UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


________________________________________




FORM
10-Q


________________________________________








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




FOR
THE QUARTER ENDED March 31, 2008.




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




COMMISSION
FILE NUMBER:


________________________________________


NRDC
ACQUISITION CORP.


(Exact
name of registrant as specified in its charter)


________________________________________








Delaware
            
            26-0500600(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)




3
Manhattanville Road


Purchase,
New York  10577


(Address
of principal executive office)




(914)
272-8067


(Registrant’s
telephone number, including area code)




________________________________________




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




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





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






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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




The
number of shares of the issuer’s Common Stock, $0.0001 par value, outstanding as
of May 13, 2008 was 51,750,000.



















TABLE
OF CONTENTS






PagePART
      I – FINANCIAL INFORMATIONItem 1.
            
            Financial
      Statements
            
            3Condensed
      Balance Sheet as of March 31, 2008 (Unaudited) and December 31,
      2007
            
            4Condensed
      Statements of Income (Unaudited) for the three months ended March 31, 2008
      and July 10, 2007 (inception) through March 31, 2008
            
            5Condensed
      Statement of the Stockholders’ Equity (Unaudited) for the period from July
      10, 2007 (inception) through March 31, 2008
            
            6Condensed
      Statements of Cash Flows (Unaudited) for the three months ended March 31,
      2008 and July 10, 2007 (inception) through March 31, 2008
            
            7Notes
      to Financial Statements
            
            8Item 2.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            11Item 3.
            
            Quantitative
      and Qualitative Disclosures about Market Risk
            
            12Item 4.
            
            Controls
      and Procedures
            
            12PART
      II – OTHER INFORMATIONItem 1.
            
            Legal
      Proceedings
            
            13Item 1A.
            
            Risk
      Factors
            
            13Item 6.
            
            Exhibits
            
            14SIGNATURES
            
            16















2





PART I – FINANCIAL INFORMATION




Item 1. Financial
Statements.




Basis
of Presentation




The
financial statements at March 31, 2008 and for the periods ended
March 31, 2008 are unaudited. The condensed financial statements include
the accounts of NRDC Acquisition Corp. (the “Company”). In the opinion of
management, all adjustments (consisting of normal accruals) have been made that
are necessary to present fairly the financial position of the Company as of
March 31, 2008 and the results of its operations and its cash flows for the
three months then ended. The December 31, 2007 balance sheet has been
derived from the audited financial statements included in the Company’s Annual
Report on Form 10K.






The
statements and related notes have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations.








































































3







NRDC
ACQUISITION CORP.


(a
corporation in the development stage)




CONDENSED
BALANCE SHEET




(UNAUDITED)March
      31,
            
            
            December
      31,2008
            
            
            2007ASSETSCash
      & cash equivalents
            
            $
            1,853,999
            
            
            $
            198,570Investments
      held in trust
            
            
            396,070,622
            
            
            
            395,323,737Investments
      held in trust from underwriter
            
            
            14,490,000
            
            
            
            14,490,000Prepaid
      expenses
            
            
            87,924
            
            
            
            128,130Deferred
      tax asset
            
            
            350,264
            
            
            
            133,069Total
      assets
            
            $
            412,852,809
            
            
            $
            410,273,506LIABILITIES
      AND STOCKHOLDERS’ EQUITYAccounts
      Payable
            
            $
            -
            
            
            $
            26,310Income
      taxes payable
            
            
            2,306,426
            
            
            
            1,311,589Accrued
      expenses
            
            
            667,126
            
            
            
            369,961Accrued
      offering costs
            
            
            23,001
            
            
            
            69,000Deferred
      interest payable
            
            
            269,910
            
            
            
            -Deferred
      underwriting fee
            
            
            14,490,000
            
            
            
            14,490,000Total
      liabilities
            
            $
            17,756,463
            
            
            $
            16,266,860Common
      Stock, subject to possible conversion of 12,419,999 shares at conversion
      value
            
