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, 2009.




 ̈
            
            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 xNon-accelerated
      filer o
              
              Smaller
      reporting company o(Do
      not check if a smaller reporting company)






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





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





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




















TABLE
OF CONTENTS






PagePART
      I – FINANCIAL INFORMATIONItem 1.
              
              Financial
      Statements
              
              3Condensed
      Balance Sheets as of March 31, 2009 (Unaudited) and December 31,
      2008
              
              4Condensed
      Statements of Operations (Unaudited) for the three months ended March 31,
      2009 and 2008 and for the cumulative period from July 10, 2007 (inception)
      through March 31, 2009
              
              5Condensed
      Statement of the Stockholders’ Equity (Unaudited) for the period from July
      10, 2007 (inception) through March 31, 2009
              
              6Condensed
      Statements of Cash Flows (Unaudited) for the three months ended March 31,
      2009 and 2008 and for the cumulative period from July 10, 2007 (inception)
      through March 31, 2009
              
              7Notes
      to Financial Statements
              
              8Item 2.
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              13Item 3.
              
              Quantitative
      and Qualitative Disclosures about Market Risk
              
              15Item 4.
              
              Controls
      and Procedures
              
              15PART
      II – OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings
              
              15Item 1A.
              
              Risk
      Factors
              
              15Item
      2.
              
              Use
      of Proceeds from the Registered Offering and the Private
      Placement
              
              16Item 6.
              
              Exhibits
              
              17SIGNATURES
              
              19












2


PART I – FINANCIAL INFORMATION




Item 1. Financial
Statements.




Basis
of Presentation


The
financial statements at March 31, 2009 and for the periods ended March 31, 2009
and 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, 2009
and the results of its operations and its cash flows for the three months then
ended. The December 31, 2008 balance sheet and the statement of
stockholders’ equity for the period from July 10, 2007 (inception) to December
31, 2007 and for the year ended December 31, 2008 have been derived from the
audited financial statements included in the Company’s Annual Report on Form
10-K. Operating results for the interim periods presented are not necessarily
indicative of the results to be expected for the full year.













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 SHEETS




(UNAUDITED)March
      31,
                                            
                                            
                                            December
      31,2009
                                            
                                            
                                            2008ASSETSCurrent
      assetsCash
      and cash equivalents
                                            
                                            $
                                            4,017
                                            
                                            
                                            $
                                            4,222Investments
      held in trust
                                            
                                            
                                            396,543,548
                                            
                                            
                                            
                                            396,804,576Investments
      held in trust from underwriter
                                            
                                            
                                            14,490,000
                                            
                                            
                                            
                                            14,490,000Income
      taxes receivable
                                            
                                            
                                            282,999
                                            
                                            
                                            
                                            366,153Prepaid
      expenses
                                            
                                            
                                            7,508
                                            
                                            
                                            
                                            47,254Total
      current assets
                                            
                                            
                                            411,328,072
                                            
                                            
                                            
                                            411,712,205Deferred
      tax asset
                                            
                                            
                                            738,491
                                            
                                            
                                            
                                            675,753Total
      assets
                                            
                                            $
                                            412,066,563
                                            
                                            
                                            $
                                            412,387,958LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesDue
      to related party
                                            
                                            $
                                            1,000
                                            
                                            
                                            $
                                            -Accrued
      expenses
                                            
                                            
                                            187,002
                                            
                                            
                                            
                                            272,684Deferred
      interest payable
                                            
                                            
                                            943,664
                                            
                                            
                                            
                                            960,648Deferred
      underwriting fee
                                            
                                            
                                            14,490,000
                                            
                                            
                                            
                                            14,490,000Total
      liabilities
                                            
                                            
                                            15,621,666
                                            
                                            
                                            
                                            15,723,332Common
      Stock, subject to possible conversion of 12,419,999 shares
                                            
                                            
                                            117,590,055
                                            
                                            
                                            
                                            117,590,055Stockholders'
      equity:Preferred
      stock, $.0001 par value Authorized 5,000 shares; none issued and
      outstanding
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock, $.0001 par value Authorized 106,000,000 sharesIssued
      and outstanding 51,750,000 shares (which includes 12,419,999 shares
      subject to possible conversion)
                                            
                                            
                                            5,175
                                            
                                            
                                            
                                            5,175Additional
      paid-in-capital
                                            
                                            
                                            274,697,319
                                            
                                            
                                            
                                            274,697,319Earnings
      accumulated during development stage
                                            
                                            
                                            4,152,348
                                            
                                            
                                            
                                            4,372,077Total
      stockholders’ equity
                                            
                                            
                                            278,854,842
                                            
                                            
                                            
                                            279,074,571Total
      liabilities and stockholders' equity
                                            
                                            $
                                            412,066,563
                                            
                                            
                                            $
                                            412,387,958









See
notes to unaudited condensed financial statements




4









NRDC
ACQUISITION CORP.


