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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-33803
 GLOBAL CONSUMER ACQUISITION CORP.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-0469120(State of incorporation)
    
    (I.R.S. Employer Identification No.)1370 Avenue of the Americas, 28thFloorNew York, New York
    
    10019(Address of principal executive offices)
    
    (Zip code)
 Registrants telephone number, including area code:
(212) 445-7800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class:
    
    Name of each exchange on which registered:Common Stock, $0.0001 Par Value Per Share
    
    NYSE Alternext USWarrants to Purchase Common Stock
    
    NYSE Alternext USUnits, each consisting of one share of 
Common Stock and one Warrant
    
    NYSE Alternext US
 Securities registered pursuant to Section 12(g) of the Act:
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 þ o
  DOCUMENTS INCORPORATED BY REFERENCE




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    16Item 1B. Unresolved Staff Comments
    
    
    41Item 2. Properties
    
    
    41Item 3. Legal Proceedings
    
    
    41Item 4. Submission of Matters to a Vote of Security Holders
    
    
    41PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    41Item 6. Selected Financial Data
    
    
    43Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    44Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    47Item 8. Financial Statements and Supplementary Data
    
    
    47Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    47Item 9A. Controls and Procedures
    
    
    47Item 9B. Other Information
    
    
    48PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    48Item 11. Executive Compensation
    
    
    48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    48Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    49Item 14. Principal Accountant Fees and Services
    
    
    49PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    49Signatures
    
    
    52Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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Forward-Looking Statements
 This report, and the information incorporated by reference in it, include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Our forward-looking statements include, but are not limited to, statements regarding our
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words
anticipates, believe, continue, could, estimate, expect, intend, may, might,
plan, possible, potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this report may include, for
example, statements about our:
 
    
    ability to complete a combination with one or more target businesses;
    
    success in retaining or recruiting, or changes required in, our management or directors following a
business combination;
    
    potential inability to obtain additional financing to complete a business combination;
    
    limited pool of prospective target businesses;
    
    potential change in control if we acquire one or more target businesses for stock;
    
    public securities limited liquidity and trading;
    
    failure to list or the delisting of our securities from the NYSE Alternext US or an inability to
have our securities listed on the NYSE Alternext US following a business combination;
    
    use of proceeds not in trust or available to us from interest income on the trust account balance; or
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
 References in this report to we, us or our company refer to Global Consumer
Acquisition Corp. References to public stockholders refer to purchasers of our securities by
persons other than our founders in, or subsequent to, our initial public offering.
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PART I
 
 Item 1. Business
 Introduction
   Management and Board Expertise
   Jason N. Ader
  4




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Andrew Nelson
 Richard A.C. Coles
 Michael B. Frankel
 Mark Schulhof
  Assistance from Hayground Cove Employees
  Marc Soloway
 Jennifer Albrecht
  5




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Mira Cho
 Evan Wax
 Laura Conover
 Todd Brockett
 Effecting a Business Combination
 General
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Sources of target acquisition
  Selection of a target acquisition and structuring of a business combination
   
    
    earnings and growth potential;
    
    experience and skill of management and availability of additional personnel;
    
    capital requirements;
    
    competitive position;
    
    financial condition and results of operation;
    
    barriers to entry into the industry of our acquisition target;
    
    stage of development of the products, processes or services;
    
    breadth of services offered;
    
    degree of current or potential market acceptance of the services;
    
    regulatory environment of the industry; and
    
    costs associated with effecting the business combination.
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Fair market value of target acquisition
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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 products, processes or services.
  Limited ability to evaluate the target business management
   Opportunity for stockholder approval of business combination
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Conversion rights
     10




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Liquidation if no business combination
 
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Conflicts of Interest
         13




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
    
    the corporation could financially undertake the opportunity;
    
    the opportunity is within the corporations line of business; and
    
    it would not be fair to the corporation and its stockholders for the
opportunity not to be brought to the attention of the corporation.
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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 completion of a
transaction;
    
    our obligation to convert into cash shares of common stock held by our
public stockholders in certain instances may reduce the resources
available to us for a business combination;
    
    the requirement to acquire assets or an operating business that has a
fair market value equal to at least 80% of the amount held in trust
(net of taxes and excluding the amount held in the trust account
representing a portion of the underwriters discount) at the time of
the acquisition could require us to acquire several assets 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; and
    
    our outstanding warrants, our founder shares and the potential future
dilution they represent, may not be viewed favorably by certain target
businesses.
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Employees
  