            $
            117,590,055
            
            
            $
            117,590,055Stockholders'
      equity:Preferred
      stock, $.0001 par value Authorized 5,000 shares; none issued and
      outstandingCommon
      stock. $.0001 par value Authorized 106,000,000 sharesIssued
      and outstanding 51,750,000 shares (which includes 12,419,999 shares
      subject to possibleconversion)
            
            
            5,175
            
            
            
            5,175Additional
      paid-in-capital
            
            
            274,677,214
            
            
            
            274,677,214Earnings
      accumulated during development stage
            
            
            2,823,902
            
            
            
            1,734,202Total
      stockholders’ equity
            
            $
            277,506,291
            
            
            $
            276,416,591Total
      liabilities and stockholders' equity
            
            $
            412,852,809
            
            
            $
            410,273,506









See
notes to unaudited condensed financial statements









4






NRDC
ACQUISITION CORP.
 (a
corporation in the development stage)
  CONDENSED
STATEMENT OF INCOME
  
 UNAUDITED
                  
                  
                  UNAUDITEDFor
      the three months ended March 31, 2008
                  
                  
                  July
      10, 2007 (inception) through March 31, 2008Interest
      Income
                  
                  $
                  2,277,492
                  
                  
                  $
                  5,636,515General
      & administrative expenses
                  
                  
                  410,150
                  
                  
                  
                  856,451Income
      before Provision for Income Taxes
                  
                  
                  1,867,342
                  
                  
                  
                  4,780,064Provision
      for Income Taxes
                  
                  
                  777,642
                  
                  
                  
                  1,956,162Net
      Income for the period
                  
                  $
                  1,089,700
                  
                  
                  $
                  2,823,902Weighted
      average shares outstandingBasic
      & diluted
                  
                  
                  51,750,000
                  
                  
                  
                  35,693,726Net
      Income per shareBasic
      & diluted
                  
                  $
                  0.02
                  
                  
                  $
                  0.08
   
   See
notes to unaudited condensed financial statements











5





NRDC
ACQUISITION CORP.


(a
corporation in the development stage)




CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY




For the period from
July 10, 2007 (inception) to March 31, 2008




Common
      StockShares
            
            Amount
            
            Additional
                paid-in
                capital
            
            Earnings
      accumulated during development stage
            
            Stockholders’
      EquityIssuance
      of units to Founders on July 13, 2007 at approximately $.002 per
      share
            10,350,000
            
            $1,035
            
            $              23,965
            
            $            —
            
            $    25,000Sale
      of Private Placement Warrants
            —
            
            —
            
            8,000,000
            
            
            
            8,000,000Sale
      of 41,400,000 units through public offering (net of underwriter’s discount
      and offering expenses) including 12,419,999 shares subject to possible
      conversion
            41,400,000
            
            4,140
            
            384,101,841
            
            
            
            384,105,981Proceeds
      subject to possible conversion
            
            
            
            
            (117,448,592)
            
            
            
            (117,448,592)Net
      Income
            
            
            
            
            
            
            1,734,202
            
            1,734,202Balance
      at December 31, 2007
            51,750,000
            
            $5,175
            
            $274,677,214
            
            $1,734,202
            
            $276,416,591UNAUDITEDNet
      Income
            
            
            
            
            
            
            1,089,700
            
            1,089,700Balance
      at March 31, 2008
            51,750,000
            
            $5,175
            
            $274,677,214
            
            $2,823,902
            
            $277,506,291









See
notes to unaudited condensed financial statements












6







NRDC
ACQUISITION CORP.
 (a
corporation in the development stage)
  CONDENSED
STATEMENT OF CASH FLOWS
   UNAUDITED
                
                
                UNAUDITEDFor
      the three months ended March 31, 2008
                
                
                July
      10, 2007 (inception) through March 31, 2008CASH
      FLOW FROM OPERATING ACTIVITIESNet
      income
                
