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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K





(Mark One)

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

For the fiscal year ended December 31, 2007

OR



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

COMMISSION FILE NUMBER: 1-32983





MARATHON ACQUISITION CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)







|                                                         |  |                                  
|-------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                 |  | 20-4813290                       
|(STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (IRS EMPLOYER IDENTIFICATION NO.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|500 PARK AVENUE, 5THFLOOR NEW YORK, NEW YORK |  | 10022     
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)      |  | (ZIP CODE)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 993-1670





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each
class

Common Stock, par value $0.0001 per share

Warrants, each exercisable for one share of Common Stock

Units, each consisting of one share of
Common Stock and one Warrant

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES   ̈    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    YES   ̈    NO  x

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
periods as 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 if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (check one)



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

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

The aggregate market value of the voting or non-voting equity held by non-affiliates of the registrant computed by reference to the closing sales price for the registrants common stock on June 29, 2007 of
$7.88, as reported on the American Stock Exchange, was approximately $311,478,913 million. In determining the market value of the voting or non-voting equity held by non-affiliates, securities of the registrant beneficially owned by directors and
officers of the registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrants common stock outstanding as of March 13, 2008 was 49,410,850.









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TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | Page
|PART I     |  | 1                                                                                                           
|ITEM 1.    |  | BUSINESS                                                                                                     |  | 1   
|ITEM 1A.   |  | RISK FACTORS                                                                                                 |  | 13  
|ITEM 1B.   |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 26  
|ITEM 2.    |  | PROPERTIES                                                                                                   |  | 26  
|ITEM 3.    |  | LEGAL PROCEEDINGS                                                                                            |  | 26  
|ITEM 4.    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 26  
|           | 
|PART II    |  | 27                                                                                                          
|ITEM 5.    |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 27  
|ITEM 6.    |  | SELECTED FINANCIAL DATA                                                                                      |  | 30  
|ITEM 7.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 32  
|ITEM 7A.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                    |  | 36  
|ITEM 8.    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 37  
|ITEM 9.    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 49  
|ITEM 9A.   |  | CONTROLS AND PROCEDURES                                                                                      |  | 50  
|ITEM 9B.   |  | OTHER INFORMATION                                                                                            |  | 50  
|           | 
|PART III   |  | 51                                                                                                          
|ITEM 10.   |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 51  
|ITEM 11.   |  | EXECUTIVE COMPENSATION                                                                                       |  | 56  
|ITEM 12.   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 56  
|ITEM 13.   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 58  
|ITEM 14.   |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                       |  | 61  
|           | 
|PART IV    |  | 63                                                                                                          
|ITEM 15.   |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                      |  | 63  
|           | 
|SIGNATURES |  | 65                                                                                                          



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PART I



|Item 1. | Business
|------- | --------

Introduction

We were formed on April 27, 2006 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.

On August 30, 2006, we consummated our initial
public offering of 37,500,000 units, each consisting of one share of common stock and one warrant exercisable for an additional share of common stock, and received proceeds of approximately $279,000,000, net of underwriting discounts and commissions
of approximately $21,000,000 (including approximately $6,000,000 of deferred underwriting discounts and commissions placed in a trust account pending completion of a business combination). In addition, on September 22, 2006 the underwriters for
our initial public offering exercised their over-allotment option, which closed on September 27, 2006, generating proceeds of approximately $18,867,000, net of underwriting discounts and commissions of approximately $1,420,000 (including
approximately $400,000 of deferred underwriting discounts and commissions placed in a trust account pending completion of a business combination). On August 30, 2006, we also consummated a private placement of warrants, which we refer to as the
sponsor warrants, to Marathon Investors, LLC, an entity owned and controlled by our chief executive officer for an aggregate purchase price of $5.5 million.

Approximately $308.8 million of the proceeds of our initial public offering and the concurrent sale of the sponsor warrants (including deferred underwriting discounts and commissions of approximately $6.4 million) was
placed in a trust account subsequent to completion of our initial public offering. Our initial business combination must be with a target business or businesses with a fair market value of at least 80% of the balance in the trust account at the time
of such business combination (excluding deferred underwriting discounts and commissions of approximately $6.4 million payable upon consummation of a business combination to the underwriters for our initial public offering).

Our efforts in identifying a prospective target business will not be limited to a particular industry. Instead, we intend to focus on industries and
target businesses that may provide significant opportunities for growth.

Business Strategy

We have identified the following criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these
criteria and guidelines in evaluating acquisition opportunities. However, we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.



| |  |  | Established companies with positive cash flow. We will seek to acquire established companies with sound historical financial performance. We will
typically focus on companies with a history of profitability on an operating cash flow basis and that generate a minimum annual EBITDA (Earnings Before Interest, Taxes, Depreciation and Expenses) of $50 million to $250 million. We do not
intend to acquire start-up companies, companies with speculative business plans or companies that are excessively leveraged.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Strong competitive position in industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. The
factors we will consider include product quality, customer loyalty, cost impediments associated with customers switching to competitors, patent protection, brand positioning and capitalization. We will seek to acquire businesses that have developed
leading positions within their respective markets, are well positioned to capitalize on growth opportunities and operate businesses or in industries with significant barriers to entry. We will seek to acquire businesses
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | that demonstrate advantages when compared to their competitors, which may help to protect their market position and profitability.
| | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Experienced management team. We will seek to acquire businesses that have experienced management teams with a proven track record for delivering
top line growth and bottom line profits through strategic business management and effective team building.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Diversified customer and supplier base. We will seek to acquire businesses that have a diversified customer and supplier base. Companies with a
diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Competitive Advantages

We believe that we have the following competitive advantages over other entities with business objectives similar to ours:



| |  |  | Management Expertise. Mr. Gross, our chairman and chief executive officer, has extensive
experience in identifying, negotiating and structuring acquisitions of, and investments in, businesses. He has over 20 years of experience in the private equity, distressed debt and mezzanine lending businesses and has been involved in
originating, structuring, negotiating, consummating and managing private equity, distressed debt and mezzanine lending transactions. He is a founder and a former senior partner of Apollo Management, L.P., a leading private equity firm. Since its
inception through June 30th, 2006, Apollo Management, L.P. has invested more than $13 billion in over 150 companies in the United States and
Western Europe. During his tenure at Apollo Management, L.P., Mr. Gross was a member of the investment committee that was responsible for overseeing such investments.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Prior to joining our company, Mr. Gross was the president, executive officer and chairman of
Apollo Investment Corporation, a publicly traded business development company that he founded. Apollo Investment Corporation invests primarily in middle-market companies in the form of mezzanine and senior secured loans as well as by making direct
equity investments in such companies. Under his management, Apollo Investment Corporation raised approximately $930 million in gross proceeds in an initial public offering in April 2004 and invested approximately $2 billion in over 60 companies in
conjunction with 50 different private equity sponsors through June 30th, 2006.

Mr. Gross was also the managing partner of Apollo Distressed Investment Fund, L.P., an investment fund he founded in 2003 to invest principally in
debt and other securities of leveraged companies. Since July 2006, Mr. Gross has been co-chairman of the investment committee of Magnetar Financial LLC, an investment manager that invests primarily in equity and debt securities in the public
market, and a senior partner in Magnetar Capital Partners LP, the holding company for Magnetar Financial LLC. In such capacities, Mr. Gross heads Magnetar Financial LLCs credit and private investment business, which focuses primarily on
debt securities. In addition, Since March 2007, Mr. Gross has served as the chairman, chief executive officer and managing member of Solar Capital, LLC, a newly organized externally managed finance company focusing on debt and equity
investments in leveraged companies, including middle-market companies. He also currently serves on the boards of directors of two public companies, and in the past has served on the boards of directors of more than 20 public and private companies.



| |  |  | Established deal sourcing network. Mr. Gross has developed an extensive network of private equity sponsor relationships over the last
20 years. Such relationships are an outgrowth of Mr. Gross many years of private equity investing, demonstrated ability to provide customized financing solutions in a responsive and efficient manner to private equity sponsors in
connection with their proposed investments and reputation within the private equity sponsor community. In addition, as described above, Mr. Gross is affiliated with Magnetar Financial LLC, whose investment professionals have numerous contacts
within the investment, commercial banking, private equity and investment
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | management communities. We believe that Mr. Gross personal relationships with private equity sponsors and his roles with both Magnetar Financial
LLC and Solar Capital LLC, as well as his relationships with public and private companies, investment bankers, attorneys and accountants, will provide us with significant business acquisition opportunities.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Disciplined Acquisition Approach. Mr. Gross will use the same disciplined approach in acquiring target businesses on our behalf as he used
in connection with his private equity investing. Accordingly, we will seek to reduce the risks posed by the acquisition of a target business by:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | focusing on companies with leading market positions and strong cash flow;
| | - |  | -------------------------------------------------------------------------



| |  |  | engaging in extensive due diligence from the perspective of a long-term investor; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | investing at low price to cash flow multiples.
| | - |  | ----------------------------------------------

Effecting a Business Combination

General

We intend to utilize the cash proceeds of our initial public offering and the concurrent private placement of sponsor warrants, our capital stock, debt or
a combination of these as the consideration to be paid in a business combination. While substantially all of the net proceeds of our initial public offering and the concurrent private placement of sponsor warrants are allocated to completing a
business combination, the proceeds are not otherwise designated for more specific purposes, other than as discussed below. If we engage in a business combination with a target business using our capital stock and/or debt financing as the
consideration to fund the combination, proceeds from our initial public offering and the concurrent private placement of sponsor warrants will then be used to undertake additional acquisitions or to fund the operations of the target business on a
post-combination basis. We may engage in a business combination with a company that does not require significant additional capital but is seeking a public trading market for its shares, and which wants to merge with an already public company to
avoid the uncertainties associated with undertaking its own public offering. These uncertainties include time delays, compliance and governance issues, significant expense, a possible loss of voting control, and the risk that market conditions will
not be favorable for an initial public offering at the time the offering is ready to be sold. We may seek to effect a business combination with more than one target business, although our limited resources may serve as a practical limitation on our
ability to do so.