 Item 1A. Risk Factors
 Risks Related to the Company
 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 objective.
  We will liquidate if we do not consummate a business combination.
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We cannot assure you that other provisions of our Amended and Restated Certificate of Incorporation
will not be amended other than the time period during which we must consummate a business
combination.
  You will not have any rights or interest in funds from the trust account, except under certain
limited circumstances.
  If we are forced to liquidate before the completion of a business combination and distribute the
trust account, our public stockholders may receive significantly less than $9.83 per share and our
warrants will expire worthless.
  If we are unable to consummate a business combination, our public stockholders will be forced to
wait until after November 27, 2009 before receiving liquidation distributions.
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We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant
holders.
  Although we are required to use our commercially reasonable efforts to have an effective
registration statement covering the issuance of the shares of common stock underlying the warrants
at the time that our warrant holders exercise their warrants, we cannot guarantee that a
registration statement will be effective, in which case our warrant holders may not be able to
exercise our warrants and therefore the warrants could expire worthless.
  Unlike most other blank check offerings, we allow up to approximately 29.99% 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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Unlike most other blank check offerings, we allow up to approximately 29.99% of our public
stockholders to exercise their conversion rights. The ability of a larger number of our
stockholders to exercise their conversion rights may not allow us to consummate the most desirable
business combination or optimize our capital structure.
  Our stockholders may be held liable for claims against us by third parties to the extent of
distributions received by them.
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Our placing of funds in trust may not protect those funds from third-party claims against us.
    In certain circumstances, our board of directors may be viewed as having breached their fiduciary
duties to our creditors, thereby exposing itself and our company to claims of punitive damages.
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If the net proceeds of our initial public offering not being placed in trust together with interest
earned on the trust account available to us are insufficient to allow us to operate until November
27, 2009, we may not be able to complete a business combination.
  Our current officers and directors may resign upon consummation of a business combination.
  Negotiated retention of officers and directors after a business combination may create a conflict
of interest.
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There may be tax consequences associated with our acquisition, holding and disposition of target
companies and assets.
  Because any target business with which we attempt to complete a business combination will be
required to provide our stockholders with financial statements prepared in accordance with or
reconciled to U.S. generally accepted accounting principles, the pool of prospective target
businesses may be limited.
  Because of our limited resources and the significant competition for business combination
opportunities, including numerous companies with a business plan similar to ours, it may be more
difficult for us to complete a business combination.
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You will not be entitled to protections normally afforded to investors of blank check companies.
  Since we have not yet selected any target acquisition with which to complete a business
combination, we are unable to currently ascertain the merits or risks of the business operations
and investors will be relying on managements ability to source business transactions.
  We may issue shares of common stock to complete 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 our stockholders;
    
    may subordinate the rights of holders of common stock if preferred
stock is issued with rights senior to those afforded to the holders of
our common stock;
    
    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 will also result in the resignation or removal of
our present officers and directors; and
    
    may adversely affect prevailing market prices for our common stock.
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We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination, which may adversely affect our leverage and financial condition.
  
    
    default and foreclosure on our assets if our operating cash flow after
a business combination were insufficient to pay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we
have made all principal and interest payments when due, if the debt
security contained covenants that required the maintenance of certain
financial ratios or reserves and any such covenant were breached
without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any,
if the debt security was payable on demand;
    
    covenants that limit our ability to pay dividends on our common stock,
to acquire capital assets or make additional acquisitions; 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.
 In the event we seek to acquire businesses located in foreign jurisdictions, we could experience
delays and increased costs due to cultural, legal and administrative differences with respect to
the acquisition process, including due diligence, negotiating and closing the transaction.
  Foreign, cultural, political and financial market conditions could impair our international
operations and financial performance.
  
    
    new restrictions on access to markets;
    
    lack of developed infrastructure;
    
    inflation;
    
    fluctuations in the value of currencies;
    
    changes in and the burdens and costs of compliance with a variety of foreign laws and
regulations, including tax laws, accounting standards, environmental laws and occupational
health and safety laws;
    
    political and economic instability;
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
    
    increases in duties and taxation;
    
    restrictions on transfer of funds;
    
    restrictions on foreign ownership of property and/or expropriation of foreign-owned assets; and
    
    other adverse changes in policies, including monetary (including, without limitation, local
interest rates), tax and/or lending policies, encouraging foreign investment or foreign trade
by our host countries.
  If we effect a business combination with a company located outside of the United States, we would
be subject to a variety of additional risks that may negatively impact our business operations and
financial results.
  
    
    rules and regulations or currency conversion or corporate withholding taxes on individuals;
    
    tariffs and trade barriers;
    
    regulations related to customs and import/export matters;
    
    longer payment cycles;
    
    tax issues, such as tax law changes and variations in tax laws as compared to the United States;
    
    currency fluctuations;
    
    challenges in collecting accounts receivable;
    
    cultural and language differences; and
    
    employment regulations.
  If we effect a business combination with a company located outside of the United States, the laws
applicable to such company will likely govern all of our material agreements and we may not be able
to enforce our legal rights.
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Our business combination may take the form of an acquisition of less than a 100% ownership
interest, which could adversely affect our decision-making authority and result in disputes between
us and third party minority owners.
  Our ability to successfully effect a business combination and to be successful thereafter will be
totally dependent upon the efforts of our key personnel, including our officers, directors and
others who may not continue with us following a business combination.
  We will have only limited ability to evaluate the management of the target business.
  Our officers and directors will allocate some portion of their time to other businesses thereby
causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to consummate a business
combination.
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Our sponsor, officers and directors currently are, and may in the future become affiliated with
additional entities that are, engaged in business activities similar to those intended to be
conducted by us and, accordingly, may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.
  Holders of our founder shares currently own shares of our common stock which will not participate
in the liquidation of the trust account and a conflict of interest may arise in determining whether
a particular target acquisition is appropriate for a business combination.
  The requirement that we complete a business combination by November 27, 2009 may give potential
target businesses leverage over us in negotiating a business combination.
  The requirement that we complete a business combination by November 27, 2009 may motivate our
sponsor to approve a business combination during that time period so that they may get their
out-of-pocket expenses reimbursed.
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Certain of our officers or directors, or their affiliates, have never been associated with a blank
check company and such lack of experience could adversely affect our ability to consummate a
business combination.
  Other than with respect to the business combination, our officers, directors, security holders and
their respective affiliates may have a pecuniary interest in certain transactions in which we are
involved, and may also compete with us.
  If our common stock becomes subject to the SECs penny stock rules, broker-dealers may experience
difficulty in completing customer transactions and trading activity in our securities may be
adversely affected.
   
    
    make a special written suitability determination for the purchaser;
    
    receive the purchasers written agreement to the transaction prior to sale;
    
    provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in penny stocks and which
describe the market for these penny stocks as well as a purchasers
legal remedies; and
    
    obtain a signed and dated acknowledgment from the purchaser demonstrating
that the purchaser has actually received the required risk disclosure
document before a transaction in a penny stock can be completed.
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Initially, we may only be able to complete one business combination, which will cause us to be
solely dependent on a single asset or property.
  