                $
                1,089,700
                
                
                $
                2,823,902Changes
      in operating assets and liabilitiesPrepaid
      expenses
                
                
                40,206
                
                
                
                (87,924
                )Interest
      on investments held in trust
                
                
                (2,546,885
                )
                
                
                (5,903,741
                )Deferred
      tax asset
                
                
                (217,195
                )
                
                
                (350,264
                )Accounts
      payable
                
                
                (26,310
                )
                
                
                -Income
      taxes payable
                
                
                994,837
                
                
                
                2,306,426Deferred
      interest payable
                
                
                269,910
                
                
                
                269,910Accrued
      expenses
                
                
                297,165
                
                
                
                667,126Net
      cash used in operating activities
                
                
                (98,572
                )
                
                
                (274,565
                )CASH
      FLOW FROM INVESTING ACTIVITIESWithdrawal
      of funds from investments placed in trust
                
                
                1,800,000
                
                
                
                1,800,000Investments
      placed in trust
                
                
                -
                
                
                
                (406,456,881
                )Net
      cash provided by investing activities
                
                
                1,800,000
                
                
                
                (404,656,881
                )CASH
      FLOW FROM FINANCING ACTIVITIESProceeds
      from the sale of units to public
                
                
                -
                
                
                
                414,000,000Proceeds
      from private placement of warrants
                
                
                -
                
                
                
                8,000,000Proceeds
      from sale of units to Founders
                
                
                -
                
                
                
                25,000Proceeds
      from notes payable to affiliates of Founders
                
                
                -
                
                
                
                200,000Repayment
      of notes payable to affiliates of Founders
                
                
                -
                
                
                
                (200,000
                )Payment
      of offering costs
                
                
                (45,999
                )
                
                
                (15,239,555
                )Net
      cash provided by financing activities
                
                
                (45,999
                )
                
                
                406,785,445Net
      increase in cash
                
                
                1,655,429
                
                
                
                1,853,999Cash
      at beginning of period
                
                
                198,570
                
                
                
                -Cash
      at end of period
                
                $
                1,853,999
                
                
                $
                1,853,999Supplemental
      disclosure of non-cash financing activities:Accrual
      of offering costs
                
                $
                -
                
                
                $
                23,001Accrual
      of deferred underwriting fee
                
                $
                -
                
                
                $
                14,490,000
 See
notes to unaudited condensed financial statements









7





Notes
to Financial Statements




1.
Organization and Proposed Business Operations




Nature
of Operations




NRDC
Acquisition Corp. (the “Company”) is a blank check company incorporated on
July 10, 2007 for the purpose of effecting a merger, capital stock
exchange, stock purchase, asset acquisition or other similar business
combination with one or more existing operating businesses (“Business
Combination”).




At
March 31, 2008 the Company had not commenced any operations.  All
activity through March 31, 2008 relates solely to the Company’s formation,
a private placement (“Private Placement”) of its securities, the initial public
offering (“Public Offering” and, together with the Private Placement, the
“Offerings”) of its securities described below and the Company’s efforts to
identify a target business.




The financial statements at
March 31, 2008 and for the periods from inception to March 31, 2008
and the three months ended March 31, 2008 are unaudited. In the opinion of
management, all adjustments (consisting of normal adjustments) have been made
that are necessary to present fairly the financial position of the Company as of
March 31, 2008, the results of its operations and cash flows for the three
month period ended March 31, 2008 and for the period from July 10, 2007
(inception) through March 31, 2008.  Operating results for the interim
period presented are not necessarily indicative of the results to be expected
for the full year.




The
registration statement for the Company’s Offering (as described in Note 3) was
declared effective on October 17, 2007 (the “Effective Date”).  The
Company consummated the offering on October 23, 2007, and received net proceeds
of approximately $384,000,000 and also received $8,000,000 of proceeds from the
private placement (“the Private Placement”) sale of 8,000,000 insider warrants
to NRDC Capital Management, LLC (the “Sponsor”).  The warrants sold in
the Private Placement are identical to the warrants sold in the offering, but
the purchasers in the Private Placement have waived their rights to receive any
distributions upon liquidation in the event the Company does not complete a
Business Combination as described below.