Prior to completion of a business combination, we will seek to have all vendors, prospective target businesses or other
entities, which we refer to as potential contracted parties or a potential contracted party, that we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account established
in connection with our initial public offering for the benefit of our public stockholders. In the event that a potential contracted party were to refuse to execute such a waiver, we will execute an agreement with that entity only if our management
first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to
execute a waiver would be the engagement of a third party consultant whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management
does not believe it would be able to find a provider of required services willing to provide the waiver. If a potential contracted party refuses to execute such a waiver, then Mr. Gross will be personally liable to cover the potential claims
made by such party for services rendered and goods sold, in each case to us, but only if, and to the extent, that the claims would otherwise reduce the trust account proceeds payable to our public stockholders in the event of a liquidation. However,
if a potential contracted party executes a waiver, then Mr. Gross will have no personal liability as to any claimed amounts owed to a contracted party.

Subject to the requirement that a target business or businesses have a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of approximately
$6.4 million) at the time of our initial business combination, we have virtually unrestricted flexibility in identifying



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and selecting one or more prospective target businesses. Although our management will assess the risks inherent in a particular target business with which we
may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely impact a target business.

Sources of target businesses

We anticipate that target businesses may be brought to our attention from various unaffiliated parties such as investment banking firms, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds and similar sources. We may also identify a target business through managements contacts within the private equity industry. While Mr. Gross is not committed to
spending full-time on our business and our directors have no commitment to spend any time in identifying or performing due diligence on potential target businesses, our management team believes that the relationships they have developed over their
careers in the private equity industry may generate a number of potential target businesses that will warrant further investigation.

We
may pay fees or compensation to third parties for their efforts in introducing us to potential target businesses. Such payments are typically, although not always, calculated as a percentage of the dollar value of the transaction. We have not
anticipated use of a particular percentage fee, but instead will seek to negotiate the smallest reasonable percentage fee consistent with the attractiveness of the opportunity and the alternatives, if any, that are then available to us. We may make
such payments to entities we engage for this purpose or entities that approach us on an unsolicited basis. Payment of finders fees is customarily tied to completion of a transaction and certainly would be tied to a completed transaction in the
case of an unsolicited proposal. Although it is possible that we may pay finders fees in the case of an uncompleted transaction, we consider this possibility to be extremely remote. In no event will we pay any member of our management team any
finders fee or other compensation for services rendered to us in connection with the consummation of a business combination. In addition, members of our management team will not receive any finders fee, consulting fees or any similar
fees from any person or entity in connection with any business combination involving us other than any compensation or fees that may be received for any services provided following such business combination.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a fair market value that is at least 80% of the
balance in the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million) at the time of such business combination, our management will have virtually unrestricted flexibility in identifying and selecting
a prospective target business.

In evaluating a prospective target business, our management will primarily consider the criteria and
guidelines set forth above under the caption BusinessBusiness Strategy. In addition, our management will consider, among other factors, the following:



| |  |  | financial condition and results of operations;
| | - |  | ----------------------------------------------



| |  |  | growth potential;
| | - |  | -----------------



| |  |  | brand recognition and potential;
| | - |  | --------------------------------



| |  |  | experience and skill of management and availability of additional personnel;
| | - |  | ----------------------------------------------------------------------------



| |  |  | capital requirements;
| | - |  | ---------------------



| |  |  | stage of development of the business and its products or services
| | - |  | -----------------------------------------------------------------



| |  |  | existing distribution arrangements and the potential for expansion;
| | - |  | -------------------------------------------------------------------



| |  |  | degree of current or potential market acceptance of the products or services;
| | - |  | -----------------------------------------------------------------------------



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| |  |  | proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | impact of regulation on the business;
| | - |  | -------------------------------------



| |  |  | seasonal sales fluctuations and the ability to offset these fluctuations through other business combinations, introduction of new products, or product line
extensions; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | costs associated with effecting the business combination.
| | - |  | ---------------------------------------------------------

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations
deemed relevant by our management to our business objective. In evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and
employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as review of financial and other information which will be made available to us.

The time required to select and evaluate a target business and to structure and complete the business combination, and the costs associated with this
process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or
in connection with a business combination.

Fair market value of target business or businesses

The initial target business or businesses with which we combine must have a collective fair market value equal to at least 80% of the balance in the trust
account (excluding deferred underwriting discounts and commissions of approximately $6.4 million) at the time of such business combination. Notwithstanding such fact, we may seek to consummate a business combination with an initial target business
or businesses with a collective fair market value in excess of 80% of the balance in the trust account. However, we would likely need to obtain additional financing to consummate such a business combination and have not taken any steps to obtain any
such financing.

In contrast to many other companies with business plans similar to ours that must combine with one or more target
businesses that have a fair market value equal to 80% or more of the acquirors net assets, we will not combine with a target business or businesses unless the fair market value of such entity or entities meets a minimum valuation threshold of
80% of the amount in the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million). We have used this criterion to provide investors and our management team with greater certainty as to the fair market
value that a target business or businesses must have in order to qualify for a business combination with us. The determination of net assets requires an acquiror to have deducted all liabilities from total assets to arrive at the balance of net
assets. Given the on-going nature of legal, accounting, stockholder meeting and other expenses that will be incurred immediately before and at the time of a business combination, the balance of an acquirors total liabilities may be difficult
to ascertain at a particular point in time with a high degree of certainty. Accordingly, we have determined to use the valuation threshold of 80% of the amount in the trust account (excluding deferred underwriting discounts and commissions of
approximately $6.4 million) for the fair market value of the target business or businesses with which we combine so that our management team will have greater certainty when selecting, and our investors will have greater certainty when voting to
approve or disapprove a proposed combination with, a target business or businesses that will meet the minimum valuation criterion for our initial business combination.

The fair market value of a target business or businesses will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, the values
of comparable businesses, earnings and cash flow, and book value. If our board is not able to independently



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determine that the target business has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated,
independent investment banking firm which is a member of the National Association of Securities Dealers, Inc. with respect to the satisfaction of such criterion. We expect that any such opinion would be included in our proxy soliciting materials
furnished to our stockholders in connection with a business combination, and that such independent investment banking firm will be a consenting expert. We will not be required to obtain an opinion from an investment banking firm as to the fair
market value of the business if our board of directors independently determines that the target business or businesses has sufficient fair market value to meet the threshold criterion.

Lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with one or more target businesses whose collective fair market value is at least equal to 80% of the balance in
the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million) at the time of such business combination, as discussed above. Consequently, we expect to complete only a single business combination,
although this may entail a simultaneous combination with several operating businesses at the same time. At the time of our initial business combination, we may not be able to acquire more than one target business because of various factors,
including complex accounting or financial reporting issues. For example, we may need to present pro forma financial statements reflecting the operations of several target businesses as if they had been combined historically.

A simultaneous combination with several target businesses also presents logistical issues such as the need to coordinate the timing of negotiations,
proxy statement disclosure and closings. In addition, if conditions to closings with respect to one or more of the target businesses are not satisfied, the fair market value of the business could fall below the required fair market value threshold
of 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million).

Accordingly, while it is possible that we may attempt to effect our initial business combination with more than one target business, we are more likely to choose a single target business if all other factors appear equal. This means that
for an indefinite period of time, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating a business combination with only a single entity, our lack of
diversification may:



| |  |  | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in
which we operate after a business combination, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | cause us to depend on the marketing and sale of a single product or limited number of products or services.
| | - |  | -----------------------------------------------------------------------------------------------------------

If we complete a business combination structured as a merger in which the consideration is our stock, we would have a significant amount of cash
available to make add-on acquisitions following our initial business combination.

Limited ability to evaluate the target
business management

Although we intend to closely scrutinize the management of a prospective target business when evaluating
the desirability of effecting a business combination with that business, we cannot assure you that our assessment of the target business management will prove to be correct. In addition, we cannot assure you that the future management will
have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with



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any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following a business combination, it is
unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the
incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.

Opportunity for stockholder approval of business combination

Prior to the completion of our initial business combination, we will submit the transaction to our stockholders for approval, even if the nature of the
acquisition is such as would not ordinarily require stockholder approval under applicable state law. If a majority of the shares of common stock voted by the public stockholders are not voted in favor of a proposed initial business combination, we
may continue to seek other target businesses with which to effect our initial business combination that meet our acquisition criteria until the expiration of 24 months from consummation of our initial public offering. In connection with seeking
stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), which, among other
matters, will include a description of the operations of the target business and audited historical financial statements of the target business based on United States generally accepted accounting principles.