    
    solely dependent upon the performance of a single business; or
    
    dependent upon the development or market acceptance of a single or
limited number of products, processes or services.
  Because of our limited resources and the significant competition for business combination
opportunities, we may not be able to consummate an attractive business combination.
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We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.
  Our founding stockholders control a substantial interest in us and thus may influence certain
actions requiring a stockholder vote.
  If we redeem our public warrants, the insider warrants, which are non-redeemable as long as the
insider warrant holders or their permitted transferees hold them, could provide the insider warrant
holders with the ability to realize a larger gain than the public warrant holders.
  
    
    in whole and not in part;
    
    at a price of $.01 per warrant;
    
    upon not less than 30 days prior written notice of redemption to each warrant holder;
    
    if, and only if, the last sale price of the common stock equals or exceeds $14.25 per
share, for any 20 trading days within a 30 trading day period ending on the third
business day prior to the notice of redemption to warrant holders.
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Our outstanding warrants may have an adverse effect on the market price of common stock and make it
more difficult to effect a business combination.
  A market for our securities may not develop, which would adversely affect the liquidity and price
of our securities.
  If the holders of our founder shares exercise their registration rights, it may have an adverse
effect on the market price of our common stock, and the existence of the registration rights may
make it more difficult to effect a business combination.
  If we are deemed to be an investment company under the Investment Company Act of 1940, we
may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete a business combination, or we may be
required to incur additional expenses if we are unable to liquidate after the expiration of the
allotted time periods.
  
    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities.
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
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy, compliance policies and
procedures and disclosure requirements and other rules and
regulations.
   Uncertainties in managements assessment of a target business could cause us not to realize the
benefits anticipated to result from an acquisition.
  The potential loss of key customers, management and employees of a target business could cause us
not to realize the benefits anticipated to result from an acquisition.
  The lack of synergy from an acquisition could cause us not to realize the benefits anticipated to
result from an acquisition.
  We may not obtain an opinion from an unaffiliated third party as to the fair market value of
the target acquisition or that the price we are paying for the business is fair to our
stockholders.
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The NYSE Alternext US may delist our securities from quotation on its exchange which could limit
investors ability to make transactions in our securities and subject us to additional trading
restrictions.
     
    
    a limited availability of market quotations for our securities;
    
    a determination that our common stock is a penny stock, which would require brokers trading in
our common stock to adhere to more stringent rules and possibly result in a reduced level of
trading activity in the secondary trading market for our common stock;
    
    a more limited amount of news and analyst coverage for our company;
    
    a decreased ability to issue additional securities or obtain additional financing in the future; and
    
    a decreased ability of our security holders to sell their securities in certain states.
  Provisions in our charter documents and Delaware law may inhibit a takeover of us, which could
limit the price investors might be willing to pay in the future for our common stock and could
entrench management.
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Limitations on a target business ability to protect its intellectual property rights, including
its trade secrets, could cause a loss in revenue and any competitive advantage.
  We may be subject to litigation if another party claims that we have infringed upon its
intellectual property rights.
  The high cost or unavailability of materials, equipment, supplies and personnel could adversely
affect our ability to execute our operations on a timely basis.
 
  Compliance with governmental regulations and changes in laws and regulations and risks from
investigations and legal proceedings could be costly and could adversely affect operating results.
  Uninsured claims and litigation could adversely impact our operating results.
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We may re-incorporate in another jurisdiction in connection with a business combination, and the
laws of such jurisdiction will likely govern all of our material agreements and we may not be able
to enforce our legal rights.
  Current difficult conditions in the global financial markets and the economy generally may
materially adversely affect our ability to consummate a business combination.
  Risks Related to Target Industries
 Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.
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We must successfully anticipate changing consumer preferences and buying trends and manage our
product line and inventory commensurate with customer demand.
   Our business depends, in part, on factors affecting consumer spending that are out of our control.
  Our operations may be dependent upon third-party suppliers whose failure to perform adequately
could disrupt our business operations.
  Our operating results can be adversely affected by changes in the cost or availability of raw
materials and energy.
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We may be subject to several production-related risks which could jeopardize our ability to realize
anticipated sales and profits.
  
    
    labor difficulties;
    
    scheduling and transportation difficulties;
    
    management dislocation;
    
    substandard product quality, which can result in higher warranty,
product liability and product recall costs;
    
    delays in development of quality new products;
    
    changes in laws and regulations, including changes in tax rates,
accounting standards, and environmental and occupational laws;
    
    health and safety laws; and
    
    changes in the availability and costs of labor.
   Competition in our industries may hinder our ability to execute our business strategy, achieve
profitability, or maintain relationships with future customers.
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
    
    maintain strict quality standards;
    
    deliver products on a reliable basis at competitive prices;
    
    anticipate and quickly respond to changing consumer demands better than our competitors;
    
    maintain favorable brand recognition and achieve customer perception of value;
    
    effectively market and competitively price our products and services to consumers in
several diverse market segments and price levels; and
    
    develop innovative, high-quality products in designs and styles that appeal to
consumers of varying groups, tastes and price level preferences, and in ways that
favorably distinguish us from our competitors.
  If we fail to develop new or expand any existing customer relationships, our ability to grow our
business may be impaired.
  If we cannot develop new products in a timely manner, and at favorable margins, we may not be able
to compete effectively.
  Our results could be adversely affected if the cost of compliance with environmental, health and
safety laws and regulations becomes too burdensome.
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We may incur significant costs in order to comply with environmental remediation obligations.
  Changes in the retail industry and markets for consumer products affecting our customers or
retailing practices could negatively impact any existing customer relationships and our results of
operations.
    Our business could involve the potential for product recalls, product liability and other claims
against us, which could affect our earnings and financial condition.
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We may not have the resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses.
  