The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of this Offering, although substantially all of
the net proceeds of this Offering are intended to be generally applied toward
consummating a Business Combination .  There is no assurance that the
Company will be able to successfully affect a Business Combination. Upon the
closing of the Offering and Private Placement, $406,456,881 including
$14,490,000 of the underwriters’ discounts and commissions as described in Note
3, is being held in a trust account (“Trust Account”) and invested in United
States “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940 having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940 until the earlier of (i) the consummation of its
first 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, providers of financing, prospective target businesses or other entities
it engages, execute agreements with the Company waving any right, title,
interest or claim of any kind in or to any monies held in the Trust Account,
there is no guarantee that they will execute such agreements.  NRDC
Capital Management, LLC and the Company’s executive officers have agreed that
they will be liable under certain circumstances to ensure that the proceeds in
the Trust Account are not reduced by the claims of target businesses or vendors,
providers of financing, service providers or other entities that are owed money
by the Company for services rendered to or contracted for or products sold to
the Company.  There can be no assurance that they will be able to
satisfy those obligations.  The net proceeds not held in the Trust
Account may be used to pay for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative
expenses.  Additionally, up to an aggregate of $2,700,000 of interest
earned on the Trust Account balance may be released to the Company to fund
working capital requirements and additional funds may be released to fund tax
obligations.









The following table reconciles the
amount of net proceeds from the Offering and the Private Placement in the Trust
Account to the balance at March 31, 2008:






8









Contribution
      to trust
            $406,456,881Interest
      income received
            5,903,741Withdrawals
      to fund tax payments
            (1,800,000)Total
      investments held in trust including underwriters discounts and commissions
      held in trust
            410,560,622Less:
      Underwriters discounts and commissions held in trust
            (14,490,000)Total
      investments held in trust
            $396,070,622












The
Company, after signing a definitive agreement for the acquisition of a target
business, is required to submit such transaction for stockholder
approval.  In the event that public stockholders owning 30% or more of
the shares sold in the Offering vote against the Business Combination and
exercise their conversion rights described below, the Business Combination will
not be consummated.  All of the Company’s stockholders prior to the
offering (“Founders”), have agreed to vote their founding shares of common stock
in accordance with the vote of the majority of the shares voted by all other
stockholders of the Company (“Public Stockholders”) with respect to any Business
Combination and in favor of an amendment to our certificate of incorporation to
provide for the Company’s perpetual existence.  In addition, our
Founders have agreed to vote all shares they acquire in the secondary market in
favor of the business combination and for such amendment.  After
consummation of a Business Combination, these voting safeguards will no longer
be applicable.







With respect to a Business Combination
which is approved and consummated, any Public Stockholder who voted against the
Business Combination may demand that the Company convert his or her
shares.  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, divided by the number of shares of common
stock held by Public Stockholders at the consummation of the
offering.  Accordingly, Public Stockholders holding 12,419,999 shares
sold in the Offering may seek conversion of their shares in the event of a
Business Combination.  Such Public Stockholders are entitled to
receive their per share interest in the Trust Account computed without regard to
the shares of common stock held by the Founders prior to the consummation of the
Offering.  Accordingly, a portion of the net proceeds from the
Offering (29.99% of the amount placed in the Trust Fund, including the deferred
portion of the Underwriters’ discount and commission) has been classified as
common stock subject to possible conversion and a portion (29.99%) of the
interest earned on the Trust Account, after deducting the amounts permitted to
be utilized for income tax obligations and working capital purposes, has been
recorded as deferred interest on the accompanying balance
sheets.  Pursuant to letter agreements our sponsor and directors have
waived their right to receive distributions with respect to their founding
shares upon the Company’s liquidation.