(a
corporation in the development stage)




CONDENSED
STATEMENTS OF OPERATIONS




UNAUDITED




For
      the three months ended March 31, 2009
              
              
              For
      the three months ended March 31, 2008
              
              
              July
      10, 2007 (inception) through March 31, 2009Interest
      income
              
              $
              73,506
              
              
              $
              2,277,492
              
              
              $
              8,995,604General
      and administrative expenses
              
              
              406,398
              
              
              
              599,035
              
              
              
              2,644,879(Loss)
      Income before Provision for Income Taxes
              
              
              (332,892
              )
              
              
              1,678,457
              
              
              
              6,350,725(Benefit)
      Provision for Income Taxes
              
              
              (113,163
              )
              
              
              588,757
              
              
              
              2,198,377Net
      (Loss) Income for the period
              
              $
              (219,729
              )
              
              $
              1,089,700
              
              
              $
              4,152,348Weighted
      average shares outstandingBasic
      and diluted
              
              
              51,750,000
              
              
              
              51,750,000
              
              
              
              45,025,796Net
      (Loss) Income per shareBasic
      and diluted
              
              $
              (0.00
              )
              
              $
              0.02
              
              
              $
              0.09














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, 2009






Common
      StockShares
              
              
              Amount
              
              
              Additional
                  paid-in
                  capital
              
              
              Earnings(Deficit)
      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
              
              
              
              384,243,304
              
              
              
              -
              
              
              
              384,247,444Proceeds
      subject to possible conversion
              
              
              -
              
              
              
              -
              
              
              
              (117,590,055
              )
              
              
              -
              
              
              
              (117,590,055
              )Net
      Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,734,202
              
              
              
              1,734,202Balance
      at December 31, 2007
              
              
              51,750,000
              
              
              $
              5,175
              
              
              $
              274,677,214
              
              
              $
              1,734,202
              
              
              $
              276,416,591Adjustment
      to expenses incurred in initial public offering
              
              
              -
              
              
              
              -
              
              
              
              20,105
              
              
              
              -
              
              
              
              20,105Net
      Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,637,875
              
              
              
              2,637,875Balance
      at December 31, 2008
              
              
              51,750,000
              
              
              $
              5,175
              
              
              $
              274,697,319
              
              
              $
              4,372,077
              
              
              $
              279,074,571UNAUDITEDNet
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (219,729
              )
              
              
              (219,729
              )Balance
      at March 31, 2009
              
              
              51,750,000
              
              
              $
              5,175
              
              
              $
              274,697,319
              
              
              $
              4,152,348
              
              
              $
              278,854,842









See
notes to unaudited condensed financial statements









6


NRDC
ACQUISITION CORP.


(a
corporation in the development stage)




CONDENSED STATEMENTS OF CASH
FLOWS


UNAUDITED






For
      the three months ended March 31, 2009
              
              
              For
      the three months ended March 31, 2008
              
              
              For
      the cumulative period from July 10, 2007 (inception) through March 31,
      2009CASH
      FLOW FROM OPERATING ACTIVITIESNet
      (loss) income
              
              $
              (219,729
              )
              
              $
              1,089,700
              
              
              $
              4,152,348Changes
      in operating assets and liabilitiesPrepaid
      expenses
              
              
              39,746
              
              
              
              40,206
              
              
              
              (7,508
              )Interest
      on investments held in trust
              
              
              (56,522
              )
              
              
              (2,546,885
              )
              
              
              (9,936,332
              )Income
      taxes receivable
              
              
              83,154
              
              
              
              -
              
              
              
              (282,999
              )Deferred
      tax asset
              
              
              (62,738
              )
              
              
              (217,195
              )
              
              
              (738,491
              )Accounts
      payable
              
              
              -
              
              
              
              (26,310
              )
              
              
              -Due
      to related party
              
              
              1,000
              
              
              
              -
              
              
              
              1,000Income
      taxes payable
              
              
              -
              
              
              
              994,837
              
              
              
              -Deferred
      interest payable
              
              
              (16,984
              )
              
              
              269,910
              
              
              
              943,664Accrued
      expenses
              
              
              (85,682
              )
              