    
    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 products, processes or services.
  We may have limited ability to evaluate the target business management.
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Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 th
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
   Units
    
    
    Common Stock
    
    
    WarrantsQuarter Ended
    
    High
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    Low2007Fourth Quarter (from November 27, 2007)
    
    $
    10.10
    
    
    $
    9.75
    
    
    $
    9.05
    
    
    $
    9.05
    
    
    $
    0.90
    
    
    $
    0.902008First Quarter
    
    $
    10.00
    
    
    $
    9.66
    
    
    $
    9.20
    
    
    $
    9.00
    
    
    $
    0.92
    
    
    $
    0.71Second Quarter
    
    $
    10.53
    
    
    $
    9.67
    
    
    $
    9.30
    
    
    $
    9.03
    
    
    $
    1.04
    
    
    $
    0.57Third Quarter
    
    $
    10.00
    
    
    $
    9.30
    
    
    $
    9.49
    
    
    $
    9.22
    
    
    $
    0.90
    
    
    $
    0.25Fourth Quarter
    
    $
    9.24
    
    
    $
    8.49
    
    
    $
    9.18
    
    
    $
    8.40
    
    
    $
    0.30
    
    
    $
    0.05
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Performance Graph
  
 Holders of Common Equity
  Dividends
  Recent Sales of Unregistered Securities
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Securities Authorized for Issuance Under Equity Compensation Plans
  Use of Proceeds from our Initial Public Offering
    
 Item 6. Selected Financial Data
  As of December 31,2008
    
    
    2007Balance Sheet Data:Total assets
    
    $
    318,395,203
    
    
    $
    315,466,234Total liabilities
    
    
    10,266,712
    
    
    
    10,410,149Value of
common stock which may be redeemed for cash ($9.91 per share)
    
    
    94,983,921
    
    
    
    94,538,357Stockholders equity
    
    
    213,144,570
    
    
    
    210,517,728
  43




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis in conjunction with our combined and
consolidated financial statements and related notes thereto included in or incorporated into
Part II, Item 8 of this Annual Report on Form 10-K and the Risk Factors included in Part I, Item 1A
of this Annual Report on Form 10-K , as well as other cautionary statements and risks described
elsewhere in this Annual Report on Form 10-K . The information in this section contains
forward-looking statements. Our actual results may differ significantly from the results suggested
by these forward-looking statements and our historical results. Some factors that may cause our
results to differ are described in Risk Factors under Part I, Item 1A of this Annual Report on
Form 10-K. We wish to caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date made.
 Overview
  Off-Balance Sheet Arrangements
   Contractual Obligations, Commitments and Contingencies
  Results of Operations for the Fiscal Year Ended December 31, 2008
  Settlement Agreement with our Former Chief Executive Officer
   44




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##### Table of Contents



Liquidity and Capital Resources
       
    
    legal, accounting and other expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination,
including without limitation third-party fees for assisting us in
performing due diligence investigations of prospective target
businesses;
    
    legal and accounting fees relating to our SEC reporting obligations
(including the proxy statement in connection with a business
combination);
    
    expenses and fees relating to our services agreement with our sponsor
and certain general and administrative services; and
    
    general working capital that will be used for miscellaneous expenses,
including reimbursement of any out-of-pocket expenses incurred by our
founding stockholders, directors and officers in connection with
activities on our behalf, director and officer liability and other
insurance premiums and, if we must dissolve and liquidate, further
expenditures for dissolution and liquidation costs.
  45




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##### Table of Contents



Critical Accounting Policies and Estimates
  Accounting and Reporting by Development Stage Enterprises
 Accounting and
Reporting by Development Stage Enterprises.
 Income (loss) Per Common Share
    Fair value of financial instruments
  Income Taxes
 Accounting for Income Taxes,
  46




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##### Table of Contents



Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes
 Classification and Measurement of Redeemable Securities
 Classification and Measurement of Redeemable
Securities
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   47




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
      Changes in Internal Controls over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
   48




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Indepencence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) The following documents are filed as a part of this report:
 1. Financial Statements:
  2. Financial Statement Schedule(s):
  3. Exhibits:
  Exhibit No.
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current
Report on Form 8-K, File No. 001-33803, filed by the Company
with the Securities and Exchange Commission on December 4,
2007)3.2
    
    
    By-laws (incorporated by reference to Exhibit 3.3 to Form S-1,
File No. 333-144799, filed by the Company with the Securities
and Exchange Commission on July 24, 2007)4.1
    
    
    Specimen Unit Certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 1 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)4.2
    
    
    Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.2 to Amendment No. 1 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)4.3
    
    
    Specimen Warrant Certificate (incorporated by reference to
Exhibit 4.3 to Amendment No. 3 to the
Form S-1, File No.
333-144799, filed by the Company with the Securities and
Exchange Commission on October 25, 2007)
  49




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##### Table of Contents



Exhibit No.
    
