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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    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: 001-33803
 GLOBAL CONSUMER ACQUISITION CORP.
  Delaware
    
    26-0469120(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1370 Avenue of the Americas, 28th Floor, New York, New York 10019
(212) 445-7800
  þ o
 o o þ
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 þ o




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION


3Item 1. Financial Statements


3Condensed Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008


3Condensed Statements of Operations for the three and six months ended June 30, 2009
and 2008 and the period from June 28, 2007 (inception) through June 30, 2009
(unaudited)


4Condensed Statement of Changes in Stockholders Equity for the period from June 28,
2007 (inception) through June 30, 2009 (unaudited)


5Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008
and the period from June 28, 2007 (inception) through June 30, 2009 (unaudited)


6Notes to Condensed Financial Statements (unaudited)


7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations


13Item 3. Quantitative and Qualitative Disclosures About Market Risk


17Item 4. Controls and Procedures


17PART II. OTHER INFORMATION


17Item 1. Legal Proceedings


17Item 1A. Risk Factors


18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


18Item 3. Defaults Upon Senior Securities


18Item 4. Submission of Matters to a Vote of Security Holders


18Item 5. Other Information


18Item 6. Exhibits


18Signatures


19Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2EX-31.1EX-31.2EX-32.1EX-32.2
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 June 30, 2009
    
    
    December 31, 2008(unaudited)AssetsCash and cash equivalents
    
    $
    390,062
    
    
    $
    1,445,882Investments held in trust
    
    
    316,770,979
    
    
    
    316,692,141Prepaid expenses
    
    
    106,879
    
    
    
    257,180$
    317,267,920
    
    
    $
    318,395,203Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    2,770,809
    
    
    $
    682,057Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,65512,355,464
    
    
    
    10,266,712Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,983,921
    
    
    
    94,983,921Commitments 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;
39,936,064 issued and outstanding
    
    
    3,036
    
    
    
    3,036Additional paid-in capital
    
    
    214,270,219
    
    
    
    214,082,720Deficit accumulated during the
development stage
    
    
    (4,344,720
    )
    
    
    (941,186
    )209,928,535
    
    
    
    213,144,570$
    317,267,920
    
    
    $
    318,395,203
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    2,468,765
    
    
    
    495,111
    
    
    
    3,297,219
    
    
    
    758,635
    
    
    
    5,989,868Stock based compensation
    
    
    93,750
    
    
    
    655,418
    
    
    
    187,499
    
    
    
    1,310,836
    
    
    
    5,096,465Loss from operations
    
    
    (2,562,515
    )
    
    
    (1,150,529
    )
    
    
    (3,484,718
    )
    
    
    (2,069,471
    )
    
    
    (11,086,333
    )Interest income
    
    
    10,562
    
    
    
    1,481,237
    
    
    
    81,184
    
    
    
    3,510,156
    
    
    
    6,741,613Net (loss) income
    
    $
    (2,551,953
    )
    
    $
    330,708
    
    
    $
    (3,403,534
    )
    
    $
    1,440,685
    
    
    $
    (4,344,720
    )Earnings per shareNet (loss) income
    
    $
    (2,551,953
    )
    
    $
    330,708
    
    
    $
    (3,403,534
    )
    
    $
    1,440,685
    
    
    $
    (4,344,720
    )Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    $
    
    
    
    $
    37,804
    
    
    $
    
    
    
    
    129,514
    
    
    
    (766,772
    )Net (loss) income attributable to common
stockholders
    
    $
    (2,551,953
    )
    
    $
    368,512
    
    
    $
    (3,403,534
    )
    
    $
    1,570,199
    
    
    $
    (5,111,492
    )Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    9,584,654
    
    
    
    9,584,654
    
    
    
    9,584,654Earnings per share common shares subject to possible
conversion
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (0.01
    )Weighted average number of common shares
outstanding  basic
    
    
    39,936,064
    
    
    
    39,936,064
    
    
    
    39,936,064
    
    
    
    39,936,064Weighted average number of common shares
outstanding  diluted
    
    
    39,936,064
    
    
    
    80,384,914
    
    
    
    39,936,064
    
    
    
    80,384,914Basic (loss) earnings per common share
    
    $
    (0.06
    )
    
    $
    0.01
    
    
    $
    (0.09
    )
    
    $
    0.04Diluted (loss) earnings per common share
    
    $
    (0.06
    )
    
    $
    
    
    
    $
    (0.09
    )
    
    $
    0.02
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE PERIOD JUNE 28, 2007 (INCEPTION) TO JUNE 30, 2009
 (Unaudited)
 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
    
    
    (637,786
    )
    
    
    (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
    
    
    39,936,064
    
    
    
    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
    
    
    39,936,064
    
    
    
    3,036
    
    
    
    214,082,720
    
    
    