              
              297,165
              
              
              
              187,002Net
      cash used in operating activities
              
              
              (317,755
              )
              
              
              (98,572
              )
              
              
              (5,681,316
              )CASH
      FLOW FROM INVESTING ACTIVITIESWithdrawal
      of funds from investments placed in trust
              
              
              317,550
              
              
              
              1,800,000
              
              
              
              5,359,665Investments
      placed in trust
              
              
              -
              
              
              
              -
              
              
              
              (406,456,881
              )Net
      cash provided by (used in) investing activities
              
              
              317,550
              
              
              
              1,800,000
              
              
              
              (401,097,216
              )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
              )
              
              
              (15,242,451
              )Net
      cash (used in) provided by financing activities
              
              
              -
              
              
              
              (45,999
              )
              
              
              406,782,549Net
      (decrease) increase in cash
              
              
              (205
              )
              
              
              1,655,429
              
              
              
              4,017Cash
      at beginning of period
              
              
              4,222
              
              
              
              198,570
              
              
              
              -Cash
      at end of period
              
              $
              4,017
              
              
              $
              1,853,999
              
              
              $
              4,017Supplemental
      disclosure of non-cash financing activities:Accrual
      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”).




All
activity from the Company’s inception through March 31, 2009 relates solely to
the Company’s formation, a private placement of its securities, the initial
public offering (“Public Offering”) of its securities described below and the
Company’s efforts to identify a target business.




The
financial statements at March 31, 2009 and for the three months ended March
31, 2009 and 2008 and the period from July 10, 2007 (inception) to
March 31, 2009 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, 2009, the results
of its operations and cash flows for the three month periods ended March 31,
2009 and 2008, and the period from July 10, 2007 (inception) through March 31,
2009.




The
registration statement for the Company’s Offering (as described in Note 4) 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 sale (“the Private Placement” and collectively with the Public
Offering, the “Offerings”) 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 Public 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 from the Offerings, although substantially all
of the net proceeds from the Offerings 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 Offerings, $406,456,881 including $14,490,000 of the
underwriters’ discounts and commissions as described in Note 4, was deposited 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 initial Business
Combination and (ii) liquidation of the Company. The deposit 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 waiving any right, title, interest
or claim of any kind in or to any monies held in the Trust Account, there is no
guarantee that such parties will execute such waiver agreements or that such
agreements will be enforceable.  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.









8


The
following table reconciles the amount of net proceeds from the Offerings in the
Trust Account to the balance at March 31, 2009:









Contribution
      to trust
                  
                  $
                  406,456,881Interest
      income received
                  
                  
                  9,936,332Withdrawals
      for working capital purposes
                  
                  
                  (984,521
                  )Withdrawals
      to fund tax payments
                  
                  
                  (4,375,144
                  )Total
      investments held in trust including underwriters discounts and commissions
      held in trust
                  
                  
                  411,033,548Less:
      Underwriters discounts and commissions held in trust
                  
                  
                  (14,490,000
                  )Total
      investments held in trust
                  
                  $
                  396,543,548







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 Public 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 on deposit 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 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.




9


The
Company’s Certificate of Incorporation provides that the Company will continue
in existence only until October 23, 2009.  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. This factor raises substantial doubt about the Company’s ability to
continue as a going concern. The financial statements do not include any
adjustment that may result from the outcome of this uncertainty. 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 sold in the Public Offering
(assuming no value is attributed to the Warrants contained in the Units to be
offered in the Public Offering discussed in Note 4 to our financial
statements).




2.
Earnings (Loss) Per Common Share




Earnings
(loss) per share for any period 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 Public Offering and the 8,000,000 outstanding warrants issued in
connection with the Private Placement has not been considered in diluted income
per share calculations since such warrants are contingently
exercisable.




3.
Concentration of Credit Risk




Financial
instruments that potentially subject us to a significant concentration of credit
risk consist primarily of cash and investments held in the Trust Account. We may
maintain deposits in federally insured financial institutions in excess of
federally insured limits. However, our management believes we are not exposed to
significant credit risk due to the financial position of the depository
institutions in which those deposits are held.




4.  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 registration statement
covering the Units (the Effective Date.  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 Public 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 Public Offering, the Company paid Banc of America Securities
LLC, the underwriter of the Public 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 and 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 Public 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




10


or
transferred by them until after the completion of the initial Business
Combination.  The purchase price of the Private Placement Warrants
approximated the fair value of such warrants at then 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.