    Description4.4
    
    
    Warrant Agreement, dated as of November 27, 2007, between the
Company and Continental Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K, File No. 001-33803, filed by the Company
with the Securities and Exchange Commission on December 4,
2007)4.5
    
    
    Registration Rights Agreement, dated as of November 27, 2007,
among the Company and the Founding Stockholders (incorporated
by reference to Exhibit 4.5 to the Quarterly Report on Form
10-Q, File No. 001-33704, filed by the Company with the
Securities and Exchange Commission on December 27, 2007)10.1
    
    
    Form of Letter Agreement between the Company and each of the
Founding Stockholders of the Company (incorporated by
reference to Exhibit 10.9 to Amendment No. 3 to the Form S-1,
File No. 333-144799, filed by the Company with the Securities
and Exchange Commission on October 25, 2007)10.2
    
    
    Letter Agreement, dated November 20, 2007, by and between the
Company and Hayground Cove Asset Management LLC (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q, File No. 001-33704, filed by the Company with the
Securities and Exchange Commission on December 27, 2007)10.3
    
    
    Investment Management Trust Agreement, dated as of November
27, 2007, by and between the Company and Continental Stock
Transfer & Trust Company (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K, File No. 001-33803,
filed by the Company with the Securities and ExchangeCommission on December 4, 2007)10.4
    
    
    Warrant Subscription Agreement, dated August 1, 2007, by and
between the Company and Scott LaPorta (incorporated by
reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1,
File No. 333-144799, filed by the Company with the Securities
and Exchange Commission on September 6, 2007)10.5
    
    
    Warrant Subscription Agreement, dated July 19, 2007, by and
between the Company and Hayground Cove Asset Management LLC
(incorporated by reference to Exhibit 10.4 to Form S-1, File
No. 333-144799, filed by the Company with the Securities and
Exchange Commission on July 24, 2007)10.6
    
    
    Amendment No. 1 to the Warrant Subscription Agreement, dated
August 1, 2007, by and between the Company and Hayground Cove
Asset Management LLC (incorporated by reference to Exhibit
10.6 to Amendment No. 1 to the Form S-1, File No. 333-144799,
filed by the Company with the Securities and Exchange
Commission on September 6, 2007)10.7
    
    
    Amendment No. 2 to the Warrant Subscription Agreement, dated
October 18, 2007, by and between the Company and Hayground
Cove Asset Management LLC (incorporated by reference to
Exhibit 10.13 to Amendment No. 3 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and
Exchange Commission on October 25, 2007)10.8
    
    
    Form of Founders Shares Subscription Agreement (incorporated
by reference to Exhibit 10.1 to Form S-1, File No. 333-144799,
filed by the Company with the Securities and Exchange
Commission on July 24, 2007)10.9
    
    
    Promissory Note, dated August 31, 2007, issued to Hayground
Cove Asset Management LLC (incorporated by reference to
Exhibit 10.11 to Amendment No. 1 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)10.10
    
    
    Form of Indemnification Agreement between the Company and each
of the directors and officers of the Company (incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to the Form S-1,
File No. 333-144799, filed by the Company with the Securities
and Exchange Commission on September 6, 2007)
  50




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Exhibit No.
    
    Description10.11
    
    
    Form of Director Agreement between the Company and each of the
directors of the Company (incorporated by reference to Exhibit
10.12 to Current Report on Form 8-K, File No. 001-33803, filed
by the Company with the Securities and Exchange Commission on
December 29, 2008)10.12
    
    
    Settlement Agreement and General Release, dated December 23,
2008, between the Company and Scott LaPorta (incorporated by
reference to Exhibit 10.13 to Current Report on Form 8-K, File
No. 001-33803, filed by the Company with the Securities and
Exchange Commission on December 29, 2008)10.13
    
    
    Director Resignation Agreement, dated December 23, 2008,
between the Company, Robert M. Foresman, Carl H. Hahn, Philip
A. Marineau and Steven Westly (incorporated by reference to
Exhibit 10.14 to Current Report on Form 8-K, File No.
001-33803, filed by the Company with the Securities and
Exchange Commission on December 29, 2008)14.1
    
    
    Code of Ethics (incorporated by reference to Exhibit 99.3 to
Amendment No. 1 to the Form S-1, File No. 333-144799, filed by
the Company with the Securities and Exchange Commission on
September 6, 2007)31.1
    *
    
    Certification of Periodic Report by the Chief Executive
Officer pursuant to Rule 13(a)-14(a) of the Securities
Exchange Act of 193431.2
    *
    
    Certification of Periodic Report by the Chief Financial
Officer pursuant to Rule 13(a)-14(a) of the Securities
Exchange Act of 193432.1
    *
    
    Certification of Periodic Report by the Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
200232.2
    *
    
    Certification of Periodic Report by the Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
200299.1
    
    
    Audit Committee Charter (incorporated by reference to Exhibit
99.1 to Amendment No. 1 to the Form S-1, File No. 333-144799,
filed by the Company with the Securities and Exchange
Commission on September 6, 2007)
 *
    
    Filed herewith (c) Financial Statement Schedules
   51




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SIGNATURES
  GLOBAL CONSUMER ACQUISITION CORP.By:
    /s/  Jason N. AderName:
    Jason N. AderTitle:
    Chief Executive Officer  Signature
    
    Title/s/ Jason N. Ader

Jason N. Ader
    
    Chairman and Chief Executive Officer/s/ Andrew Nelson

Andrew Nelson
    
    Chief Financial Officer and Director/s/ Richard A.C. Coles

Richard A.C. Coles
    
    Director/s/ Michael B. Frankel

Michael B. Frankel
    
    Director/s/ Mark Schulhof

Mark Schulhof
    
    Director
  52




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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 FINANCIAL STATEMENTS
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2008
 INDEX
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    1BALANCE SHEETS
    
    
    3STATEMENTS OF OPERATIONS
    
    
    4STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    5STATEMENTS OF CASH FLOWS
    
    
    6NOTES TO FINANCIAL STATEMENTS
    
    
    7




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Report of Independent Registered Public Accounting Firm
     1




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##### Table of Contents



/s/ Hays & Company LLP

Hays & Company LLPNew York, New York
   2




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##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 BALANCE SHEETS
 December 31, 2008
    