    (941,186
    )
    
    
    213,144,570Stock based compensation
    
    
    
    
    
    
    
    
    
    
    187,499
    
    
    
    
    
    
    
    187,499Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,403,534
    )
    
    
    (3,403,534
    )Balance at June 30, 2009
    
    
    39,936,064
    
    
    $
    3,036
    
    
    $
    214,270,219
    
    
    $
    (4,344,720
    )
    
    $
    209,928,535
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Period fromJune 28, 2007Six Months Ended
    
    
    Six Months Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Cash flow from operating activitiesNet (loss) income
    
    $
    (3,403,534
    )
    
    $
    1,440,685
    
    
    $
    (4,344,720
    )Adjustments to reconcile net (loss) income to net cash used
in operating activitiesStock based compensation
    
    
    187,499
    
    
    
    1,310,836
    
    
    
    5,096,465Interest earned on cash held in trust
    
    
    (78,838
    )
    
    
    (3,499,680
    )
    
    
    (6,712,019
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    150,301
    
    
    
    150,302
    
    
    
    (106,879
    )Accrued expenses
    
    
    2,088,752
    
    
    
    (498,775
    )
    
    
    2,770,809Accrued offering costs
    
    
    
    
    
    
    (295,612
    )
    
    
    Net cash used in operating activities
    
    
    (1,055,820
    )
    
    
    (1,392,244
    )
    
    
    (3,296,344
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    
    
    
    
    4,049,491
    
    
    
    4,100,000Cash placed in trust account
    
    
    
    
    
    
    
    
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    4,049,491
    
    
    
    (310,058,960
    )Cash flow from financing activitiesProceeds from sales of shares of common stock to initial
stockholders, net
    
    
    
    
    
    
    
    
    
    
    7,987Proceeds from sale of warrants in private placement
    
    
    
    
    
    
    
    
    
    
    8,500,000Proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    319,488,500Payment of underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    (14,251,121
    )Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    313,745,366Net (decrease) increase in cash and equivalents
    
    
    (1,055,820
    )
    
    
    2,657,247
    
    
    
    390,062Cash and cash equivalents, beginning of period
    
    
    1,445,882
    
    
    
    81,163
    
    
    
    Cash and cash equivalents, end of period
    
    $
    390,062
    
    
    $
    2,738,410
    
    
    $
    390,062Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    
    
    
    $
    (129,514
    )
    
    $
    766,772Deferred underwriter commissions included in proceeds from
initial public offering
    
    $
    
    
    
    $
    
    
    
    $
    9,584,655
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
 1
    
    Interim Financial InformationThese unaudited condensed financial statements as of June 30, 2009, for the three and six months
ended June 30, 2009 and 2008 and for the period from June 28, 2007 (inception) to June 30, 2009,
have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the
interim period presented are not necessarily indicative of the results to be expected for any
other interim period or for the full year. These interim unaudited financial statements should
be read in conjunction with the financial statements for the period from June 28, 2007
(inception) to December 31, 2008, which are included in Global Consumer Acquisition Corp.s
Annual Report on Form 10-K filed with the Securities and Exchange Commission.2
    
    Organization and Business OperationsGlobal Consumer Acquisition Corp. (a development stage company) (the Company or GCAC) is a
blank check company organized for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses.The registration statement for the Companys initial public offering (the Offering) was
declared effective on November 20, 2007. The Company consummated the Offering on November 21,
2007 and received net proceeds of $305,658,960 and $8,500,000 from the private placement sale of
Founder Warrants (Note 4). Substantially, all of the net proceeds of the Offering are intended to
be generally applied toward consummating a business combination. The Companys management has
complete discretion in identifying and selecting the target business. There is no assurance that
the Company will be able to successfully effect a business combination. Management agreed that
98.3% or $314,158,960 ($316,770,979 at June 30, 2009 including accrued interest) of the gross
proceeds from the Offering would be held in a trust account (Trust Account) until the earlier
of (i) the completion of a business combination and (ii) liquidation of the Company. The placing
of funds in the Trust Account may not protect those funds from third party claims against the
Company. Although the Company will seek to have all vendors, prospective target businesses or
other entities it engages execute agreements with the Company waiving any right in or to any
monies held in the Trust Account, there is no guarantee that they will execute such agreements.
The remaining unrestricted interest earned of $390,062 not held in the Trust Account may be used
to pay for business, legal and accounting due diligence on prospective acquisitions, and initial
and continuing general and administrative expenses. The Company, after signing a definitive
agreement for the acquisition of a target business, is required to submit such transaction for
stockholder approval. The Company will proceed with the initial business combination only if both
a majority of the shares of common stock voted by the public stockholders are voted in favor of
the business combination and public stockholders owning less than 30% of the shares sold in the
Offering exercise their conversion rights described below.Pursuant to the Companys Amended and Restated Certificate of Incorporation, if the Company does
not consummate a business combination by November 27, 2009 the Company will cease to exist except
for the purposes of winding up its affairs and liquidating.All of our founding stockholders have agreed to vote all their shares of common stock owned by
them prior to our initial public offering in accordance with the majority of shares of common
stock held by public stockholders who vote at a meeting with respect to a business combination
and any shares of common stock acquired by them in or after our initial public offering in favor
of a business combination. After consummation of a business combination, these voting safeguards
will no longer be applicable.With respect to a business combination that is approved and consummated, the Company will redeem
the common stock of its Public Stockholders who voted against the business combination and
elected to have their shares of common stock converted into cash. The per share conversion price
will equal the amount in the Trust Account, calculated as of two business days prior to the
consummation of the proposed business combination, less any remaining tax liabilities relating to
interest income, divided by the
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number of shares of common stock held by Public Stockholders at the consummation of the Offering.
Public Stockholders who convert their stock into their share of the Trust Account retain their
warrants. The Company will not complete any proposed business combination for which its Public
Stockholders owning 30% or more of the shares sold in the Offering both vote against a business
combination and exercise their conversion rights. At June 30, 2009, 9,584,654 shares of the
common stock issued in connection with the Offering were subject to redemption.3
    