5.  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, 2009 and 2008 and the period from July 10, 2007
(inception) through March 31, 2009, the Company has incurred $22,500, $22,500
and  $128,951, respectively of expenses relating to this agreement
which is included in general/administrative services in the accompanying
Statements of Operations.




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.




These
co-investment units will be identical to the units sold in the offering except
that the common stock and the warrants included in the co-investment units, and
the common stock issuable upon exercise of those warrants, with certain limited
exceptions, may not be transferred or sold for one year after the consummation
of our initial business combination. Additionally, the warrants included in the
co-investment units are (1) exercisable only after the date on which the last
sales price of our common stock on the NYSE Alternext U.S., or other national
securities exchange on which our common stock may be traded, equals or exceeds
$14.25 per share for any 20 trading days within any 30-trading-day period
beginning at least 90 calendar days after the consummation of our initial
business combination, (2) exercisable on a cashless basis so long as they are
held by the original purchaser or its permitted transferees and (3) not subject
to redemption by us.




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.




TheSponsor 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.




6.
Recently Issued Accounting Standards




In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business
Combinations (“SFAS 141R”) which establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree.  SFAS 141R also provides
guidance for recognizing and




11


measuring
the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141R was adopted January 1, 2009 and will have an impact to the Company for any
acquisitions on or after January 1, 2009.




In
December 2007, the FASB released SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (“SFAS 160”), which
establishes accounting and reporting standards for the ownership interests in
subsidiaries held by parties other than the parent and for the deconsolidation
of a subsidiary.  SFAS 160 also establishes disclosure requirements
that clearly identify and distinguish between the interest of the parent and the
interests of the non-controlling owners. SFAS 160 was adopted January 1,
2009.  SFAS 160 may have a material impact to the Company for any
acquisitions on or after January 1, 2009.




In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”), which defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements.  SFAS 157 does not require
any new fair value measurements; rather, it applies under other accounting
pronouncements that require or permit fair value measurements.  The
provisions of SFAS 157 are to be applied prospectively as of the beginning of
the fiscal year in which it is initially applied, with any transition adjustment
recognized as a cumulative-effect adjustment to the opening balance of retained
earnings.  The provisions of SFAS 157 are effective for fiscal years
beginning after November 15, 2007.  The Company adopted the provisions
of SFAS 157 for the fiscal year beginning January 1, 2008, except for
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis for
which delayed application was permitted until the Company’s fiscal year
beginning January 1, 2009.  The Company’s adoption of the remaining
provisions of SFAS 157 on January 1, 2009 did not have a material effect on the
Company’s financial statements.




In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 provides guidance on how to determine if certain
instruments or embedded features are considered indexed to our own stock,
including instruments similar to our convertible notes and warrants to purchase
our stock.  EITF 07-5 requires companies to use a two-step approach to
evaluate an instrument’s contingent exercise provisions and settlement
provisions in determining whether the instrument is considered to be indexed to
its own stock and exempt from the application of SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”.  Although EITF 07-5 is
effective for fiscal years beginning after December 15, 2008, any outstanding
instrument at the date of adoption will require a retrospective application of
the accounting through a cumulative effect adjustment to retained earnings upon
adoption.  The adoption of EITF 07-5 did not have a significant impact
on the Company’s financial statements.




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




7.
Income Taxes




During
the three months ended March 31, 2009 the Company paid $30,000 related to New
York State tax expense and estimated tax payments.




8.Reclassifications




Certain
reclassifications have been made to the financial statements for the three
months ended March 31, 2009 in order to conform with the current period
presentation.




9. Fair value of Financial
Instruments—The
following methods and assumptions are used to estimate the fair value of each
class of financial instruments for which it is practical to
estimate.




The fair
value of the Company’s assets and liabilities that qualify as financial
instruments under SFAS No. 107 “Disclosures about Fair Value of Financial
Instrument,” approximate their carrying amounts presented in the balance
sheet




12


at March
31, 2009 and December 31, 2008, respectively.  The following methods and
assumptions are used to estimate the fair value of each class of financial
instruments for which it is practical to estimate:




Investment in Treasury
Bills—This investment is considered a trading security.  The
investment is carried at market value, which approximates cost plus accrued
interest.




Pursuant
to the provisions as prescribed in SFAS 157, the Company categorizes its
financial instruments into a three-level hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value into three broad
levels.  The fair value hierarchy gives the highest priority to quoted
prices in active markets for identical assets or liabilities (Level 1) and the
lowest priority to unobservable inputs (Level 3).  If the inputs used
to measure fair value fall within different levels of the hierarchy, the
category level is based on the lowest priority level input that is significant
to the fair value measurement of the instrument.