    
    December 31, 2007AssetsCash and cash equivalents
    
    $
    1,445,882
    
    
    $
    81,163Investments held in trust
    
    
    316,692,141
    
    
    
    315,127,891Prepaid expenses
    
    
    257,180
    
    
    
    257,180$
    318,395,203
    
    
    $
    315,466,234Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    682,057
    
    
    $
    326,719Accrued offering costs
    
    
    
    
    
    
    498,775Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,65510,266,712
    
    
    
    10,410,149Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,983,921
    
    
    
    94,538,357Commitments and contingenciesStockholders EquityPreferred stock, $0.0001 par value;
1,000,000 shares authorized; None
issued or outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value;
100,000,000 shares authorized;
39,936,063 issued and outstanding
    
    
    3,036
    
    
    
    3,036Additional paid-in capital
    
    
    214,082,720
    
    
    
    209,903,332Retained earnings (deficit) accumulated
during the development stage
    
    
    (941,186
    )
    
    
    611,360213,144,570
    
    
    
    210,517,728$
    318,395,203
    
    
    $
    315,466,234
   3




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##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 STATEMENTS OF OPERATIONS
 Period from
    
    
    Period fromJune 28, 2007
    
    
    June 28, 2007Year ended
    
    
    (inception) to
    
    
    (inception) toDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    2,619,043
    
    
    
    73,606
    
    
    
    2,692,649Stock based compensation
    
    
    4,624,952
    
    
    
    284,014
    
    
    
    4,908,966Loss from operations
    
    
    (7,243,995
    )
    
    
    (357,620
    )
    
    
    (7,601,615
    )Interest income
    
    
    5,691,449
    
    
    
    968,980
    
    
    
    6,660,429Net (loss) income
    
    $
    (1,552,546
    )
    
    $
    611,360
    
    
    $
    (941,186
    )Earnings per shareNet (loss) income
    
    $
    (1,552,546
    )
    
    $
    611,360
    
    
    $
    (941,186
    )Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    
    (445,564
    )
    
    
    (321,208
    )
    
    
    (766,772
    )Net (loss) income attributable to common
stockholders
    
    $
    (1,998,110
    )
    
    $
    290,152
    
    
    $
    (1,707,958
    )Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    9,584,654Earnings per share common shares subject to possible
conversion
    
    $
    0.05
    
    
    $
    0.03Weighted average number of common shares
outstanding  basic
    
    
    39,936,063
    
    
    
    14,451,397Weighted average number of common shares
outstanding  diluted
    
    
    80,384,913
    
    
    
    54,900,247Basic (loss) earnings per common share
    
    $
    (0.05
    )
    
    $
    0.02Diluted earnings per common share
    
    
    
    
    
    $
    0.01
   4




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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2008
 Earnings (deficit)accumulatedduring theCommon Stock
    
    
    Additional
    
    
    developmentShares
    
    
    Amount
    
    
    paid-in capital
    
    
    stage
    
    
    TotalCommon shares issued at $0.001 per share
    
    
    8,625,000
    
    
    $
    863
    
    
    $
    7,762
    
    
    $
    
    
    
    $
    8,625Sale of 31,948,850 units, net of underwriters
commissions and offering expenses (includes
9,584,654 shares subject to possible conversion)
    
    
    31,948,850
    
    
    
    3,195
    
    
    
    295,649,528
    
    
    
    
    
    
    
    295,652,723Proceeds subject to possible conversion of 9,584,654
shares
    
    
    
    
    
    
    (958
    )
    
    
    (94,216,190
    )
    
    
    
    
    
    
    (94,217,148
    )Proceeds from issuance of private placement warrants
    
    
    
    
    
    
    
    
    
    
    8,500,000
    
    
    
    
    
    
    
    8,500,000Redemption of common shares at $0.001 per share
    
    
    (637,787
    )
    
    
    (64
    )
    
    
    (574
    )
    
    
    
    
    
    
    (638
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    284,014
    
    
    
    
    
    
    
    284,014Deferred interest on investments held in trust relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (321,208
    )
    
    
    
    
    
    
    (321,208
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    611,360
    
    
    
    611,360Balance at December 31, 2007
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    209,903,332
    
    
    $
    611,360
    
    
    $
    210,517,728Stock based compensation
    
    
    
    
    
    
    
    
    
    
    4,624,952
    
    
    
    
    
    
    
    4,624,952Deferred interest on investments held in trust relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (445,564
    )
    
    
    
    
    
    
    (445,564
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,552,546
    )
    
    
    (1,552,546
    )Balance at December 31, 2008
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    214,082,720
    
    
    $
    (941,186
    )
    
    $
    213,144,570
   5




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##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.  (A Development Stage Company)
 STATEMENTS OF CASH FLOWS
 Period from
    
    
    Period fromJune 28, 2007
    
    
    June 28, 2007Year ended
    
    
    (inception) to
    
    
    (inception) toDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Cash flow from operating activitiesNet (loss) income
    
    $
    (1,552,546
    )
    
    $
    611,360
    
    
    $
    (941,186
    )Adjustments to reconcile net (loss) income to net cash used
in operating activitiesStock based compensation
    
    
    4,624,952
    
    
    
    284,014
    
    
    
    4,908,966Interest earned on cash held in trust
    
    
    (5,664,250
    )
    
    
    (968,931
    )
    
    
    (6,633,181
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    
    
    
    
    (257,180
    )
    
    
    (257,180
    )Accrued expenses
    
    
    355,338
    
    
    
    326,719
    
    
    
    682,057Accrued offering costs
    
    
    (498,775
    )
    
    
    498,775
    
    
    