    Significant Accounting PoliciesUse of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.4
    
    Initial Public OfferingOn November 27, 2007, the Company sold 31,948,850 Units, including 1,948,850 Units from the
partial exercise of the underwriters over-allotment option, at an Offering price of $10.00 per
Unit. Each Unit consists of one share of the Companys common stock, $.0001 par value, and one
Redeemable Common Stock Purchase Warrant (Warrant). Each Warrant entitles the holder to
purchase from the Company one share of common stock at an exercise price of $7.50 per share
commencing the later of the completion of a business combination or November 27, 2009 and
expiring November 27, 2012. The Company may redeem the Warrants at a price of $0.01 per Warrant
upon 30 days notice after the Warrants become exercisable, but only in the event that the last
sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30
trading day period ending three business days prior to the date on which the notice of
redemption is given. The Company agreed to pay the underwriters in the Offering an underwriting
commission of 7% of the gross proceeds of the Offering. However, the underwriters agreed that
approximately 3% of the underwriting discount will not be payable unless and until the Company
completes a business combination and have waived their right to receive such payments upon the
Companys liquidation if it is unable to complete a business combination. As of June 30, 2009
the deferred underwriting commissions were $9,584,655.On November 27, 2007, certain of the initial stockholders purchased an aggregate of 8,500,000
warrants (the Founder Warrants) from the Company in a private placement pursuant to the
exemption from registration contained in Section 4(2) of the Securities of Act of 1933, as
amended. The Founder Warrants were sold for a total purchase price of $8,500,000, or $1.00 per
warrant. The private placement took place simultaneously with the consummation of the Offering.
Each warrant is exercisable to one share of common stock. The exercise price of the Founder
Warrants is $7.50. The Founder Warrants are also subject to a lock-up agreement with the
Companys underwriters and will not be transferable before the consummation of a business
combination. The holders of the Founder Warrants are also entitled, at any time and from time to
time, to exercise the Founder Warrants on a cashless basis at the discretion of the holder. The
proceeds from the sale of the Founder Warrants have been deposited into the Trust Account,
subject to a trust agreement and will be part of the funds distributed to the Companys Public
Stockholders in the event the Company is unable to complete a business combination.Based upon observable market prices, the Company determined that the grant date fair value of
the Founder Warrants was $1.10 per warrant, $9,350,000 in the aggregate. The valuation was
based on all comparable initial public offerings by blank check companies in 2007. The
Company will record compensation expense of $850,000 in connection with the Founder
Warrants, which is the amount equal to the grant date fair value of the Founder Warrants
minus the purchase price. The compensation expense will be recognized over the estimated
service period of 24 months. The Company estimated the service period as the estimated time
to complete a business combination. The Company recognized $93,750, $187,499 and $703,125 in
stock based compensation
expense related to the Founder Warrants for the three and six months ended June 30, 2009 and the
period from June 28, 2007 (inception) to June 30, 2009, respectively.
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5
    
    Related Party TransactionsCertain of the Companys officers, directors and its initial stockholders (Initial
Stockholders) are also officers, directors, employees and affiliated entities of Hayground Cove
Asset Management LLC, the Companys sponsor.Services AgreementThe Company agreed to pay Hayground Cove Asset Management LLC, $10,000 per month, plus
out-of-pocket expenses not to exceed $10,000 per month, for office space and services related to
the administration of the Companys day-to-day activities. This agreement is effective upon the
consummation of the Offering and will terminate at the closing of a business combination. Under
the terms of this agreement, the company has paid $30,000, $60,000 and $193,000 for the three and
six months ended June 30, 2009 and the period from June 28, 2007 (inception) to June 30, 2009,
respectively.6
    