The
Company’s Certificate of Incorporation provides that the Company will continue
in existence only until 24 months from the effective date of the Offering,
October 17, 2007.  If the Company has not completed a Business
Combination by such date, its corporate existence will cease and it will
dissolve and liquidate for the purposes of winding up its affairs.  In
the event of liquidation, it is likely that the per share value of the residual
assets remaining available for distribution (including Trust Fund assets) will
be less than initial public offering price per share in the Offering (assuming
no value is attributed to the Warrants contained in the Units to be offered in
the Offering discussed in Note 3).









2.
Earnings Per Common Share




Earnings per share is computed by
dividing net income by the weighted-average number of shares of common stock
outstanding during the period.  The effect of the 41,400,000 warrants
issued in connection with the Offering and the









9










3.  Initial
Public Offering




On October 23, 2007, the Company sold
41,400,000 units (“Units”) in the Offering at a price of $10 per
unit.  Each Unit consists of one share of the Company’s common stock
and one Redeemable Common Stock Purchase Warrant (“Warrants”), including
5,400,000 units sold by the underwriters in their exercise of the full amount of
their over-allotment option.  Each Warrant will entitle the holder to
purchase from the Company one share of common stock at an exercise price of
$7.50 commencing the later of the completion of a Business Combination and 12
months from the effective date of the Offering and expiring four years from the
effective date of the Offering.  The Company may redeem all of the
Warrants, at a price of $.01 per Warrant upon 30 days’ notice while the Warrants
are exercisable, only in the event that the last sale price of the common stock
is a least $14.25 per share for any 20 trading days within a 30 trading day
period ending on the third day prior to the date on which notice of redemption
is given.  In accordance with the warrant agreement relating to the
warrants sold and issued in the Offering, the Company is only required to use
its best efforts to maintain the effectiveness of the registration statement
covering the Warrants.  The Company will not be obligated to deliver
securities, and there are no contractual penalties for failure to deliver
securities, if a registration statement is not effective at the time of
exercise.  Additionally, in the event that a registration is not
effective at the time of exercise, the holder of such Warrant shall not be
entitled to exercise such Warrant and in no event (whether in the case of a
registration statement not being effective or otherwise) will the Company be
required to net cash settle the warrant exercise.  Consequently, the
Warrants may expire unexercised and unredeemed.




In connection with the Offering, the
Company paid Banc of America Securities LLC, the underwriter of the Offering, an
underwriting discount of 7% of the gross proceeds of the Offering, of which 3.5%
of the gross proceeds ($14,490,000) will be held in the Trust Account and
payable only upon the consummation of a Business Combination, Banc of America
Securities LLC have waived their right to receive such payment upon the
Company’s liquidation if the Company is unable to complete a Business
Combination.




Simultaneously with the consummation of
the offering, the Company’s Sponsor purchased 8,000,000 warrants (“Private
Placement Warrants”) at a purchase price of $1.00 per warrant, in a private
placement.  The proceeds of $8,000,000 were placed in the Trust
Account.  The Private Placement Warrants are identical to the Warrants
underlying the units sold in the Offering except that the Private Placement
Warrants will be exercisable on a cashless basis as long as they are still held
by the initial purchasers.  The initial purchasers have agreed that
the Private Placement Warrants will not be sold or transferred by them until
after the completion of a Business Combination.  The purchase price of
the Private Placement Warrants approximated the fair value of such warrants at
their purchase date.




