other similar transaction after the Company’s initial Business
Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for
cash, securities or other property (the “Lock Up Period”). Notwithstanding the foregoing, if the Company’s share
price reaches or exceeds $12.50 for any 20 trading days within any 30-trading day period during the Lock-Up Period, 50% of the
Sponsor Shares will be released from the lock-up and, if the Company’s share price reaches or exceeds $15.00 for any 20 trading
days within any 30-trading day period during the Lock Up Period, the remaining 50% of the Sponsor Shares shall be released from
the lock-up. In addition, 551,471 Founder Shares (or 634,191 Founder Shares if the underwriters’ over-allotment option is
exercised in full) will be subject to forfeiture by the Sponsor as follows: (1) 284,091 Founder Shares (or 326,705 Founder Shares
if the underwriters’ over-allotment option is exercised in full) will be subject to forfeiture in the event the last sales
price of the Company’s shares does not equal or exceed $15.00 per share (as adjusted for share splits, share dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 5 years following the
closing of the Company’s initial Business Combination and (2) the remaining 267,380 Founder Shares (or 307,487 Founder Shares
if the underwriters’ over-allotment option is exercised in full) will be subject to forfeiture in the event the last sales
price of the Company’s shares does not equal or exceed $12.50 per share (as adjusted for share splits, share dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 5 years following the
closing of the Company’s initial Business Combination. In addition, notwithstanding the Sponsor’s ability to transfer,
assign or sell its Founder Shares to permitted transferees during the lock-up periods described above, the Sponsor has agreed not
to transfer, assign or sell the Sponsor earn-out shares (whether to permitted transferees or otherwise) before the applicable forfeiture
condition lapses.



| | (8) | Fair Value Measurements
| | --- | -----------------------



The following table
presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of
March 31, 2012, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair
value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical
assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices,
interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability,
and includes situations where there is little, if any, market activity for the asset or liability:



|Description                                |  | March 31, 2012 (unaudited) |            |  | Quoted Prices in Active Markets (Level 1) |   |            | Significant Other Observable Inputs (Level 2) |  |   | Significant Other Unobservable Inputs (Level 3) | 
|------------------------------------------ |  | -------------------------- | ---------- |  | ----------------------------------------- | - | ---------- | --------------------------------------------- |  | - | ----------------------------------------------- | 
|Assets:                                    |  |                            |            |  |                                           |   |            |                                               |  |   |                                                 | 
|Investments and cash held in Trust Account |  | $                          | 75,100,000 |  |                                           | $ | 75,100,000 |                                               |  | $ | -                                               | 



12







ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



References to the “Company,”
“us” or “we” refer to ROI Acquisition Corp. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the interim financial statements and the notes
thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.



Special Note Regarding Forward-Looking Statements



All statements other than statements of
historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the
plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar
expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based
on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results
could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our
filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements
attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.



Overview



We are a newly organized Delaware blank
check company formed on September 19, 2011 for the purpose of, directly or indirectly, effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or engaging in any other similar Business Combination with one or more businesses
or assets (the “Business Combination”).



The registration statement for the Public
Offering was declared effective on February 24, 2012. The Company consummated the Public Offering on February 29, 2012 and received
net proceeds of approximately $75,000,000 which includes $3,225,000 received for the purchase of 4,166,667 warrants by the Sponsor
and 10,000 units by the Chairman (see Note 6).



The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the offering, although substantially all of the net
proceeds of the offering are intended to be generally applied toward effecting a Business Combination. The Company’s efforts
in identifying prospective target businesses will not be limited to a particular industry or geographic region for purposes of
consummating its initial Business Combination. While the Company may pursue an acquisition opportunity in any business industry
or sector, the Company intends to focus on industries or sectors that complement the Company’s management team’s background,
such as the consumer sector, and in particular the restaurant industry in the United States and globally.



Results of Operations



For the quarter ended March 31, 2012 we
had a net loss of $88,317 and incurred costs of approximately $4,426,000 with regard to our initial public offering. For the period
from September 19, 2011 (date of inception) to March 31, 2012 we had a net loss of $123,327 and incurred costs of approximately
$4,686,000 with regard to our initial public offering. We believe that we have sufficient funds available to complete our efforts
to effect an initial Business Combination with an operating business within the required 21 months from February 29, 2012.



Liquidity and Capital Resources



On February 29, 2012, we consummated our
Public Offering of 7,500,000 units at a price of $10 per unit, the private sale of 4,166,667 warrants (the “Sponsor Warrants”)
to ROI Acquisition Holdings, LP (our “Sponsor”) for $3,125,000, and the private sale of 10,000 units to the Chairman
for $100,000. We received net proceeds from our Public Offering and the sale of the Sponsor Warrants and Chairman units of approximately
$73.5 million, net of the non-deferred portion of the underwriting commissions of $4.2 million and had offering costs and other
expenses of approximately $500,000. For a further description of the proceeds generated in our Public Offering and a discussion
of the use of such proceeds, we refer you to Note 5 of the unaudited interim financial statements included in Part I, Item 1 and
Part II, Item 2 of this report. As of March 31, 2012, we had cash of $642,807. Until the consummation of our Public Offering, our
only source of liquidity were loans made to us by our Sponsor. These loans were repaid out of the proceeds of the Public Offering.



13







Off-balance sheet financing arrangements



We have no obligations, assets or liabilities
which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with
unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements.