    Stockholders EquityPreferred StockThe Company is authorized to issue 1,000,000 shares of blank check preferred stock with such
designations, voting and other rights and preferences as may be determined from time to time by
the Board of Directors.Common StockThe Company issued 8,625,000 shares of common stock to the Initial Stockholders for cash proceeds
of $8,625 (the Founder Shares). In the event the 4,500,000 over-allotment Units (Note 4) were
not issued, the Initial Stockholders would be required to redeem the Founder Shares in an amount
sufficient to cause the amount of issued and outstanding Founder Shares to equal 20% of the
Companys aggregate amount of issued and outstanding coming stock after giving effect to the
issuance of common stock in connection with the Offering. The underwriters exercised 1,948,850
Units of the 4,500,000 over-allotment Units. The underwriters had 30 days from November 27, 2007
to exercise their over-allotment option. Therefore, as of December 27, 2007, 637,786 shares of
the Initial Stockholders Founder shares were redeemed.At June 30, 2009, there were 40,448,850 shares of common stock reserved for issuance upon
exercise of the Companys outstanding options and warrants.Restricted Stock UnitsPursuant to Letter Agreements dated December 23, 2008 between the Company and each of its
independent directors, Richard A.C. Coles, Michael B. Frankel and Mark Schulhof, the Company
granted each independent director 50,000 Restricted Stock Units (Restricted Stock Units) with
respect to shares of the Companys common stock, subject to certain terms and conditions.
Subject to stockholder approval, the Restricted Stock Units shall fully vest on the closing date
of a Business Combination (as defined in the Companys Amended and Restated Certificate of
Incorporation). Settlement of the vested Restricted Stock Units will occur on the date that is
180 calendar days after the vesting date. Restricted Stock Units will be settled by delivery of
one share of the Companys common stock for each Restricted Stock Unit settled. The Restricted
Stock Units will not be considered granted until the grant has been approved by stockholders. At
that time, the Company will incur compensation expense equal to the grant date fair value of the
Restricted Stock Units.In consideration of his service as President of the Company, the Company has agreed to grant
Daniel Silvers 50,000 Restricted Stock Units with respect to shares of the Companys common
stock, subject to stockholder approval and certain additional terms and conditions contained in
his officer letter. The Company has agreed to submit the Restricted Stock Units to a vote of its
stockholders in connection with the solicitation of proxies or consents from its stockholders to
approve a Business Combination. Subject to stockholder approval, the Restricted Stock Units shall
fully vest on the closing date of a Business Combination. Settlement of vested Restricted Stock
Units will occur on the date that is 180 calendar days after the vesting date. Restricted Stock
Units will be settled by delivery of one share of the Companys common stock for each Restricted
Stock Unit settled. Such
Restricted Stock Units shall be subject to a lock-up period that will commence on the date of the
agreement granting such Restricted Stock Units and will continue for a period of 180 calendar
days after the closing date of a Business Combination.
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##### Table of Contents



7
    
    Fair Value MeasurementsEffective January 1, 2008, the Company adopted Statement
of Financial Accounting Standards No. 157 (SFAS
No. 157) for its financial
assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured
and reported at fair value at least annually. In accordance with the provision of
FASB Staff Positions No. 157-2, the Company has elected to defer implementation of
SFAS No. 157 as it relates to its non-financial assets and non-financial
liabilities that are recognized and disclosed at fair value in the financial
statements on a nonrecurring basis until January 1, 2009. The Company is
evaluating the impact, if any, this standard will have on its non-financial assets
and liabilities.The adoption of SFAS No. 157 to the Companys financial assets and liabilities did
not have an impact on the Companys financial results.The following table presents information about the Companys assets that are
measured at fair value on a recurring basis as of June 30, 2009, 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 value 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.
 Financial Assets at Fair Value as of June 30, 2009
 Fair Value
    
    
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantJune 30,
    
    
    Active Markets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investments held in trust
    
    $
    316,770,979
    
    
    $
    
    
    
    $
    316,770,979
    
    
    $
    Total
    
    $
    316,770,979
    
    
    $
    
    
    
    $
    316,770,979
    
    
    $
    
 Investments held in trustAs of June 30, 2009, the Companys investments held in trust were invested in the Federated U.S.
Treasury Cash Reserve Fund. The fund invests only in a portfolio of short-term U.S. Treasury
securities. The Company recognized interest income of $9,792 and $78,838 on these investments for
the three and six months ended June 30, 2009 respectively, and $6,712,019 for the period June 28,
2007 (inception) through June 30, 2009. The Company did not withdraw any earned interest from
the Trust Account for working capital purposes during the three or six months ended June 30, 2009
and withdrew $4,100,000 for the period June 28, 2007 (inception) through June 30, 2009, in
accordance with the Offering.The fair values of the Companys investments held in the Trust Account are determined
through market, observable and corroborated sources.The carrying amounts reflected in the balance sheets for other current assets and
accrued expenses approximate fair value due to their short-term maturities.8
    