In connection with the vote required for any business combination, our initial stockholders have agreed to vote their respective shares of common stock
acquired by them prior to our initial public offering in accordance with the majority of the shares of common stock voted by the public stockholders. Our initial stockholders and Marathon Investors, LLC have also agreed that they will vote any
shares they purchase in the open market in or after this offering in favor of a business combination. As a result, if our initial stockholders and Marathon Investors, LLC acquire shares in or after this offering, they must vote those shares in favor
of the proposed initial business combination with respect to those shares, and will therefore not be eligible to exercise conversion rights for those shares if our initial business combination is approved by a majority of our public stockholders. We
will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this
offering exercise their conversion rights. Voting against the business combination alone will not result in conversion of a stockholders shares into a pro rata share of the trust account. To do so, a stockholder must have also exercised
the conversion rights described below.

Conversion rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have such stockholders
shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and completed. The actual per-share conversion price, which we refer to as the Conversion Price,
will be equal to the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes on such interest, which will be paid from the trust
account, and net of interest income of up to $3.9 million previously released to us to fund our working capital requirements (subject to the tax holdback) (calculated as of two business days prior to the consummation of the proposed business
combination), divided by the number of shares sold in our initial public offering. The Conversion Price, based upon the proceeds of our initial public offering and the concurrent private place of the sponsor warrants placed in the trust account,
without taking into account interest earned on the trust account subsequent to our initial public offering, would be less than the per-unit offering price of $8.00 in our initial public offering.



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In connection with the vote required for any business combination, our initial stockholders have agreed
to vote their respective shares of common stock acquired by them prior to our initial public offering in accordance with the majority of the shares of common stock voted by the public stockholders. Our initial stockholders and Marathon Investors,
LLC have also agreed that they will vote any shares they purchase in the open market in or after our initial public offering in favor of a business combination. As a result, our initial stockholders and Marathon Investors, LLC will not be able to
exercise conversion rights with respect to shares acquired by them before, in or after our initial public offering.

An eligible
stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be
granted unless the stockholder votes against the business combination and the business combination is approved and completed. If a stockholder votes against the business combination but fails to properly exercise its conversion rights, such
stockholder will not have its shares of common stock converted to its pro rata distribution of the trust account. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the
funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Public stockholders who convert their stock into their share of the trust account
will still have the right to exercise the warrants that they received as part of the units. We will not complete our proposed initial business combination if public stockholders owning 20% or more of the shares sold in our initial public offering
exercise their conversion rights.

If the initial business combination is not approved or completed for any reason, then public
stockholders voting against our initial business combination will not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. Such public stockholders would only
be entitled to their pro rata share of the aggregate amount on deposit in the trust account in the event that such stockholders elect to vote against a subsequent business combination which is approved by stockholders and completed, or in
connection with our dissolution and liquidation.

As the Conversion Price, based upon the proceeds of our initial public offering and the
concurrent private place of the sponsor warrants placed in the trust account, without taking into account interest earned on the trust account subsequent to our initial public offering, would be lower than the $8.00 per unit offering price in our
initial public offering, and it may be less than the market price of the common stock on the date of conversion, there may be a disincentive on the part of public stockholders to exercise their conversion rights.

Liquidation if no business combination

If we do not complete a business combination within 18 months (or 24 months if we enter into a letter of intent or definitive agreement to complete a business combination) after the consummation of our initial public offering, we will be
dissolved and will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest and net of any income taxes due on such
interest that will be paid from the trust account and interest income on the trust account balance released to us to fund working capital requirements including the costs of our dissolution and liquidation (subject to the tax holdback), plus any
remaining assets.

If we were unable to conclude an initial business combination and expended all of the net proceeds of our initial public
offering and the concurrent private placement of sponsor warrants, other than the proceeds deposited in the trust account, the per-share liquidation price, based upon the proceeds of our initial public offering and the concurrent private place of
the sponsor warrants placed in the trust account, without taking into account interest earned on the trust account subsequent to our initial public offering, which we refer to as the Liquidation Price, would be less than the per-unit
offering price of $8.00 in our initial public offering. The Liquidation Price includes approximately $6.4 million in deferred underwriting discounts and commissions that would also be distributable to our public stockholders.



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The proceeds deposited in the trust account could, however, become subject to the claims of our creditors
which could be prior to the claims of our public stockholders. Mr. Gross has agreed that, if we liquidate prior to the consummation of a business combination, he will be personally liable for ensuring that the proceeds in the trust account are
not reduced by the claims of various vendors that are owed money by us for services rendered or contracted for or products sold to us, or claims of other parties with which we have contracted, including the claims of any prospective target with
which we have entered into a written letter of intent, confidentiality or non-disclosure agreement with respect to a failed business combination with such prospective target. Mr. Gross will have such obligations only if such vendor or
contracted party does not execute a waiver of its rights, title, interest or claim of any kind in or to the trust account, but only to the extent any claims made against the trust account and the payment of such debts or obligations actually reduces
the amount in the trust account. However, we cannot assure you that Mr. Gross will be able to satisfy those obligations. Mr. Gross is not personally liable to pay any of our debts and obligations except as provided above. Accordingly, we
cannot assure you that due to claims of creditors the actual Liquidation Price will not be less than the Liquidation Price based upon the proceeds of our initial public offering and the concurrent private place of the sponsor warrants placed in the
trust account, without taking into account interest earned on the trust account subsequent to our initial public offering. If such funds are insufficient to cover the costs of our dissolution and liquidation, Mr. Gross has agreed to indemnify
us for our out-of-pocket costs associated with such dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to such dissolution and liquidation.

In accordance of our Amended and Restated Certificate of Incorporation, if we have entered into either a letter of intent, an agreement in principle or a
definitive agreement to complete a business combination prior to the expiration of 18 months after the consummation of our initial public offering, then we make take up to an additional six months to complete a business combination. On
February 20, 2008, we announced that we had met the criteria under our Amended and Restated Certificate of Incorporation permitting us to extend the period in which we are able to complete a business combination until the expiration of the
24-month period from the consummation of our initial public offering, or August 30, 2008. If we are unable to complete a business combination by August 30, 2008, we will take all necessary actions to dissolve and liquidate as expeditiously
as possibly. As required under Delaware law, we will seek stockholder approval for such plan of dissolution and liquidation. The initial stockholders have agreed to vote in favor of such dissolution and liquidation in these circumstances. Upon the
approval by our stockholders of our plan of dissolution and liquidation, we will liquidate our assets, including the trust account, and after reserving amounts from the interest earned on the trust account available to us as working capital
requirements to cover the costs of dissolution and liquidation, distribute those assets solely to our public stockholders. Agreements with the initial stockholders do not permit them to participate in any liquidation distribution occurring upon our
failure to consummate a business combination with respect to those shares of common stock acquired by them before our initial public offering. They will participate in any liquidation distribution with respect to any shares of common stock acquired
in connection with or following our initial public offering. There will be no distribution from our trust account with respect to our warrants, and all rights with respect to our warrants will effectively cease upon our liquidation. Upon notice from
us, the trustee of the trust account will commence liquidating the investments constituting the trust account and will turn over the proceeds to our transfer agent for distribution to our public stockholders.

Under Delaware law, creditors of a corporation have a superior right to stockholders in the distribution of assets upon dissolution. Consequently, if the
trust account is dissolved and paid out prior to all creditors being paid on their claims, stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution.

Sections 280 and Section 281(b) of the Delaware General Corporation Law set forth two procedures that a dissolved corporation may follow when
winding up its affairs. We cannot predict at this time which procedure we would comply with in the event of liquidation. If we elect to comply with Section 280 of the Delaware General Corporation Law, we would obtain greater certainty as to
potential claims, and we, or a successor entity to us, may reject, in whole or in part, claims that are made. In addition, should we choose to comply with Section 280, a creditor who receives actual notice of our dissolution, as required by
Section 280, would be barred



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from receiving payment if the claimant failed to present the claim in accordance with the required timeframes. Specifically, if we comply with certain
procedures intended to ensure that we make reasonable provision for all claims against us, including a 60-day notice period during which any third-party claims can be brought against us and a 90-day period during which we may reject any claims
brought, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholders pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution. If we elect to comply with the procedures set forth at Section 281(b) of the Delaware General Corporation Law, stockholders will not know at the time of dissolution the scope of
potential claims against us. Our stockholders could therefore potentially be liable for claims to the extent of distributions received by them in a dissolution and any liability of our stockholders may extend beyond the third anniversary of such
dissolution.

We expect that all costs associated with implementing our plan of dissolution and liquidation as well as payments to any
creditors will be funded from the interest on the trust account available to us as working capital. If such funds are insufficient to cover the costs of our dissolution and liquidation, Mr. Gross has agreed to indemnify us for our out-of-pocket
costs associated with such dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to such dissolution and liquidation. We estimate that our total costs and expenses for implementing and
completing our stockholder-approved plan of dissolution and liquidation will be in the range of $50,000 to $75,000. This amount includes all costs and expenses relating to filing of our dissolution in the State of Delaware, the winding up of our
company and the costs of a proxy statement and meeting relating to the approval by our stockholders of our plan of dissolution and liquidation.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our liquidation or if the stockholders seek to convert their respective shares into cash upon a business combination which the
stockholder voted against and which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account. Prior to our completing an initial business combination or liquidating,
we are permitted only to have released from the trust account interest income of up to $3.9 million to fund our working capital requirements, subject to the tax holdback.