Contractual obligations



We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities other than a monthly fee of $10,000 payable to Clinton
Group, Inc., an affiliate of our Sponsor, for office space, administrative services and secretarial support.



Services commenced on February 24, 2012,
the date the securities were first listed on the Nasdaq, and will terminate upon the earlier of the consummation by the Company
of an initial Business Combination or the liquidation of the Company.



Critical Accounting Policies



Estimates



The preparation of interim financial statements
and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim financial statements,
and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified
the following as our critical accounting policies:



Loss per common share:



Loss per share is computed by dividing net
loss applicable to common stockholders by the weighted average number of common shares outstanding for the period.



Recent accounting pronouncements:



Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s interim
financial statements.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



We were incorporated in Delaware on September
19, 2011 for the purpose of effecting a Business Combination. We were considered in the development stage at March 31, 2012 and
had not yet commenced any operations. As of March 31, 2012, the Company held a US Treasury Bill of approximately $75,095,000 which
was subject to market risk.



ITEM 4. CONTROLS AND PROCEDURES



Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under
the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.



14







As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of March 31, 2012. Based upon their evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15
(e) under the Exchange Act) were effective.



During the most recently completed fiscal
quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



PART II — OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None.



ITEM 1A. RISK FACTORS



Factors that could cause our actual results
to differ materially from those in this report are any of the risks described in our prospectus dated February 24, 2012 filed with
the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial
condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business
or results of operations.



As of the date of this Report, there have
been no material changes to the risk factors disclosed in our prospectus dated February 24, 2012 filed with the SEC, except we
may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS



The Sponsor has purchased, in a private
placement, 4,166,667 warrants prior to the offering at a price of $0.75 per warrant (for an aggregate purchase price of $3,125,000)
from the Company.



Thomas J. Baldwin, the Company’s Chairman,
has purchased an aggregate of 10,000 units (“Private Placement Units”) at a price of $10.00 per unit, each unit consisting
of one share of common stock and one warrant exercisable to purchase one share of common stock, in a private placement that closed
simultaneously with the consummation of the offering. Mr. Baldwin has agreed to waive his redemption rights with respect to the
private placement units in connection with the consummation of the Company’s initial Business Combination.



On October 6, 2011, the Sponsor purchased
2,156,250 shares of common stock shares (“Founder Shares”) for an aggregate amount of $25,000, or approximately $0.01
per share.



For a further description of these transactions,
we refer you to Note 6 and Note 7 of the unaudited interim financial statements included in Part I, Item 1 of this report.



Use of Proceeds from the Initial Public Offering



On February 29, 2012, we consummated our
Public Offering of 7,500,000 units, with each unit consisting of one share of our common stock and one warrant to purchase one
share of our common stock at an exercise price of $12.00 per share. The warrants will become exercisable on the later of (i) 30
days after the completion of the initial Business Combination and (ii) 12 months from the closing of the Public Offering. The warrants
expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Once the
warrants become exercisable, the warrants will be redeemable in whole and not in part at a price of $0.01 per warrant upon a minimum
of 30 days’ notice if, and only if, the last sale price of our common stock equals or exceeds $18.00 per share for any 20
trading days within a 30 trading day period ending on the third business day before we send the notice of redemption. The units
in the Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $75,000,000. Deutsche
Bank Securities acted as sole book-running manager of the Public Offering (the “Underwriters”). We also registered
an option to the Underwriters to purchase an aggregate of 1,125,000 units to cover over-allotment, if any. The Underwriters notified
the Company that they will not exercise the over-allotment option in full or in part. The securities sold in the Public Offering
were registered under the Securities Act on a registration statement on Form S-1 (No. 333- 173687). The SEC declared the registration
statement effective on February 24, 2012.



15







We paid a total of $1,875,000 in underwriting
discounts and commissions and approximately $500,000 for other costs and expenses related to the offering. In addition, the Underwriters
agreed to defer $2.25 million in underwriting discounts and commissions, which amount will be payable upon consummation of our
initial Business Combination, if consummated. We also repaid notes outstanding to our Sponsor (an entity controlled by George Hall,
our Chief Investment Officer) from the proceeds of the Public Offering.



After deducting the underwriting discounts
and commissions (excluding the deferred portion of $2.25 million in underwriting discounts and commissions, which amount will be
payable upon consummation of our initial Business Combination if consummated) and the offering expenses, the total net proceeds
from our Public Offering and the private placement of Sponsor Warrants was approximately $75.8 million of which $75.1 million (or
approximately $10.00 per unit sold in the Public Offering) was placed in a trust account. The proceeds held in the trust account
may be invested by the trustee only in cash or U.S. government treasury bills with a maturity of 180 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. REMOVED AND RESERVED



ITEM 5. OTHER INFORMATION



None.



16







ITEM 6. EXHIBITS



The following exhibits are filed as part
of, or incorporated by reference into, this Quarterly Report on Form 10-Q.



|Exhibit Number |  | Description                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                              
|31.1*          |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|31.2*          |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|32.1*          |  | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|32.2*          |  | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.



| | * | Filed herewith.
| | - | ---------------



17







SIGNATURES



In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    | ROI ACQUISITION CORP.  
|------------------- | -----------------------
|                    |                        
|Dated: May 15, 2012 | /s/ Thomas J. Baldwin  
|                    | Thomas J. Baldwin      
|                    | Chief Executive Officer



18