    Transaction CostsFor the six months ended June 30, 2009, the Company incurred transaction costs relating to the
proposed business combination (as disclosed in Note 11) of the amount of $2,198,994. Such
transaction costs were expensed as professional fees. No transaction costs were incurred for
the six months ended June 30, 2008.9
    
    Commitments and ContingenciesThere is no material litigation currently pending against the Company or any members of our
management team in their capacity as such.The Initial Stockholders have waived their right to receive distributions with respect to their
Founder Shares upon the Companys liquidation.10
    
    IndemnificationsThe Company has entered into agreements with its officers and directors to provide contractual
indemnification in addition to the indemnification provided in its amended and restated
certificate of incorporation. The Company believes that these provisions and agreements are
necessary to attract qualified officers and directors. The Companys bylaws also will permit it
to secure insurance on behalf of any officer, director or employee for any liability arising out
of his or her actions, regardless of whether Delaware law would permit indemnification. The
Company has purchased a policy of directors and officers liability insurance that insures the
Companys directors and officers against the cost of defense, settlement or payment of a judgment
in some circumstances and insures the Company against its obligations to indemnify the directors
and officers.11
    
    Subsequent Events1st Commerce Merger Agreement and Colonial Asset Purchase AgreementOn July 13, 2009, GCAC, a Delaware corporation concurrently entered into (i) a Merger Agreement
(the 1st Commerce Merger Agreement), with WL Interim Bank, a Nevada corporation (1st Commerce
Merger Sub), 1st Commerce Bank, a Nevada-chartered non-member bank (1st Commerce Bank),
Capitol Development Bancorp Limited V, a Michigan corporation (Capitol Development) and
Capitol Bancorp Limited, a Michigan corporation, which provides for the merger (the Merger) of
1st Commerce Merger Sub with and into 1st Commerce Bank, with 1st Commerce Bank being the
surviving entity and becoming GCACs wholly-owned subsidiary and (ii) an Asset Purchase
Agreement (the Colonial Asset Purchase Agreement), with Colonial Bank, an Alabama banking
corporation (Colonial Bank), and The Colonial BancGroup, Inc., a Delaware corporation. The
transactions contemplated by the 1st Commerce Merger Agreement and the Colonial Asset Purchase
Agreement are referred to herein as the Acquisitions.In connection with the Acquisitions, GCAC has initiated a process to become a bank holding
company, which will enable it to participate in financial lines of business, and will rename
itself Western Liberty Bancorp. Western Liberty Bancorps banking operations will be conducted
through 1st Commerce Bank, which will be the surviving entity pursuant to the 1st Commerce
Merger Agreement and will retain the 1st Commerce Bank name. Founded in 2006, 1st Commerce Bank
is a Nevada bank and will continue to operate following the consummation of the Acquisitions.
Upon the consummation of the Acquisitions, the combined entity will form a new Nevada
financial institution with 22 banking branches, and approximately $477.0 million of gross loan
assets, $320.0 million of transaction account deposits and $214.0 million in time deposits.Pursuant to the 1st Commerce Merger Agreement and subject to the terms and conditions specified
therein, 1st Commerce Merger Sub will be merged with and into 1st Commerce Bank, with 1st
Commerce Bank as the surviving entity at closing. As a result of the Merger, GCAC will pay the
stockholders of 1st Commerce Bank an aggregate merger consideration of $8.25 million, subject to
increase or decrease at the closing of the Merger in accordance with the terms of the 1st
Commerce Merger Agreement. The shares of those 1st Commerce Bank stockholders who do not
exercise their dissenters rights under Nevada law will be cancelled and extinguished and
automatically converted into the right to certain per share merger consideration, based on the
aggregate merger consideration paid. Each share of common stock of 1st Commerce Merger Sub shall
be converted into one share of
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##### Table of Contents