Pursuant to Delaware General Corporation Law Sections 280 and 281, upon our dissolution we will be required to pay or make reasonable provision to pay all of our claims and obligations, including all contingent,
conditional, or unmatured claims. These amounts must be paid or provided for before we make any distributions to our stockholders. While we intend to pay such amounts, if any, from the interest on the trust account available to us for working
capital, we cannot assure you those funds will be sufficient to cover such claims and obligations. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us 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 they will execute such agreements, or if executed, that such waivers will be enforceable or otherwise prevent potential contracted parties
from making claims against the trust account. Nor is there any guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
seek recourse against the trust account for any reason. Accordingly, the proceeds held in trust could be subject to claims which could take priority over the claims of our public stockholders and, as a result, the actual Liquidation Price could be
less than the Liquidation Price based upon the proceeds of our initial public offering and the concurrent private place of the sponsor warrants placed in the trust account, without taking into account interest earned on the trust account subsequent
to our initial public offering, due to claims of such creditors. If we are unable to complete a business combination and are forced to liquidate, Mr. Gross will be personally liable for ensuring that the proceeds in the trust account are not
reduced by the claims of any third party if such third party does not execute a waiver of its rights, title, interest or claim of any kind in or to the trust account, but only to the extent any claims made against the trust account and the payment
of such debts or obligations actually reduces the amount in the trust account. However, we cannot assure you that Mr. Gross will be able to satisfy those obligations.

Furthermore, creditors may seek to interfere with the distribution of the trust account pursuant to federal or state creditor and bankruptcy laws, which
could delay the actual distribution of such funds or reduce the amount



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ultimately available for distribution to our public stockholders. If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our
stockholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public stockholders the liquidation amounts due them. Accordingly, the actual per share amount distributed from the
trust account to our public stockholders could be significantly less than Liquidation Price based upon the proceeds of our initial public offering and the concurrent private place of the sponsor warrants placed in the trust account, without taking
into account interest earned on the trust account subsequent to our initial public offering. Any claims by creditors could cause additional delays in the distribution of trust funds to the public stockholders beyond the time periods required to
comply with Delaware General Corporation Law procedures and federal securities laws and regulations.

Amended and Restated
Certificate of Incorporation

Our Amended and Restated Certificate of Incorporation sets forth certain requirements and restrictions
relating to this offering that apply to us until the consummation of a business combination. Specifically, our Amended and Restated Certificate of Incorporation provides, among other things, that:



| |  |  | we establish and maintain an Audit Committee composed of at least three (3) independent directors;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | we establish and maintain a trust account, which trust account was initially funded with approximately $308.8 million, consisting of substantially all of the net
proceeds from our initial public offering and the exercise of the over-allotment, and the concurrent sale of sponsor warrants and approximately $6.4 million in deferred underwriting discounts and commissions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prior to the consummation of a business combination, we shall submit such business combination to our stockholders for approval;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may consummate the business combination, if approved, only if public stockholders owning less than 20% of the shares sold in this offering exercise their
conversion rights;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if a business combination is approved and consummated, public stockholders who voted against the business combination may exercise their conversion rights and
receive their pro ratashare of the trust account;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods
specified in this prospectus, then we will take all necessary actions to dissolve and liquidate as expeditiously as possible;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not consummate any other merger, acquisition, asset purchase, reorganization or similar transaction other than the business combination;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our Audit Committee shall monitor compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, the Audit
Committee is charged with the responsibility to take immediately all action necessary to rectify such noncompliance or otherwise cause compliance with the terms of this offering; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Audit Committee shall review and approve all expense reimbursements made to members of our management team and any expense reimbursements payable to members of
our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The above-referenced requirements and restrictions included in our Amended and Restated Certificate of Incorporation may only be amended prior to consummation of a business combination upon the unanimous written
consent of our stockholders. In light of the requirement that we obtain the unanimous approval of our stockholders, we do not anticipate any changes to such requirements and restrictions prior to our consummation of a business combination, if any.
However, the enforceability of unanimous consent provisions under Delaware



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law may not be free from doubt. A court in equity could possibly conclude that the unanimous consent requirement constitutes a practical prohibition on
amendment in violation of the stockholders statutory rights to amend the corporate charter. In that case, an amendment could potentially reduce or eliminate the protection the above-referenced requirements and restrictions afford to our
stockholders, without a unanimous consent being required. However, we view all of the foregoing provisions, including the requirement that public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights
in order for us to consummate our initial business combination, as obligations to our stockholders, and neither we nor our board of directors will propose any amendment to these provisions or support, endorse or recommend any proposal that
stockholders amend any of these provisions at any time prior to the consummation of our initial business combination.

Competition

In identifying, evaluating and selecting a target business for a business combination, we may encounter intense competition from other entities having a business
objective similar to ours including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be
limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore:



| |  |  | our obligation to seek stockholder approval of our initial business combination or obtain necessary financial information may delay the completion of a transaction;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our obligation to convert into cash up to 19.99% of our shares of common stock held by our public stockholders who vote against the business combination and
exercise their conversion rights may reduce the resources available to us for a business combination;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the requirement to acquire an operating business that has a fair market value equal to at least 80% of the balance of the trust account at the time of the
acquisition (excluding deferred underwriting discounts and commissions of approximately $6.4 million) could require us to acquire the assets of several operating businesses at the same time, all of which sales would be contingent on the closings of
the other sales, which could make it more difficult to consummate the business combination.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any of these factors may
place us at a competitive disadvantage in successfully negotiating a business combination.

Administrative Services Agreement

We have agreed to pay Marathon Management, LLC, an entity owned and controlled by Mr. Gross, a total of $7,500 per month for office space,
administrative services and secretarial support. Mr. Gross is our chairman and chief executive officer. This arrangement was agreed to by us and Marathon Management, LLC for our benefit and is not intended to provide Mr. Gross compensation
in lieu of a salary or other remuneration because it is anticipated that the expenses to be paid by Marathon Management, LLC will approximate the monthly reimbursement. We believe that such fees are at least as favorable as we could have obtained
from an unaffiliated person. Upon completion of a business combination or our liquidation, we will cease paying these monthly fees.



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Facilities

We currently maintain our executive offices at, 500 Park Avenue, 5thFloor, New York, New York. The cost for this space is included in the $7,500 per-month fee described above that Marathon Management, LLC charges us for
general and administrative services. We believe, based on rents and fees for similar services in the New York City metropolitan area that the fee charged by Marathon Management, LLC is at least as favorable as we could have obtained from an
unaffiliated person. We consider our current office space adequate for our current operations.

Employees

We currently have one officer. This individual is not obligated to devote any specific number of hours to our business and intends to devote only as much
time as he deems necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.

Periodic Reporting and Financial Information

We have registered our units, common stock and warrants under the Securities
Exchange Act of 1934, and have reporting obligations thereunder, including the requirement that we file annual and quarterly reports with the Securities and Exchange Commission (SEC). In accordance with the requirements of the Securities
Exchange Act of 1934, this annual report contains financial statements audited and reported on by our independent registered public accounting firm.

We will not acquire a target business if we cannot obtain audited financial statements based on United States generally accepted accounting principles for such target business. We will provide these financial
statements in the proxy solicitation materials sent to stockholders for the purpose of seeking stockholder approval of our initial business combination. Our management believes that the need for target businesses to have, or be able to obtain,
audited financial statements may limit the pool of potential target businesses available for acquisition.

We are currently required to
comply with the internal control requirements of the Sarbanes-Oxley Act. However, a target company with which we may seek a business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their
internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

You may read and copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC at http://www.sec.gov.



|Item 1A. | Risk Factors
|-------- | ------------

We may not be able to
consummate a business combination by August 30, 2008, in which case, we would be forced to liquidate.

We must complete a business
combination with a fair market value of at least 80% of the balance of the trust account at the time of the business combination (excluding deferred underwriting discounts and commissions of approximately $6.4 million) within 24 monthsif we
enter into a definitive agreement or letter of intent to consummate a business combinationafter the consummation of our initial public offering. If we fail to consummate a business combination within the required time frame, we will be forced
to liquidate our assets. We may not be able to find suitable target businesses within the required time frame. In addition, our negotiating position and our ability to conduct adequate due diligence on any potential target may be reduced as we
approach the deadline for the consummation of a business combination. Accordingly, our auditors have included an explanatory paragraph in their report related to the uncertainty of the Companys ability to continue as a going concern.



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We are a newly formed, development stage company with a limited operating history and no revenues from operations, and
you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed development stage
company with limited operating results. Because we lack an established operating history, you have no basis on which to evaluate our ability to achieve our business objective of completing a business combination with one or more target businesses.
We have no plans, arrangements or understandings with any prospective target businesses concerning a business combination and may be unable to complete a business combination. We will not generate any revenues from operations until after completing
a business combination. If we expend all of the funds not held in trust and interest income earned of up to $3.9 million on the balance of the trust account that has been released to us to fund our working capital requirements (subject to the tax
holdback) in seeking a business combination but fail to complete such a combination, we will never generate any operating revenues. In addition, given the uncertainty regarding our ability to consummate a business combination within 24 months after
consummation of our initial public offering, or August 30, 2008, there is substantial doubt about our ability to continue operations as a going concern.

If we liquidate before concluding a business combination, our public stockholders will receive less than $8.00 per share on distribution of trust account funds and our warrants will expire worthless.

If we are unable to complete a business combination and must liquidate our assets, the Liquidation Price will be less than $8.00 because of the expenses
of our initial public offering, our general and administrative expenses and the planned costs of seeking a business combination. Furthermore, our outstanding warrants are not entitled to participate in a liquidating distribution and the warrants
will therefore expire worthless if we liquidate before completing a business combination.

You will not receive protections normally afforded to
investors in blank check companies.