Our Sponsor will be entitled to make up
to three demands that we register the 10,350,000 shares of common stock (the
“Founder’s shares”), the 8,000,000 Private Placement warrants and the shares for
which they are exercisable, and the 2,000,000 co-investment shares and the
2,000,000 co-investment warrants and the shares of common stock for which they
are exercisable, pursuant to an agreement signed prior to the Effective
Date.  Our Sponsor may elect to exercise its registration rights at
any time beginning on the date three months prior to the expiration of the
applicable transfer restrictions.  The restricted transfer period for
the shares and the co-investment shares of common stock expires on the date that
is one year after the consummation of the initial Business Combination, and the
restricted transfer period for the Private Placement Warrants and the shares for
which they are exercisable expires on the consummation of our initial Business
Combination.  Our directors will have “piggy-back” registration rights
with respect to the shares of common stock that they own prior to the completion
of this offering, subject to the same limitations with respect to the transfer
restriction period.  In addition, our Sponsor and our directors each
have certain “piggy-back” registration rights with respect to the shares held by
them on registration statements filed by us on or subsequent to the expiration
of the applicable transfer restriction period and unlimited registration rights
with respect to a registration statement on Form S-3.  We will bear
the expenses incurred in connection with the filing of any registration
statement.  Pursuant to the registration rights agreement, our Sponsor
and our executive officers and directors will waive any claims to monetary
damages for any failure by us to comply with the requirements of the
registration rights agreement.






10




4.  Commitments




The Company has agreed to pay up to
$7,500 a month in total for office space and general and administrative services
to NRDC Capital Management, LLC.  Services commenced on the effective
date of the offering, October 17, 2007 and will terminate upon the earlier of
(i) the completion of the Business Combination, or (ii) the Company’s
liquidation.  For the three months ended March 31, 2008 and the period
from July 10, 2007 (inception) through March 31, 2008, the Company has incurred
$22,500 and  $38,951, respectively of expenses relating to this
agreement which is included in general/administrative services in the
accompanying Statements of Income.




NRDC Capital Management, LLC has agreed
to purchase from the Company an aggregate of 2,000,000 of its units at a price
of $10.00 per unit for an aggregate purchase price of $20,000,000 in a
transaction that will occur immediately prior to the consummation of our initial
Business Combination (the “Co-Investment”).  Each unit will consist of
one share of common stock and one warrant.




Pursuant to letter agreements our
sponsor and directors have waived their right to receive distributions with
respect to their founding shares upon the Company’s liquidation.




The Sponsor will be entitled to
registration rights with respect to their founding shares or Private Placement
Warrants (or underlying securities) pursuant to an agreement signed prior to the
Effective Date of the Offering.




5.
Recently Issued Accounting Standards




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







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




Forward-Looking
Statements




The
following discussion should be read in conjunction with our combined
consolidated financial statements and the notes thereto included elsewhere in
this Form 10-Q.




This
Form 10-Q contains forward-looking statements regarding the plans and
objectives of management for future operations. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of
these words or other variations on these words or comparable terminology. These
forward-looking statements are based on assumptions that may be incorrect, and
we cannot assure you that these projections included in these forward-looking
statements will come to pass. Our actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors.




We have
based the forward-looking statements included in this quarterly report on Form
10-Q on information available to us on the date of this quarterly report on
Form 10-Q, and we assume no obligation to update any such forward-looking
statements. Although we undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future
events or otherwise, you are advised to consult any additional disclosures that
we may make directly to you or through reports that we in the future may file
with the SEC, including annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K.






Overview




The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes and schedules thereto.








11




We were
formed on July 10, 2007 as a blank check company for the purpose of acquiring,
through a merger, stock exchange, asset acquisition, reorganization or similar
business combination, one or more operating businesses. We intend to use cash
derived from the net proceeds of our initial public offering, which was
consummated on October 23, 2007, and the exercise by the underwriters of their
over-allotment option, which closed on October 23, 2007, together with any
additional financing arrangements that we undertake, to effect a business
combination.




Through
March 31, 2008, our efforts have been limited to organizational activities and
activities relating to our initial public offering; we have neither engaged in
any operations nor generated any revenues. For the three months ended March 31,
2008, we earned $2,277,492 in interest income on the trust account and we had
accrued expenses and offering costs of approximately $690,127. In addition,
we had cash on hand of $1,853,999 at March 31, 2008.