common stock of the surviving corporation. The consummation of the Merger is conditioned upon,
among other things, the approval by the holders of shares of common stock of Capitol Development
of the 1st Commerce Merger Agreement and the Merger.Immediately after the closing of the Merger, and pursuant to the Colonial Asset Purchase
Agreement, GCAC and 1st Commerce (together, the Purchaser) will purchase select assets and
deposits from Colonial Bank, the majority of which will originate from the Nevada segment of
Colonial Bank consisting of (i) 21 banking branches, (ii) approximately $440.0 million in loans,
of which approximately $340.0 million were originated in the Nevada franchise and (iii)
approximately $492.0 million customer and transaction and time deposits (together, the Select
Colonial Assets). In connection with the consummation of the acquisition of the Select Colonial
Assets, GCAC will assign all of its rights and obligations under the Colonial Asset Purchase
Agreement to 1st Commerce Bank. As consideration for the purchase of the Select Colonial Assets,
Purchaser shall pay Colonial Bank, or Colonial Bank shall pay Purchaser, an amount equal to the
sum of the following (each defined term having the meaning set forth in the Colonial Asset
Purchase Agreement) (the Closing Date Payment Amount): (i) Non-Time Deposit Premium (which
amount will be approximately $28.0 million, subject to adjustment based on the amount of
Non-Time Deposits assumed by Purchaser at closing), (ii) a premium equal to 0.1% times the
amounts that the deposit balance of the Time Deposits exceeds $200.0 million, (iii) the
Acquisition Value, (iv) the face amount of Coins and Currency, (v) the net amount of the
prorations and other closing date adjustments owed by Purchaser to Colonial Bank, (vi) the
amount of Deposit Liabilities assumed, (vii) the amount of all other Transferred Liabilities and
the Other Liabilities assumed and (viii) the net amount of the prorations and other closing date
adjustments owed by Colonial Bank to Purchaser. The parties have agreed that Transferred
Liabilities will include Deposit Liabilities with deposit balances in a sufficient aggregate
amount so that the Closing Date Payment Amount paid by Purchaser or Seller, as applicable, does
not exceed $1.0 million.GCAC and Colonial Bank have also executed a non-binding letter agreement expressing the parties
good faith obligation to identify additional loans satisfactory to GCAC so that the aggregate
outstanding principal balance of all loans acquired by GCAC will be at least $450.0 million. As
consideration for these additional loans, if any, GCAC would assume additional deposit
liabilities with aggregate deposit balances of an amount equal to the outstanding principal
balance of the additional loans.The Acquisitions are subject to approvals from the Federal Reserve Board, the Federal Deposit
Insurance Corporation, the Nevada Division of Financial Institutions and the Alabama Department
of Banking. As a corporation not currently subject to bank supervisory regulation, GCACs
applications to become a bank holding company for a Nevada-based community bank are subject to
different statutory approval processes maintained by several federal and state bank regulatory
agencies with supervisory oversight and jurisdiction of the contemplated transactions and the
banks that are parties to the contemplated transactions. Approval terms granted by these federal
and state bank regulatory agencies may include terms and conditions more onerous than GCAC
management contemplates, and approval may not be granted in the timeframes desired by the
parties to the contemplated transactions. Bank regulatory approval, if granted, may contain
terms that relate to deteriorating real estate lending both nationally and in Nevada; bank
regulatory supervisory reactions to the current economic difficulties may not be specific to
GCAC itself.Pursuant to the 1st Commerce Merger Agreement, either party may terminate the 1st Commerce
Merger Agreement in the event the Merger is not consummated by October 31, 2009. Pursuant to the
Colonial Asset Purchase Agreement, either party may terminate the Colonial Asset Purchase
Agreement in the event the transactions are not consummated by September 30, 2009. Both the 1st
Commerce Merger Agreement and the Colonial Asset Purchase Agreement also contain customary
representations, warranties and covenants made by the respective parties thereto.The Acquisitions are expected to be consummated in the third quarter of 2009 upon the
fulfillment of certain conditions, including (a) obtaining the required regulatory approvals,
(b) the affirmative vote of GCAC stockholders to adopt the 1st Commerce Merger Agreement and the
Colonial Asset Purchase Agreement and (c) holders of less than 30% of the shares of GCACs
common stock issued in GCACs initial public offering having (i) voted against the consummation
of the Acquisitions and (ii) exercised their rights to convert their shares into a pro rata
share rata of GCACs trust account in accordance with GCACs amended and restated certificate of
incorporation. The consummation of the Merger is also conditioned upon the approval of the 1st
Commerce Merger Agreement and the Merger by the holders of shares of Capitol Developments
common stock. The 1st Commerce Merger Agreement and the Colonial Asset Purchase Agreement are
also subject to the fulfillment of other customary closing conditions.
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##### Table of Contents