Since the net proceeds of our initial public offering are designated for completing a business
combination with a target business that has not been identified, we may be deemed a blank check company under the United States securities laws. However, because on consummation of our initial public offering we had net tangible assets
in excess of $5,000,000 and filed a Form 8-K with the SEC that included an audited balance sheet demonstrating this fact, we are exempt from SEC rules such as Rule 419 that are designed to protect investors in blank check companies. Accordingly, our
stockholders will not receive the benefits or protections of that rule. Among other things, this means our units are immediately tradable and we have a longer period of time to complete a business combination in some circumstances than do companies
subject to Rule 419. Moreover, Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless, and only after, the funds held in the trust account were released to us in connection with our consummation of
a business combination.

If third parties bring claims against us, the proceeds held in trust could be reduced and the Liquidation Price received by you
could be reduced.

Our placing of funds in trust may not protect those funds from third party claims against us. Pursuant to Delaware
General Corporation Law Sections 280 and 281, upon our dissolution we will be required to pay or make reasonable provision to pay all of our claims and obligations, including all contingent, conditional, or unmatured claims. These amounts must be
paid or provided for before we make any distributions to our stockholders. While we intend to pay such amounts, if any, from the interest on the trust account available to us for working capital, we cannot assure you those funds will be sufficient
to cover such claims and obligations. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us 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 they will execute such agreements, or if executed, that such waivers will be



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enforceable or otherwise prevent potential contracted parties from making claims against the trust account. Nor is there any guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Accordingly, the proceeds held in
trust could be subject to claims which could take priority over the claims of our public stockholders and, as a result, the actual Liquidation Price could be less than the Liquidation Price based upon the proceeds of our initial public offering and
the concurrent private place of the sponsor warrants placed in the trust account, without taking into account interest earned on the trust account subsequent to our initial public offering, due to claims of such creditors. If we are unable to
complete a business combination and are forced to liquidate, Mr. Gross will be personally liable for ensuring that the proceeds in the trust account are not reduced by the claims of any third party if such third party does not execute a waiver
of its rights, title, interest or claim of any kind in or to the trust account, but only to the extent any claims made against the trust account and the payment of such debts or obligations actually reduces the amount in the trust account. However,
we cannot assure you that Mr. Gross will be able to satisfy those obligations. Based on the information in his director and officer questionnaire provided to us in connection with our initial public offering as well as the representations as to
his accredited investor status (as such term is defined in Regulation D under the Securities Act), we currently believe that Mr. Gross is of substantial means and capable of funding his indemnity obligations, even though we have not asked him
to reserve for such an eventuality. However, we cannot assure you Mr. Gross will be able to satisfy those obligations. We believe the likelihood of Mr. Gross having to indemnify the trust account is limited because we intend to have all
vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claims of any kind in or to monies held in the trust account.

We expect that all costs associated with implementing our plan of dissolution and liquidation as well as payments to any creditors will be funded from
the interest on the trust account available to us as working capital. If such funds are insufficient to cover the costs of our dissolution and liquidation, Mr. Gross has agreed to indemnify us for our out-of-pocket costs associated with such
dissolution and liquidation, excluding any special, indirect or consequential costs, such as litigation, pertaining to such dissolution and liquidation. We estimate that our total costs and expenses for implementing and completing our
stockholder-approved plan of dissolution and liquidation will be in the range of $50,000 to $75,000. This amount includes all costs and expenses relating to filing of our dissolution in the State of Delaware, the winding up of our company and the
costs of a proxy statement and meeting relating to the approval by our stockholders of our plan of dissolution and liquidation.

Furthermore, creditors may seek to interfere with the distribution of the trust account pursuant to federal or state creditor and bankruptcy laws, which could delay the actual distribution of such funds or reduce the amount ultimately
available for distribution to our public stockholders. If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the funds held in our trust account will be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be
able to return to our public stockholders the liquidation amounts due them. Accordingly, the actual per share amount distributed from the trust account to our public stockholders could be significantly less than expected Liquidation Price, without
taking into account interest earned on the trust account subsequent to our initial public offering (net of taxes payable on interest income on the funds in the trust account and interest income of up to $3.9 million on the trust account balance
previously released to us to fund our working capital requirements, including the costs of our dissolution and liquidation). Any claims by creditors could cause additional delays in the distribution of trust funds to the public stockholders beyond
the time periods required to comply with Delaware General Corporation Law procedures and federal securities laws and regulations.



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If we seek to effect a business combination with an entity that is directly or indirectly affiliated with members of
our management team, conflicts of interest could arise.

Members of our management team either currently have or may in the future have
affiliations with companies that we may seek to acquire. Despite our agreement to obtain an opinion from an independent investment banking firm that a business combination with an affiliated entity is fair to our stockholders from a financial point
of view, potential conflicts of interest may still exist, and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would have been absent any conflicts of interest.

If we issue capital stock or convertible debt securities to complete a business combination, your equity interest in us could be reduced or there may be a change in
control of our company.

Our amended and restated certificate of incorporation authorizes the issuance of up to 249,000,000 shares of common stock, par
value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2007, there were 154,053,300 authorized but unissued shares of our common stock available for issuance (after appropriate
reservation for the issuance of shares upon full exercise of our outstanding warrants, including the sponsor warrants) and all of the 1,000,000 shares of preferred stock available for issuance. We have no current commitments to issue any additional
securities. We may issue a substantial number of additional shares of our common stock or may issue preferred stock, or a combination of both, including through convertible debt securities, to complete a business combination. Our issuance of
additional shares of common stock or any preferred stock:



| |  |  | may significantly reduce your equity interest in us;
| | - |  | ----------------------------------------------------



| |  |  | will likely cause a change in control if a substantial number of our shares of common stock are issued, which may among other things limit our ability to use any
net operating loss carry forwards we have, and result in the resignation or agreed-upon removal of our management team; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may adversely affect the then-prevailing market price for our common stock.
| | - |  | ---------------------------------------------------------------------------

The value of your investment in us may decline if any of these events occur.

Stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution.

If we do not complete a business combination within 24 months after the consummation of our initial public offering, we will dissolve and distribute to
our public stockholders an amount equal to the amount in the trust account, including (i) all accrued interest, net of income taxes payable on such interest and interest of up to $3.9 million on the trust account balance previously released to
us to fund our working capital requirements, including the costs of our dissolution and liquidation, and (ii) all deferred underwriting discounts and commissions plus any remaining assets. Under Delaware law, creditors of a corporation have a
superior right to stockholders in the



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distribution of assets upon dissolution. Consequently, if the trust account is dissolved and paid out prior to all creditors being paid on their claims,
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution.

Sections 280 and Section 281(b) of the Delaware General Corporation Law set forth two procedures that a dissolved corporation may follow when winding up its affairs. We cannot predict at this time which procedure we would comply with
in the event of liquidation. If we elect to comply with Section 280 of the Delaware General Corporation Law, we would obtain greater certainty as to potential claims, and we, or a successor entity to us, may reject, in whole or in part, claims
that are made. In addition, should we choose to comply with Section 280, a creditor who receives actual notice of our dissolution, as required by Section 280, would be barred from receiving payment if the claimant failed to present the
claim in accordance with the required timeframes. Specifically, if we comply with certain procedures intended to ensure that we make reasonable provision for all claims against us, including a 60-day notice period during which any third-party claims
can be brought against us and a 90-day period during which we may reject any claims brought, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholders pro rata share of the claim or
the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. If we elect to comply with the procedures set forth at Section 281(b) of the Delaware General
Corporation Law, stockholders will not know at the time of dissolution the scope of potential claims against us. Our stockholders could therefore potentially be liable for claims to the extent of distributions received by them in a dissolution and
any liability of our stockholders will extend beyond the third anniversary of such dissolution.

Under Delaware law, our dissolution requires the
approval of the holders of a majority of our outstanding stock, without which we will not be able to dissolve and liquidate, and distribute our assets to our public stockholders.

We will promptly adopt a plan of dissolution and liquidation and initiate procedures for our dissolution and liquidation if we do not effect a business
combination within 24 months after consummation of our initial public offering. However, pursuant to Delaware law, our dissolution requires the affirmative vote of stockholders owning a majority of our then outstanding common stock. Soliciting the
vote of our stockholders will require the preparation of preliminary and definitive proxy statements, which will need to be filed with the SEC and could be subject to its review. This process could take a substantial amount of time ranging from 40
days to several months.

As a result, the distribution of our assets to the public stockholders could be subject to a considerable delay.
Furthermore, we may need to postpone the stockholders meeting, resolicit our stockholders, or amend our plan of dissolution and liquidation to obtain the required stockholder approval, all of which would further delay the distribution of our
assets and result in increased costs. If we are not able to obtain approval from a majority of our stockholders, we will not be able to dissolve and liquidate and we will not be able to distribute funds from our trust account to holders of our
common stock sold in our initial public offering, and these funds will not be available for any other corporate purpose. In the event we seek stockholder approval for a plan of dissolution and liquidation and do not obtain such approval, we will
nonetheless continue to pursue stockholder approval for our dissolution. However, we cannot assure you that our stockholders will approve our dissolution in a timely manner or will ever approve our dissolution. As a result, we cannot provide
investors with assurances of a specific timeframe for the dissolution and distribution.

If we acquire a company by issuing debt securities, our
post-combination operating results may decline due to increased interest expense or our liquidity may be adversely affected by an acceleration of our indebtedness.