    Net cash (used in) provided by operating activities
    
    
    (2,735,281
    )
    
    
    494,757
    
    
    
    (2,240,524
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    4,100,000
    
    
    
    
    
    
    
    4,100,000Cash placed in trust account
    
    
    
    
    
    
    (314,158,960
    )
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    4,100,000
    
    
    
    (314,158,960
    )
    
    
    (310,058,960
    )Cash flow from financing activitiesProceeds from sales of shares of common stock to initial
stockholders, net
    
    
    
    
    
    
    7,987
    
    
    
    7,987Proceeds from sale of warrants in private placement
    
    
    
    
    
    
    8,500,000
    
    
    
    8,500,000Proceeds from initial public offering
    
    
    
    
    
    
    319,488,500
    
    
    
    319,488,500Payment of underwriters discount and offering costs
    
    
    
    
    
    
    (14,251,121
    )
    
    
    (14,251,121
    )Net cash provided by financing activities
    
    
    
    
    
    
    313,745,366
    
    
    
    313,745,366Net increase in cash
    
    
    1,364,719
    
    
    
    81,163
    
    
    
    1,445,882Cash, beginning of period
    
    
    81,163
    
    
    
    
    
    
    
    Cash, end of period
    
    $
    1,445,882
    
    
    $
    81,163
    
    
    $
    1,445,882Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    445,564
    
    
    $
    321,208
    
    
    $
    766,772Deferred underwriter commissions included in proceeds from
initial public offering
    
    $
    
    
    
    $
    9,584,655
    
    
    $
    9,584,655
   6




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##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2008
 1.
    
    ORGANIZATION AND BUSINESS OPERATIONS      7




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##### Table of Contents



2.
    
    SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents
   Stock based compensation
 Share-Based Payment
 Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
  8




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##### Table of Contents



Earnings per Share
 Earnings Per Share,
    Period from
    
    
    Period fromJune 28, 2007
    
    
    June 28, 2007Year ended
    
    
    (inception) to
    
    
    (inception) toDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Numerator:Net (loss) income available to common stockholders
    
    $
    (1,998,110
    )
    
    $
    290,152
    
    
    $
    (1,707,958
    )Denominator:Weighted-agerage common shares outstanding
    
    
    39,936,063
    
    
    
    14,451,397
    
    
    
    31,348,838Dilutive effect of warrants
    
    
    40,448,850
    
    
    
    40,448,850
    
    
    
    40,448,850Weighted-average comon shares outstanding, assuming
dilution
    
    
    80,384,913
    
    
    
    54,900,247
    
    
    
    71,797,688Net (loss) income per shareBasic
    
    $
    (0.05
    )
    
    $
    0.02
    
    
    $
    (0.05
    )Diluted
    
    
    
    
    
    $
    0.01
 Use of Estimates
  Recently Issued Accounting Pronouncements
 Business Combinations
  9




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##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities  An Amendment to FASB Statement No. 133
  3.
    
    INITIAL PUBLIC OFFERING    10




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4.
    
    RELATED PARTY TRANSACTIONS  Services Agreement
  Note Payable
   11




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##### Table of Contents



5.
    
    INCOME TAXES   2008
    
    
    2007Noncurrent net operating loss carryforwards
    
    $
    859,700
    
    
    $
    14,700Start-up costs
    
    
    98,100
    
    
    
    105,000Other noncurrent
    
    
    1,572,500
    
    
    
    96,600Total deferred tax assets
    
    
    2,530,300
    
    
    
    216,300Deferred tax asset valuation allowance
    
    
    (2,530,300
    )
    
    
    (216,300
    )Net deferred taxes
    
    $
    
    
    
    $
    
  6.
    
    STOCKHOLDERS EQUITY Preferred Stock
  Common Stock
    12




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Restricted Stock Units
  7.
    
    FAIR VALUE MEASUREMENTS    Financial Assets at Fair Value as of December 31, 2008
 Fair Value
    
    
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantDecember 31,
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investments held in trust
    
    $
    316,692,141
    
    
    $
    
    
    
    $
    316,692,141
    
    
    $
    Total
    
    $
    316,692,141
    
    
    $
    
    
    
    $
    316,692,141
    
    
    $
    
 Investments held in trust
   13




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8.
    
    COMMITMENTS AND CONTINGENCIES      14




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##### Table of Contents



Indemnifications
  9.
    
    SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)  Quarter EndedDecember 31, 2008
    
    
    September 30, 2008
    
    
    June 30, 2008
    
    
    March 31, 2008Year Ended December 31, 2008Operating Expenses
    
    $
    (3,998,364
    )
    
    $
    (1,176,160
    )
    
    $
    (1,150,529
    )
    
    $
    (918,942
    )Interest income
    
    
    431,067
    
    
    
    1,750,226
    
    
    
    1,481,237
    
    
    
    2,028,919Net (loss) income for the period
    
    $
    (3,567,297
    )
    
    $
    574,066
    
    
    $
    330,708
    
    
    $
    1,109,977Weighted average number of common
shares outstanding not subject to possible
redemption, basic
    
    
    39,936,063
    
    
    
    39,936,063
    
    
    
    39,936,063
    
    
    
    39,936,063Weighted average number of common
shares outstanding not subject to possible
redemption, diluted
    
    
    80,384,913
    
    
    
    80,384,913
    
    
    
    80,384,913
    
    
    
    80,384,913Net (loss) income per common share not
subject to possible redemption, basic
    
    $
    (0.09
    )
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.03Net income per common share not subject
to possible redemption, diluted
    
    
    
    
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.01
 June 28, 2007(inception) toDecember 31, 2007From Inception to December 31, 2007Operating Expenses
    