Employment AgreementOn July 13, 2009, in connection with the Acquisitions, GCAC entered into an employment agreement
with Mark Daigle (the Employment Agreement). The Employment Agreement provides that, subject
to the closing of the Acquisitions, Mr. Daigle would become the Chief Executive Officer of
Nevada commercial banking operations. In addition GCAC and its board of directors shall take
such action as is necessary to appoint Mr. Daigle to the board of directors of Western Liberty
Bancorp upon the consummation of the Acquisitions.Pursuant to the terms of the Employment Agreement, Mr. Daigles employment shall commence as of
the closing date of the transactions contemplated by the Colonial Asset Purchase Agreement (the
Effective Date) and continue for an initial term of three years with one or more additional
automatic one-year renewal periods. Mr. Daigle will be entitled to a base salary of $460,000. In
addition, subject to the approval of the Acquisitions by GCACs stockholders, Mr. Daigle will
receive a one-time grant of restricted stock equal to $3,000,000 divided by the closing price of
GCACs common stock on the Effective Date. The restricted stock will vest 20% on each of the
first, second, third, fourth and fifth anniversaries of the Effective Date, subject to Mr.
Daigles continuous employment through each vesting date. Such restricted stock shall be subject
to restrictions on transfer for a period of one year following each vesting date. Mr. Daigle
will also receive a bonus of $100,000 within ten days of the Effective Date.Mr. Daigle shall be entitled to employee benefits in accordance with any employee benefits
programs and policies adopted by Western Liberty Bancorp. In addition, the Employment Agreement
contains customary representations, covenants and termination provisions. The Employment
Agreement also states that Mr. Daigle does not have any right, title interest or claim of any
kind in or to the proceeds from GCACs initial public offering and simultaneous private
placement, plus all accrued interest, held in GCACs trust account, and that he will not seek
any recourse against the trust account whatsoever.Financial SponsorshipOn July 28, 2009, Hayground Cove Asset Management LLC, GCACs sponsor (Hayground Cove),
entered into an amended and restated sponsor support agreement with GCAC (the Support Agreement) whereby it has
agreed, at its option, to purchase through private purchases up to 39%
of GCACs shares to help facilitate approval of the Acquisitions. Hayground Cove will have the
right, at its option, to propose a term sheet for permanent financing
to GCAC prior to the closing of the Acquisitions to exchange any purchased shares for new debt or
equity securities. The proposed term sheet shall be on commercially reasonable terms and must be
approved by a majority of the disinterested members of the board of the directors of GCAC. Once
approved by the board, GCAC is obligated, within ten days of such approval, to commence an
exchange offer for such securities to all public shareholders of GCAC on a pro rata basis and in
compliance with applicable securities laws. Under the terms of the Support Agreement, Hayground
Cove will also have the right to sell the shares purchased by Hayground Cove or its affiliates
to GCAC at the same price paid by such purchaser (provided that the sale price shall be approved
by a majority of the disinterested members of the board if the sale price is more than the five
percent above the per share amount to be received by shareholders that elect to convert their
shares into cash). The option must be exercised by Hayground Cove within one day of the
shareholders meeting approving the Acquisitions. The Support Agreement and each of the
agreements in connection with the purchase of shares by Hayground Cove and its affiliates is
conditioned upon (i) an agreement by GCACs warrant holders to restructure the outstanding
warrants on terms satisfactory to Hayground Cove and (ii) the closing of a business combination.
In connection with the Support Agreement, Hayground Cove has received a $140.0 million
commitment from Jefferies Finance LLC and Jefferies & Company, Inc. (together, Jefferies) to
finance the purchase of shares. Under the terms of the Jefferies commitment, GCAC has agreed,
pursuant to an Indemnification and Waiver Agreement, dated as of July 13, 2009 (the
Indemnification Agreement), to provide certain indemnities from any losses, claims, damages
and liabilities, along with any related expenses, that arise under the debt financing
arrangement subject to a waiver to all proceeds in the trust account. GCAC will become a
guarantor of the loan upon the closing of the Acquisitions, however, GCAC expects the guarantee
to be released upon the closing of the Acquisitions in accordance with its terms, as the entire
amount of any funds loaned under the commitment is required to be repaid immediately after the
closing.Warrant RestructuringOn July 20, 2009, the Company entered in an Amended and Restated Warrant Agreement with Continental
Stock Transfer & Trust Company as warrant agent, which amends certain terms of the Companys public
warrants and Founder warrants. The terms of the Amended and Restated Warrant Agreement provide for
certain new terms, including (i) a new strike price of $12.50 per share of the Companys common
stock, par value $0.0001, (ii) an expiration occurring on the earlier of (x) seven years from the
consummation of the Acquisitions or another business combination or (y) the date fixed for
redemption of the warrants set forth in the original warrant agreement, (iii) a redemption price of
$0.01 per warrant, provided that (x) all of the warrants are redeemed (y) the last sales price of
the common stock has been equal to or greater than $21.00 per share on each of 20 trading days
within any 30 day trading period ending on the third business day prior to the date on which notice
of redemption is given and (z) there is an effective registration statement in place with respect
to the common stock underlying the warrants, (iv) mandatory downward adjustment of the strike price
for each warrant to reflect any cash dividends paid with respect to the outstanding common stock,
until such date as the Companys publicly traded common stock trades at $18.00 or more per share on
each of 20 trading days within any 30 trading day period; (iv) in the event an effective
registration statement is not in place on the date the warrants are set to expire, the warrants
will remain outstanding until 90 days after an effective registration statement is filed. If the
Company has not filed an effective registration statement within 90 days after the expiration date,
the warrants shall become exercisable for cash consideration. Additionally, the warrants shall not
be exercisable by any warrant holder to the extent that, after giving effect to such exercise, any
warrant holder or its affiliates would beneficially own in excess of 9.99% of the common stock
outstanding immediately after giving effect to such exercise and no warrants held by the Companys
sponsor or any of its affiliates will be exercisable at any time while under the Companys
sponsors or any of its affiliates control. In addition, the Companys sponsor will be required to
obtain an opinion of bank regulatory counsel that the transfer of any warrants will not make the
transferee a bank holding company under the Bank Holding Company Act or subject the transferee to
prior approval by the Federal Reserve Board under the Change in Bank Control Act. The Amended and
Restated Warrant Agreement shall be effective upon execution by us and Continental Transfer & Trust
Company, but will be subject to (i) receipt by us of the written approval for listing of the
amended warrants by the NYSE Amex and (ii) receipt of
certifications by GCAC and Continental Transfer
& Trust Company from the applicable registered holders of such warrants certifying the number of
warrants held by the consenting warrant holders. The Company intends to file a Schedule 14C Information Statement in connection with the warrant
restructuring as soon as practicable.Founder Shares RestructuringOn July 20, 2009, the Company entered into a restructuring agreement (the Founder Shares
Restructuring Agreement) with the Companys sponsor, pursuant to which the Companys sponsor, on
behalf of itself and the funds and accounts it manages and participating holders of Founder Shares,
has agreed to cancel at least 90% of the outstanding Founder Shares in exchange for one warrant per
Founders Share cancelled (the Exchange Warrants).
To date, holders of 95% of the Companys
Founder Shares have agreed to restructure their Founder Shares. The cancelled Founder Shares will
include all such Founder Shares currently held by the Companys sponsor and its affiliates.
Additional holders of Founder Shares may subsequently agree to restructure their Founder Shares in
accordance with the terms of the Founder Shares Restructuring Agreement. Each Exchange Warrant will be governed by the Amended and Restated
Warrant Agreement and have terms identical to those of the restructured outstanding warrants
(except as set forth in the Warrant Agreement). The exchange of Founder Shares for Exchange
Warrants shall occur prior to or concurrently with the consummation of the Acquisitions. In
consideration for entering into the Founder Shares Restructuring Agreement, the Company shall
indemnify its sponsor and each participating holder of Founder Shares for any claims that arise out
of or are based upon the restructuring of the Founder Shares and shall indemnify its sponsor and
its affiliates for any of their obligations with respect to the Founder Shares. The Founder Shares
Restructuring Agreement provides that no warrant held by the Companys sponsor or any of its
affiliates will be exercisable at any time while under the Companys sponsors or any of its
affiliates control. In addition, the Companys sponsor will be required to obtain an opinion of
bank regulatory counsel that the transfer of any warrants will not make the transferee a bank
holding company under the Bank Holding Company Act or subject the transferee to prior approval by
the Federal Reserve Board under the Change in Bank Control Act.
 12