We may elect to enter into a business combination that requires us to issue debt securities as part of the purchase price for a target business. If we issue debt securities, such issuances may result in:



| |  |  | default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our debt obligations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | acceleration, even if we are then current in our debt service obligations, if the debt securities have covenants that require us to meet certain financial ratios or
maintain designated reserves, and such covenants are breached without waiver or renegotiation;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a required immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to obtain additional financing, if necessary, if the debt securities contain covenants restricting our ability to obtain additional financing.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Our initial stockholders currently control us and may influence certain actions requiring a stockholder vote.

The holders of shares of our common stock issued prior to the consummation of our initial public offering, whom we refer to as our initial stockholders,
own approximately 19% of our issued and outstanding shares of common stock. Our initial stockholders and Marathon Investors, LLC have agreed that any common stock they acquire in or after our initial public offering will be voted in favor of a
business combination that is presented to our public stockholders. Accordingly, shares of common stock acquired by the initial stockholders and Marathon Investors, LLC in or after our initial public offering will not have the same voting or
conversion rights as our public stockholders with respect to a potential business combination, and will not be eligible to exercise conversion rights for those shares if a business combination is approved by a majority of our public stockholders.

Because an entity owned and controlled by Mr. Gross holds warrants to purchase 5,500,000 shares of our common stock, the exercise of
those warrants may increase Mr. Gross ability to control us. This increase could allow Mr. Gross, along with the other initial stockholders, to further influence the outcome of matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions after completion of our initial business combination.

Our board
of directors is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new
directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of a business combination. If there is an annual meeting of stockholders, only a
minority of the board of directors will be considered for election and our initial stockholders will have considerable influence on the outcome of that election. Accordingly, our initial stockholders will continue to exert control at least until the
consummation of a business combination. In addition, our initial stockholders and their affiliates are not prohibited from purchasing our common stock in the aftermarket. If they do so, our initial stockholders will have a greater influence on the
vote taken in connection with a business combination.

Our long-term success is dependent upon yet to be identified members of our management team.

Our ability to successfully effect a business combination is totally dependent upon the efforts of our management team. The future role of
our management team in the target business, however, cannot presently be ascertained. Although it is possible that some members of our management team will remain associated in various capacities with the target business following a business
combination, it is likely that the management team of the target business at the time of the business combination will remain in place given that it is likely that they will have greater knowledge, experience and expertise than our management in the
industry in which the target business operates as well as in managing the target business. Thus, even though our management team may continue to be associated with us in various capacities after a business combination, it is likely that we will be
dependent upon a yet to be identified management team for our long-term success.



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We will have only limited ability to evaluate the management of the target business.

Although we intend to closely scrutinize the management of a prospective target business in connection with evaluating the desirability of effecting a
business combination, we cannot assure you that our assessment of management will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company and the securities laws, which could increase the time and
resources we must expend to assist them in becoming familiar with the complex disclosure and financial reporting requirements imposed on U.S. public companies. This could be expensive and time-consuming and could lead to various regulatory issues
that may adversely affect our operations.

We will likely seek a business combination with one or more privately-held companies, which may present
certain challenges to us, including the lack of available information about these companies.

In accordance with our acquisition
strategy, we will likely seek a business combination with one or more privately-held companies. Generally, very little public information exists about these companies, and we are required to rely on the ability of our management team to obtain
adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, then we may not make a fully informed investment decision, and we may lose money on
our investments.

Members of our management team are and may in the future become affiliated with entities engaged in business activities similar to
those intended to be conducted by us, and may have conflicts of interest in allocating their time and business opportunities.

Members
of our management team are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us. As a result, members of our management team may become aware of business opportunities
that may be appropriate for presentation to us as well as the other entities with which they are or may be affiliated. Due to these existing and future affiliations, members of our management team may have fiduciary obligations to present potential
business opportunities to those entities prior to presenting them to us which could cause additional conflicts of interest. Accordingly, members of our management team may have conflicts of interest in determining to which entity a particular
business opportunity should be presented.

For example, Mr. Gross, our chairman and chief executive officer, serves as co-chairman of
the investment committee of Magnetar Financial LLC, an investment manager, and a senior partner in Magnetar Capital Partners LP, the holding company for Magnetar Financial LLC. In such capacities, Mr. Gross heads Magnetar Financial LLCs
credit and private investment business, which focuses primarily on debt securities. Marathon Acquisition Corp. Holdings LLC, an entity owned and controlled by Magnetar Financial LLC, will hold an economic interest in any distributions Mr. Gross
may receive as a result of his ownership of Marathon Founders, LLC and Marathon Investors, LLC. In addition, Mr. Gross serves as the chairman, chief executive officer and managing member of Solar Capital LLC, a newly organized externally
managed finance company focusing on debt and equity investments in leveraged companies, including middle-market companies. As a result, Mr. Gross will face conflicts in the allocation of acquisition opportunities between us and both Magnetar
Financial LLC and Solar Capital LLC. Although Mr. Gross will endeavor to allocate acquisition opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain acquisition
opportunities that Mr. Gross determines to offer to either Magnetar Financial LLC or Solar Capital LLC. However, Mr. Gross expects his activities for these entities will primarily include evaluating debt and minority equity investments, as
opposed to evaluating the type of business combination for which we were formed. Moreover, members of our management team are not obligated to expend a specific number of hours per week or month on our affairs. We cannot assure you that these
conflicts will be resolved in our favor.



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Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely
affect subsequent attempts to locate and acquire or merge with another business.

It is anticipated that the investigation of each
specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, and
others. If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific
target business, we may fail to consummate the transaction for any number of reasons including those beyond our control such as that more than 19.99% of our public shareholders vote against the transaction and opt to convert their stock into a
pro ratashare of the trust account even if a majority of our shareholders approve the transaction. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business.

Because the shares of common stock owned by our initial stockholders before our initial public offering are
prohibited from participating in liquidation distributions by us, Messrs. Gross, Aron, Simon and Sheft may have a conflict of interest in deciding if a particular target business is a good candidate for a business combination.

Our initial stockholders have waived their right to receive distributions with respect to the shares of common stock purchased by them before our initial
public offering if we liquidate because we fail to complete a business combination. Additionally, an entity owned and controlled by Mr. Gross has purchased warrants which will entitle it to purchase 5,500,000 shares of our common stock. The
shares of common stock and warrants owned by such entity will be worthless if we do not consummate a business combination, and the $5.5 million purchase price of the sponsor warrants will be added to the proceeds of our initial public offering and
held in the trust account, and will be part of any liquidating distribution. The personal and financial interests of Messrs. Gross, Aron, Simon and Sheft may influence their identification and selection of a target business, and may affect how or
when we complete a business combination. The exercise of discretion by Messrs. Gross, Aron, Simon and Sheft in identifying and selecting one or more suitable target businesses may result in a conflict of interest when they decide if the terms,
conditions and timing of a particular business combination are appropriate and in our stockholders best interest.

Unless we complete a business
combination, members of our management team will not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the amount not in the trust account and interest income of up to $3.9 million on the trust account balance
that has been released to us to fund our working capital requirements. Therefore, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders
best interest.

Members of our management team will not receive reimbursement for any out-of-pocket expenses incurred by them to the
extent that such expenses exceed the amount not in the trust account and interest income of up to $3.9 million on the trust account balance that has been released to us to fund our working capital requirements, unless the business combination is
consummated. Members of our management team may, as part of any such combination, negotiate the repayment of some or all of any such expenses. If the target business owners do not agree to such repayment, this could cause our management team
to view such potential business combination unfavorably, thereby resulting in a conflict of interest. The financial interests of members of our management team could influence their motivation in selecting a target business and thus, there may be a
conflict of interest when determining whether a particular business combination is in the stockholders best interest.



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We will probably complete only one business combination with the proceeds of our initial public offering and the
private placement of the sponsor warrants, meaning our operations will depend on a single business that is likely to operate in a non-diverse industry or segment of an industry.

The net proceeds from our initial public offering, exercise of the over-allotment, and the private placement of the sponsor warrants provided us with
approximately $302.4 million that we may use to complete a business combination, excluding any interest earned on the proceeds held in the trust account subsequent to completion of our initial public offering. Our initial business combination must
be with a target business or businesses with a fair market value of at least 80% of the balance in the trust account at the time of such business combination (excluding deferred underwriting discounts and commissions of approximately $6.4 million).
We may not be able to acquire more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present
operating results and the financial condition of several target businesses as if they had been operated on a combined basis. Additionally, we may encounter numerous logistical issues if we pursue multiple target businesses, including the difficulty
of coordinating the timing of negotiations, proxy statement disclosure and closings. We may also be exposed to the risk that our inability to satisfy conditions to closing with one or more target businesses would reduce the fair market value of the
remaining target businesses in the combination below the required threshold of 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million). Due to these added risks, we are more
likely to choose a single target business with which to pursue a business combination than multiple target businesses. Unless we combine with a target business in a transaction in which the purchase price consists substantially of common stock
and/or preferred stock, it is likely we will complete only our initial business combination with the proceeds of our initial public offering and the private placement of the sponsor warrants. Accordingly, the prospects for our success may depend
solely on the performance of a single business. If this occurs, our operations will be highly concentrated and we will be exposed to higher risk than other entities that have the resources to complete several business combinations, or that operate
in, diversified industries or industry segments.

If we do not conduct an adequate due diligence investigation of a target business with which we
combine, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which
could cause you to lose some or all of your investment.