Results
of Operations for the three month period ended March 31, 2008





Net
Income of $1,089,700 reported for the quarter ended March 31, 2008 consisted
primarily of interest income on the trust account of $2,277,492 offset by
$265,906 in expense for professional fees, $34,000 in AMEX listing fees, $40,206
in insurance expense, $70,038 in other expenses and $777,642 in income
tax.  At March 31, 2008, we had cash outside the trust account of
$1,853,999, prepaid expenses of $87,924, accounts payable and accrued expenses
of $667,126 and income taxes payable of $2,306,426.  Until we enter
into a business combination, we will not have revenues other than interest
income, and will continue to incur expenses relating to identifying a target
business to acquire.








Item 3.
Quantitative and Qualitative Disclosures about Market
Risk.




To date,
our efforts have been limited to organizational activities and activities
relating to our initial public offering and the identification of a target
business; we have neither engaged in any operations nor generated any revenues.
As the proceeds from our initial public offering held in trust have been
invested in short term investments, our only market risk exposure relates to
fluctuations in interest rates.




We have not engaged in any hedging
activities since our inception on July 10, 2007. We do not expect to engage in
any hedging activities with respect to the market risk to which we are
exposed.









Item 4. Controls and
Procedures.




As of
March 31, 2008, we, including our chief executive officer, who also serves as
our principal financial officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
our management, including the chief executive officer, concluded that our
disclosure controls and procedures were effective in timely alerting management,
including the chief executive officer, of material information about us required
to be included in periodic Securities and Exchange Commission filings. However,
in evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.















12


PART II – OTHER INFORMATION
  Item 1. Legal Proceedings.
  There is
no litigation currently pending or, to our knowledge, threatened against us or
any of our officers or directors in their capacity as such.
  Item 1A. Risk Factors.
 
 In addition to the other information
set forth in this report, you should carefully consider the factors discussed in
the section titled “Risk Factors” in our Form 10-K as filed with the Securities
and Exchange Commission dated April 4, 2008, which could materially affect our
business, financial condition or future results. There have been no material
updates or changes to such Risk Factors that are required to be disclosed in
this Item 1A.
 
 
 Item
2. Use of Proceeds from the Registered Offering and the Private
Placement
  On
October 23, 2007, we consummated a private placement of 8,000,000 warrants
with NRDC Capital Management, LLC, an entity owned and controlled by the
executive officers of the Company, and our initial public offering of 41,400,000
units, including 5,400,000 units pursuant to the underwriters’ over-allotment
option.  We received net proceeds of approximately $384,000,000 and
also received $8,000,000 of proceeds from the private placement sale of
8,000,000 insider warrants to NRDC Capital Management, LLC. Banc of America
Securities, LLC served as the sole bookrunning manager for our initial public
offering.  The securities sold in the Offering were registered under
the Securities Act of 1933 on a registration statement on Form S-1
(No. 333-144871).  The Securities and Exchange Commission
declared the registration statement effective on October 17,
2007.
  Substantially
all of the net proceeds of the Offering are intended to be generally applied
toward consummating a Business Combination with an operating
business.  There is no assurance that the Company will be able to
successfully affect a Business Combination.  Upon the closing of the
Offering and Private Placement, $406,456,881 including $14,490,000 of the
underwriters’ discounts and commissions was placed in a Trust Account and
invested in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940 until the
earlier of (i) the consummation of its first Business Combination and
(ii) liquidation of the Company.
  No
portion of the proceeds of the Offering were paid to directors, officers or
holders of 100% or more of any class of our equity securities or their
affiliates.
    13
 
 Item
6.           Exhibits
  Exhibit No.
              