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion and analysis in conjunction with unaudited condensed
financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and our combined and
consolidated financial statements and related notes thereto included in or incorporated into Part
II, Item 8 of our Annual Report on Form 10-K and the Risk Factors included in Part I, Item 1A of
our Annual Report on Form 10-K , as well as other cautionary statements and risks described
elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K .
  Forward-Looking Statements
  Overview
  Off-Balance Sheet Arrangements
   Contractual Obligations, Commitments and Contingencies
  Results of Operations for the Three Months Ended June 30, 2009
  Results of Operations for the Six Months Ended June 30, 2009
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##### Table of Contents



Settlement Agreement with our Former Chief Executive Officer
  Appointment of President
   14




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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.
 Critical Accounting Policies and Estimates
  15




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##### Table of Contents



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,
 Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes
 Classification and Measurement of Redeemable Securities
 Classification and Measurement of Redeemable Securities
 16




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
     
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  17




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##### Table of Contents



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  GLOBAL CONSUMER ACQUISITION CORP.
Date: July 28, 2009/s/ Jason N. AderName:
    Jason N. AderTitle:
    Chief Executive Officer
(Principal Executive Officer)GLOBAL CONSUMER ACQUISITION CORP.
Date: July 28, 2009/s/ Andrew NelsonName:
    Andrew NelsonTitle:
    Chief Financial Officer
(Principal Accounting and Financial Officer) 19