In order to meet our disclosure and financial reporting obligations under the
federal securities laws, and in order to develop and seek to execute strategic plans for how we can increase the revenues and/or profitability of a target business, realize operating synergies or capitalize on market opportunities, we must conduct a
due diligence investigation of one or more target businesses. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even if we
conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, or that factors outside of the target
business and outside of our control will not later arise. If our diligence fails to identify issues specific to a target business, industry or the environment in which the target business operates, we may be forced to later write-down or write-off
assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt
held by a target business or by virtue of our obtaining post-combination debt financing.

Because of our limited resources and the significant
competition for business combination opportunities, we may not be able to consummate an attractive business combination.

We will
encounter intense competition from entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, as well as operating businesses



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seeking strategic acquisitions. Many of these entities are well established and have extensive experience in identifying and completing business
combinations. A number of these competitors possess greater technical, financial, human and other resources than we do. Our limited financial resources may have a negative effect on our ability to compete in acquiring certain sizable target
businesses. Further, because we must obtain stockholder approval of a business combination, this may delay the consummation of a transaction, while our obligation to convert into cash the shares of common stock held by public stockholders who elect
conversion may reduce the financial resources available for a business combination. Our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses. In addition, if our initial
business combination entails a simultaneous purchase of several operating businesses owned by different sellers, we may be unable to coordinate a simultaneous closing of the purchases. This may result in a target business seeking a different buyer
and our being unable to meet the threshold requirement that the target business has, or target businesses collectively have, a fair market value equal to at least 80% of the balance in the trust account (excluding deferred underwriting discounts and
commissions of approximately $6.4 million) at the time of such combination.

Any of these factors may place us at a competitive
disadvantage in successfully negotiating a business combination. We cannot assure you that we will be able to successfully compete for an attractive business combination. Additionally, because of these factors, we cannot assure you that we will be
able to effectuate a business combination within the required time periods. If we are unable to find a suitable target business within such time periods, we will be forced to liquidate.

We will depend on the limited funds available outside of the trust account and a portion of the interest earned on the trust account balance to fund our search for a target business or businesses and to complete
our initial business combination.

We will depend on sufficient interest being earned on the proceeds held in the trust account to
provide us with the working capital we will need to identify one or more target businesses and to complete our initial business combination. While we are entitled to have released to us for such purposes interest income of up to a maximum of $3.9
million (subject to the tax holdback), a substantial decline in interest rates may result in our having insufficient funds available with which to structure, negotiate or close an initial business combination. In such event, we would need to borrow
funds from our management team to operate or may be forced to liquidate. However, neither our management team nor any other party is required to provide any financing to us under any circumstances.

We may be unable to obtain additional financing if necessary to complete a business combination or to fund the operations and growth of a target business, which could
compel us to restructure or abandon a particular business combination.

We believe that the net proceeds of our initial public offering
and the private placement of sponsor warrants are sufficient to allow us to consummate a business combination. However, because we have no oral or written agreements or letters of intent to engage in a business combination with any entity, we cannot
assure you that we will be able to complete a business combination or that we will have sufficient capital with which to complete a combination with a particular target business. If the net proceeds of our initial public offering and the private
placement of the sponsor warrants are not sufficient to facilitate a particular business combination because:



| |  |  | of the size of the target business;
| | - |  | -----------------------------------



| |  |  | of the depletion of offering proceeds not in trust or available to us from interest earned on the trust account balance that is expended in search of a target
business; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we must convert into cash a significant number of shares of common stock owned by stockholders who elect to exercise their conversion rights and we had anticipated
using such cash to consummate the business combination,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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we will be required to seek additional financing. We cannot assure you that such financing would be available on
acceptable terms, if at all. If additional financing is unavailable to consummate a particular business combination, we would be compelled to restructure or abandon the combination and seek an alternative target business. Such restructuring could
include, among other things, a reduction in the cash purchase price for the target business, the issuance or additional issuance of shares of our capital stock to the stockholders of the target business, or the stockholders of the target business
allowing us to pay some of the purchase price for the target business in the form of a promissory note. Even if we do not need additional financing to consummate a business combination, we may require such financing to operate or grow the target
business. If we fail to secure such financing, this failure could have a material adverse effect on the operations or growth of the target business. Neither our management team nor any other party is required to provide any financing to us in
connection with, or following, a business combination.

Our outstanding warrants may adversely affect the market price of our common stock and make it
more difficult to effect a business combination.

The units sold in our initial public offering include warrants to purchase 40,035,850
shares of common stock. We also sold warrants to an entity owned and controlled by Mr. Gross to purchase 5,500,000 shares of our common stock. If we issue common stock to conclude a business combination, the potential issuance of additional
shares of common stock on exercise of these warrants could make us a less attractive acquisition vehicle to some target businesses. This is because exercise of the warrants will increase the number of issued and outstanding shares of our common
stock and reduce the value of the shares issued to complete the business combination. Our warrants may make it more difficult to complete a business combination or increase the purchase price sought by one or more target businesses. Additionally,
the sale or possibility of sale of the shares underlying the warrants could have an adverse effect on the market price for our common stock or our units, or on our ability to obtain other financing. If and to the extent these warrants are exercised,
you may experience dilution to your holdings.

An effective registration statement or a current prospectus may not be in place when an investor desires
to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants.

No warrants will be
exercisable and we will not be obligated to issue shares of common stock unless, at the time a holder seeks to exercise, we have registered with the SEC the shares of common stock issuable upon exercise of the warrants and a prospectus relating to
the common stock issuable upon exercise of the warrants is current. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to common stock issuable upon
exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. Additionally, we have no obligation to settle the warrants for cash in the absence of an effective registration statement or
under any other circumstances. The warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the common stock is not registered with the SEC or if the
prospectus relating to the common stock issuable upon the exercise of the warrants is not current. Consequently, the warrants may expire unexercised or unredeemed.

Sponsor warrants have a superior exercise right to warrants received in our initial public offering.

The sponsor warrants
issued to Marathon Investors, LLC, an entity owned and controlled by Mr. Gross, upon the consummation of our initial public offering may be exercised pursuant to an exemption to the requirement that the securities underlying such warrants be
registered pursuant to an effective registration statement. Therefore, the sponsor warrants may be exercised whether or not a current registration statement is in place. The warrants issued in our initial public offering were not issued under this
exemption, therefore they may only be exercised if a current registration statement is in place. The Company is required only to use its best efforts to maintain a current registration statement; therefore, the warrants issued in our initial public
offering may expire worthless.



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We may redeem your unexpired warrants prior to their exercise while a prospectus is not current, thereby making your
warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their
expiration, at a price of $.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to proper
notice of such redemption. Such redemption can and may occur while a prospectus is not current and therefore the warrants are not exercisable. If this occurs, your warrants would be worthless.

The grant of registration rights to our initial stockholders and Marathon Investors, LLC may make it more difficult to complete a business combination, and the future
exercise of such rights may adversely affect the market price of our common stock.

Our initial stockholders can demand that we
register the resale of their shares of common stock at any time after one year from the date we complete a business combination. In addition, an entity owned and controlled by Mr. Gross can demand that we register the sponsor warrants and the
underlying shares of common stock that it will hold at any time after such warrants become exercisable by their terms. We will bear the cost of registering these securities. If our initial stockholders and the entity owned and controlled by
Mr. Gross exercise their registration rights in full, there will then be an additional 9,375,000 shares of common stock and 5,500,000 shares of common stock issued on exercise of the sponsor warrants, respectively, that are eligible for trading
in the public market. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration
rights may make a business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our common stock that is expected when the securities owned by initial stockholders and Marathon Investors, LLC are registered.

If we are deemed to be an investment company, we must meet burdensome compliance requirements and restrictions on our activities may increase the difficulty of completing a business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, the nature of our investments and the issuance of our securities
may be subject to various restrictions. These restrictions may make it difficult for us to complete a business combination. In addition, we may be subject to burdensome compliance requirements and may have to:



| |  |  | register as an investment company;
| | - |  | ----------------------------------



| |  |  | adopt a specific form of corporate structure; and
| | - |  | -------------------------------------------------



| |  |  | report, maintain records and adhere to voting, proxy, disclosure and other requirements.
| | - |  | ----------------------------------------------------------------------------------------

We do not believe that our planned principal activities will subject us to the Investment Company Act of 1940. In this regard, our agreement with the
trustee states that proceeds in the trust account will only be invested in government securities (as such term is defined in the Investment Company Act of 1940) and one or more money market funds, selected by us, which invest principally
in either short-term securities issued or guaranteed by the United States having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition or tax exempt municipal bonds issued by
governmental entities located within the United States and otherwise meeting the conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. This investment restriction is intended to facilitate our not being considered an
investment company under the Investment Company Act of 1940. If we are deemed to be subject to that act, compliance with these additional regulatory burdens would increase our operating expenses and could make a business combination more difficult
to complete.



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The loss of Mr. Gross could adversely affect our ability to operate.

Our operations are dependent upon Mr. Gross. We believe that our success depends on his continued service to us, at least until we have consummated
a business combination, and, therefore, we have obtained key man life insurance on Mr. Gross in the amount of $10 million concurrently with the completion of our initial public offering. We cannot assure you that he will remain with us for the
immediate or foreseeable future. We do not have an employment agreement with him. The unexpected loss of his services could have a detrimental effect on us.