              Description1.1
              
              
              Form
      of Underwriting Agreement(2)3.1
              
              
              Second
      Amended & Restated Certificate of Incorporation(3)3.2
              
              
              By-Laws(4)4.1
              
              
              Specimen
      Unit Certificate(2)4.2
              
              
              Specimen
      Common Stock Certificate(3)4.3
              
              
              Specimen
      Warrant Certificate(2)4.4
              
              
              Form
      of Warrant Agreement between Continental Stock Transfer &
      Trust Company and NRDC Acquisition Corp.(2)5.1
              
              
              Opinion
      of Sidley Austin LLP(2)10.1
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      NRDC Capital Management, LLC(2)10.2
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      William L. Mack(1)10.3
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Robert C. Baker(1)10.4
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Richard A. Baker(1)10.5
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Lee S. Neibart(1)10.6
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Michael J. Indiveri(2)10.7
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Edward H. Meyer(2)
  10.8
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Laura Pomerantz(2)10.9
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Vincent Tese(2)10.10
              
              
              Letter
      Agreement among NRDC Acquisition Corp., Banc of America Securities LLC and
      Ronald W. Tysoe(2)10.11
              
              
              Form
      of Investment Management Trust Agreement between Continental Stock
      Transfer & Trust Company and NRDC Acquisition Corp.(1)10.12
              
              
              Form
      of Letter Agreement between NRDC Capital Management, LLC and NRDC
      Acquisition Corp. regarding office space and administrative services(3)10.13
              
              
              Promissory
      Note issued by NRDC Acquisition Corp. to NRDC Capital Management, LLC(4)10.14
              
              
              Form
      of Registration Rights Agreement between NRDC Acquisition Corp. and NRDC
      Capital Management, LLC(2)10.15
              
              
              Subscription
      Agreement between NRDC Acquisition Corp. and NRDC Capital Management,
      LLC(4)10.16
              
              
              Private
      Placement Warrant Purchase Agreement between NRDC Acquisition Corp. and
      NRDC Capital Management, LLC(1)10.17
              
              
              Form
      of Right of First Offer Agreement among NRDC Acquisition Corp. and NRDC
      Capital Management, LLC, NRDC Real Estate Advisors, LLC, NRDC Equity
      Partners, William L. Mack, Robert C. Baker, Richard A. Baker, Lee S.
      Neibart, Michael J. Indiveri, Edward H. Meyer, Laura Pomerantz, Vincent
      Tese and Ronald W. Tysoe(2)10.18
              
              
              Co-investment
      Agreement between NRDC Acquisition Corp. and NRDC Capital Management,
      LLC(1)10.19
              
              
              Letter
      Agreement between NRDC Acquisition Corp. and Apollo Real Estate
      Advisors(1)14
              
              
              Code
      of Ethics(3)23.2
              
              
              Consent
      of Sidley Austin LLP (included in Exhibit 5.1)(2)
 31.1
                31.2
                32.1
              
              
              Section
      302 Certification of Chief Executive Officer
                Section
      302 Certification of Principal Financial Officer
                Section
      906 Certification of Chief Executive Officer
     14
   32.2
                99.1
                99.2
              
              
              Section
      906 Certification of Principal Financial Officer
                Audit
      Committee Charter(3)
                Nominating
      Committee Charter(3)
  ___________________
 (1)
              Incorporated
      by reference to NRDC Acquisition Corp.’s registration statement on
      Form S-1/A filed on October 17, 2007) (File No.
      333-144871).(2)
              Incorporated
      by reference to NRDC Acquisition Corp.’s registration statement on
      Form S-1/A filed on September 27, 2007 (File
      No. 333-144871).(3)
              Incorporated
      by reference to NRDC Acquisition Corp.’s registration statement on
      Form S-1/A filed on September 7, 2007 (File
      No. 333-144871).(4)
              Incorporated
      by reference to NRDC Acquisition Corp.’s registration statement on
      Form S-1 filed on July 26, 2007 (File
      No. 333-144871).
  
 15
 
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized
   Date:    May 13, 2008
                NRDC
      ACQUISITION CORP.By:
                /s/RICHARD
      A. BAKERRichard
      A. BakerChief
      Executive Officer
                  (Principal
      Financial Officer)