    $
    (357,620
    )Interest income
    
    
    968,980Net income (loss) for the period
    
    $
    611,360Weighted average number of common
shares outstanding not subject to possible
redemption, basic
    
    
    14,451,397Weighted average number of common
shares outstanding not subject to possible
redemption, diluted
    
    
    54,900,247Net income per common share not subject
to possible redemption, basic
    
    $
    0.04Net income per common share not subject
to possible redemption, diluted
    
    $
    0.01
  15




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
No.
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K, File No. 001-33803, filed by the
Company with the Securities and Exchange Commission on December 4, 2007)3.2
    
    
    By-laws (incorporated by reference to Exhibit 3.3 to Form S-1, File No.
333-144799, filed by the Company with the Securities and Exchange Commission on
July 24, 2007)4.1
    
    
    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment
No. 1 to the Form S-1, File No. 333-144799, filed by the Company with the
Securities and Exchange
Commission on September 6, 2007)4.2
    
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to
Amendment No. 1 to the Form S-1, File No. 333-144799, filed by the Company with
the Securities and Exchange Commission on September 6, 2007)4.3
    
    
    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to
Amendment No. 3 to the
Form S-1, File No. 333-144799, filed by the Company with
the Securities and Exchange Commission on October 25, 2007)4.4
    
    
    Warrant Agreement, dated as of November 27, 2007, between the Company and
Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K, File No. 001-33803, filed by the Company
with the Securities and Exchange Commission on December 4, 2007)4.5
    
    
    Registration Rights Agreement, dated as of November 27, 2007, among the Company
and the
Founding Stockholders (incorporated by reference to Exhibit 4.5 to the Quarterly
Report on Form 10-Q, File No. 001-33704, filed by the Company with the Securities
and Exchange Commission on December 27, 2007)10.1
    
    
    Form of Letter Agreement between the Company and each of the Founding Stockholders
of the Company (incorporated by reference to Exhibit 10.9 to Amendment No. 3 to
the Form S-1, File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on October 25, 2007)10.2
    
    
    Letter Agreement, dated November 20, 2007, by and between the Company and
Hayground Cove Asset Management LLC (incorporated by reference to Exhibit 10.2 to
the Quarterly Report on Form 10-Q, File No. 001-33704, filed by the Company with
the Securities and Exchange Commission on December 27, 2007)10.3
    
    
    Investment Management Trust Agreement, dated as of November 27, 2007, by and
between the Company and Continental Stock Transfer & Trust Company (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No.
001-33803, filed by the Company with the Securities and Exchange Commission on
December 4, 2007)10.4
    
    
    Warrant Subscription Agreement, dated August 1, 2007, by and between the Company
and Scott LaPorta (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to
the Form S-1, File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)10.5
    
    
    Warrant Subscription Agreement, dated July 19, 2007, by and between the Company and
Hayground Cove Asset Management LLC (incorporated by reference to Exhibit 10.4 to
Form S-1, File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on July 24, 2007)




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##### Table of Contents



Exhibit No.
    
    Description10.6
    
    
    Amendment No. 1 to the Warrant Subscription Agreement, dated August 1, 2007, by and between the
Company and Hayground Cove Asset Management LLC (incorporated by reference to Exhibit 10.6 to
Amendment No. 1 to the Form S-1, File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)10.7
    
    
    Amendment No. 2 to the Warrant Subscription Agreement, dated October 18, 2007, by and between the
Company and Hayground Cove Asset Management LLC (incorporated by reference to Exhibit 10.13 to
Amendment No. 3 to the Form S-1, File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on October 25, 2007)10.8
    
    
    Form of Founders Shares Subscription Agreement (incorporated by reference to Exhibit 10.1 to Form
S-1, File No. 333-144799, filed by the Company with the Securities and Exchange Commission on July
24, 2007)10.9
    
    
    Promissory Note, dated August 31, 2007, issued to Hayground Cove Asset Management LLC
(incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Form S-1, File No. 333-
144799, filed by the Company with the Securities and Exchange Commission on September 6, 2007)10.10
    
    
    Form of Indemnification Agreement between the Company and each of the directors and officers of
the Company (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Form S-1, File
No. 333-144799, filed by the Company with the Securities and Exchange Commission on September 6,
2007)10.11
    
    
    Form of Director Agreement between the Company and each of the directors of the Company
(incorporated by reference to Exhibit 10.12 to Current Report on Form 8-K, File No. 001-33803,
filed by the Company with the Securities and Exchange Commission on December 29, 2008)10.12
    
    
    Settlement Agreement and General Release, dated December 23, 2008, between the Company and Scott
LaPorta (incorporated by reference to Exhibit 10.13 to Current Report on Form 8-K, File No.
001-33803, filed by the Company with the Securities and Exchange Commission on December 29, 2008)10.13
    
    
    Director Resignation Agreement, dated December 23, 2008, between the Company, Robert M. Foresman,
Carl H. Hahn, Philip A. Marineau and Steven Westly (incorporated by reference to Exhibit 10.14 to
Current Report on Form 8-K, File No. 001-33803, filed by the Company with the Securities and
Exchange Commission on December 29, 2008)14.1
    
    
    Code of Ethics (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Form S-1, File
No. 333-144799, filed by the Company with the Securities and Exchange Commission on September 6,
2007)31.1
    *
    
    Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13(a)-14(a) of the
Securities Exchange Act of 193431.2
    *
    
    Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13(a)-14(a) of the
Securities Exchange Act of 193432.1
    *
    
    Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    *
    
    Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200299.1
    
    
    Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to the
Form S-1, File No. 333-144799, filed by the Company with the Securities and Exchange
Commission on September 6, 2007)
 *
    
    Filed herewith