Financial
assets recorded at fair value on the Company’s consolidated balance sheets are
categorized as follows:





Level 1:
Unadjusted quoted prices for identical assets in an active market.





Level 2:
Quoted prices in markets that are not active or inputs that are observable
either directly or indirectly for substantially the full term of the
asset.  Level 2 inputs include the following:




·
            Quoted
      prices for similar assets in active
markets,





·
            Quoted
      prices for identical or similar assets in non-active
    markets,





·
            Inputs
      other than quoted market prices that are observable,
  and





·
            Inputs
      that are derived principally from or corroborated by observable market
      data through correlation or other
means.





Level 3:
Prices or valuation techniques that require inputs that are both unobservable
and significant to the overall fair value measurement.  They reflect
management’s own assumptions about the assumptions a market participant would
use in pricing the asset.





The
following table presents the Company’s hierarchy for its financial instruments
measured at fair value on a recurring basis as of March 31, 2009:





Level 1
              
              
              Level 2
              
              
              Level 3
              
              
              TotalInvestment
      in Treasury bills held in trust
              
              $
              396,543,548
              
              
              
              —
              
              
              
              —
              
              
              $
              396,543,548Investments
      held in trust from underwriter
              
              $
              14,490,000
              
              
              
              —
              
              
              
              —
              
              
              $
              14,490,000Total
      assets measured at fair value on a recurring basis
              
              $
              411,033,548
              
              
              
              —
              
              
              
              —
              
              
              $
              411,033,548










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


13


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.





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 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, 2009, 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,
2009, we earned $73,506 in interest income on the trust account inclusive of
interest income of $16,984 previously deferred and we had accrued expenses of
$187,002. In addition, we had cash on hand of $4,017 at March 31,
2009.





Results
of Operations for the three month period ended March 31, 2009





Net loss
of ($219,729) reported for the quarter ended March 31, 2009 consisted primarily
of interest income on the trust account of $73,506 offset by $104,506 in expense
for professional fees, $39,747 in insurance expense, $262,145 in other expenses
and an income tax benefit of ($113,163).  Interest income decreased
for the three month period ended March 31, 2009 from the three month period
ended March 31, 2008 due to declining interest rates in late 2008 and early
2009. Professional fees decreased in the first quarter of 2009 from the first
quarter of 2008 as increased due diligence work was completed in the first
quarter of 2008. At March 31, 2009, we had cash outside the Trust Account of
$4,017, prepaid expenses of $7,508, income taxes receivable of $282,999, and
accrued expenses of $187,002.








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





Net
Income of $1,089,700 reported for the three months 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 listing fees, $40,207
in insurance expense, $258,922 in other expenses and $588,757 in income
tax.  At March 31, 2008, we had cash outside the Trust Account of
$1,853,999, prepaid expenses of $87,924, income taxes payable of $2,306,426 and
accounts payable and accrued expenses of $667,126.





14


Results
of Operations for the period from July 10, 2007 (inception) through March 31,
2009





Net
Income of $4,152,348 reported for the period from July 10, 2007 (inception)
through March 31, 2009 consisted primarily of interest income on the trust
account of $8,995,604 offset by $785,042 in expense for professional fees,
$34,499 in listing fees, $235,017 in insurance expense, $1,590,321 in other
expenses and $2,198,377 in income tax.  At March 31, 2009, we had cash
outside the Trust Account of $4,017, prepaid expenses of $7,508, income taxes
receivable of $282,999 and accounts payable and accrued expenses of
$187,002.





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, 2009, 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.









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 March 13, 2009,
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.




15


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 Public 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 Offerings 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
Public 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 initial Business Combination and
(ii) liquidation of the Company.




No
portion of the proceeds of the Offerings were paid to directors, officers or
holders of 10% or more of any class of our equity securities or their
affiliates.




16


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
              
              Certification
      of Principal Executive Officer   17
  31.2
              
              Certification
      of Principal Financial Officer32.1
              
              Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section
      135032.2
              
              Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section
      135099.1
              
              Audit
      Committee Charter(3)99.2
              
              Nominating
      Committee Charter(3)






___________________


(1)
            Incorporated
      by reference to NRDC Acquisition Corp.’s registration statement on
      Form S-1/A filed on October 10, 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).




18







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
7,
2009                                                NRDC
ACQUISITION CORP.






By:
              /s/ RICHARD A. BAKER


Richard
      A. Baker


Chief
      Executive Officer


(Principal
      Financial Officer)




19