The American Stock Exchange may delist our securities which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are listed on the American Stock Exchange; however, we cannot assure you that our securities will continue to be listed on the American
Stock Exchange. Additionally, in connection with our business combination, it is likely that the American Stock Exchange may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more
lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the American Stock Exchange delists our securities from trading, we could face significant consequences including:



| |  |  | a limited availability of market quotations for our securities;
| | - |  | ---------------------------------------------------------------



| |  |  | reduced liquidity with respect to our securities;
| | - |  | -------------------------------------------------



| |  |  | a determination that our common stock is a penny stock which will require brokers trading in our common stock to adhere to more stringent rules and
possibly result in a reduced level of trading activity in the secondary trading market for our common stock;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limited amount of news and analyst coverage for our company; and
| | - |  | ----------------------------------------------------------------



| |  |  | a decreased ability to issue additional securities or obtain additional financing in the future.
| | - |  | ------------------------------------------------------------------------------------------------

Since we may acquire a target business that is located outside the United States, we may encounter risks specific to one or more countries in which we ultimately
operate.

As described above, we may acquire a business or businesses located outside the United States. If we acquire a company that
has operations outside the United States, we will be exposed to risks that could negatively impact our future results of operations following a business combination. The additional risks we may be exposed to in these cases include but are not
limited to:



| |  |  | tariffs and trade barriers;
| | - |  | ---------------------------



| |  |  | regulations related to customs and import/export matters;
| | - |  | ---------------------------------------------------------



| |  |  | tax issues, such as tax law changes and variations in tax laws as compared to the U.S.;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | cultural and language differences;
| | - |  | ----------------------------------



| |  |  | foreign exchange controls;
| | - |  | --------------------------



| |  |  | crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
| | - |  | --------------------------------------------------------------------------



| |  |  | deterioration of political relations with the United States.
| | - |  | ------------------------------------------------------------

Foreign currency fluctuations could adversely affect our business and financial results.

A target business with which we
combine may do business and generate sales within other countries. Foreign currency fluctuations may affect the costs that we incur in such international operations. It is also possible that some or all of our operating expenses may be incurred in
non-U.S. dollar currencies. The



25



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##### Table of Contents

appreciation of non-U.S. dollar currencies in those countries where we have operations against the U.S. dollar would increase our costs and could harm our
results of operations and financial condition.

Because we must furnish our stockholders with target business financial statements prepared in
accordance with and reconciled to U.S. generally accepted accounting principles, we will not be able to complete a business combination with some prospective target businesses unless their financial statements are first reconciled to U.S. generally
accepted accounting principles.

The federal securities laws require that a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports and proxy materials submitted to stockholders. Because our initial business combination must be with a target business that has a fair market value of at
least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of approximately $6.4 million) at the time of our initial business combination, we will be required to provide historical and/or pro forma
financial information to our stockholders when seeking approval of a business combination with one or more target businesses. These financial statements must be prepared in accordance with, or be reconciled to, U.S. Generally Accepted Accounting
Principles, or GAAP, and the historical financial statements must be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. If a proposed target business, including one located outside of
the U.S., does not have financial statements that have been prepared in accordance with, or that can be reconciled to, U.S. GAAP and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed target business.
These financial statement requirements may limit the pool of potential target businesses with which we may combine.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

Not applicable.



|Item 2. | Properties
|------- | ----------

We do not own any real estate or other physical properties materially important to our operation.
Our headquarters are located at 500 Park Avenue, 5thfloor, New York, New York 10022. We currently pay no rent for the use of our office facilities,
which has been arranged by Marathon Management, LLC, an entity wholly owned and controlled by Mr. Gross; however, we have agreed to pay Marathon Management, LLC a monthly fee of $7,500 for office space and administrative services, including
secretarial support. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.



|Item 3. | Legal Proceedings
|------- | -----------------

We are not
currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business.
While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

No matters were submitted to a vote of stockholders during the quarter ended December 31, 2007.



26



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##### Table of Contents

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|------- | -------------------------------------------------------------------------------------------------------------

Price Range of Common Stock

Our units, which consist
of one share of our common stock, par value $.0001 per share, and one warrants, each to purchase an additional share of our common stock, trade on the American Stock Exchange under the symbol MAQ.U. Our common stock has traded separately
on the American Stock Exchange under the symbol MAQ since September 29, 2006. Our warrants have traded separately on the OTC Bulletin Board under the symbol MAQ.WS since September 29, 2006. Each warrant entitles the
holder to purchase from us one share of our common stock at an exercise price of $6.00 commencing upon the completion of a business combination. Our warrants will expire at 5:00 p.m., New York City time, on August 24, 2010, or earlier upon
redemption.

The following tables set forth, for the calendar quarter indicated, the quarterly high and low sale prices for the
Companys units, common stock and warrants, respectively, as reported on the American Stock Exchange.

Units



|                      |  |      |       |     |   |     
|--------------------- |  | ---- | ----- | --- | - | ----
|Quarter ended         |  | High |       | Low
|December 31, 2007     |  | $    | 9.56  |     | $ | 8.97
|September 30, 2007    |  | $    | 10.00 |     | $ | 9.25
|June 30, 2007         |  | $    | 9.82  |     | $ | 8.98
|March 31, 2007        |  | $    | 9.21  |     | $ | 8.45
|December 31, 2006     |  | $    | 8.55  |     | $ | 7.65
|September 30, 2006(1) |  | $    | 8.03  |     | $ | 7.80



|(1) | Represents the high and low sale prices for our units from our initial public offerings on August 24, 2006 through
September 30, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

Common Stock



|                      |  |      |      |     |   |     
|--------------------- |  | ---- | ---- | --- | - | ----
|Quarter ended         |  | High |      | Low
|December 31, 2007     |  | $    | 8.00 |     | $ | 7.71
|September 30, 2007    |  | $    | 8.05 |     | $ | 7.75
|June 30, 2007         |  | $    | 7.96 |     | $ | 7.56
|March 31, 2007        |  | $    | 7.64 |     | $ | 7.46
|December 31, 2006     |  | $    | 7.60 |     | $ | 7.10
|September 30, 2006(1) |  | $    | 7.30 |     | $ | 7.15



|(1) | Represents the high and low sale prices for our shares of common stock from September 29, 2006, the date that our
common stock first became separately tradable, through September 30, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Warrants



|                      |  |      |      |     |   |     
|--------------------- |  | ---- | ---- | --- | - | ----
|Quarter ended         |  | High |      | Low
|December 31, 2007     |  | $    | 1.74 |     | $ | 1.21
|September 30, 2007    |  | $    | 2.00 |     | $ | 1.60
|June 30, 2007         |  | $    | 1.90 |     | $ | 1.47
|March 31, 2007        |  | $    | 1.56 |     | $ | 0.97
|December 31, 2006     |  | $    | 0.90 |     | $ | 0.58
|September 30, 2006(1) |  | $    | 0.90 |     | $ | 0.70



|(1) | Represents the high and low sale prices for our warrants from September 29, 2006, the date that our warrants first
became separately tradable, through September 30, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27



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##### Table of Contents

Holders of Common Equity

As of March 13, 2008, we had approximately 441 stockholders of record of our outstanding common stock, approximately 204 holders of record of our outstanding units, and approximately 700 holders of record of our
outstanding warrants.

Dividends

We
have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present
intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Performance Graph

The following graph compares the
cumulative total return for our common stock from September 29, 2006, the date our common stock first became separately tradable, through December 31, 2007 with the comparable cumulative return of two indices, the S&P 500 Index and the
Dow Jones Industrial Average Index. The graph assumes $100 invested on September 29, 2006 in our common stock and $100 invested at that same time in each of the two listed indices.

LOGO



28



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##### Table of Contents

Recent Sales of Unregistered Securities

We did not engage in any unregistered sales of equity securities during the three months ended December 31, 2007.

Use of Proceeds from Registered Offering

On
May 11, 2006 in connection with our formation and initial capitalization, we consummated a private placement of an aggregate of 9,375,000 shares of our common stock to Marathon Founders, LLC, an entity owned and controlled by Michael Gross, our
chairman, chief executive officer and secretary, and two of our then current directors for an aggregate purchase price of $25,000.

On
August 30, 2006, we consummated a private placement of an aggregate of 5,500,000 warrants to Marathon Investors, LLC, an entity owned and controlled by our chief executive officer for an aggregate purchase price of $5.5 million.

On August 30, 2006, we consummated our initial public offering of 37,500,000 units, each consisting of one share of common stock and one warrant
exercisable for an additional share of common stock, and received proceeds of approximately $279,000,000, net of underwriting discounts and commission of approximately $21,000,000 (including approximately $6,000,000 of deferred underwriting
discounts and commissions placed in the trust account pending completion of a business combination).

On August 30, 2006, we used
$225,000 of our general working capital to repay the note payable to our chief executive officer. The note was repaid in full, without interest, and cancelled.

On September 14, 2006, we used $285,000 of our general working capital to pay premiums associated with our directors and officers liability insurance.

On September 27, 2006, the underwriters for our initial public offering exercised their over-allotment option and, on September 27, 2006,
purchased 2,535,850 additional units. The proceeds from the exercise of the over-allotment option was approximately $18,867,000, after deducting underwriting discounts and commissions of approximately $1,420,000 (including approximately $400,000 of
deferred underwriting discounts and commissions placed in the trust account pending completion of a business combination).

We incurred
additional offering expenses of approximately $1,039,000, which have been charged to additional paid-in capital.

As of December 31,
2007, we have paid or incurred an aggregate of approximately $10.8 million in expenses, which have been or will be paid out of the proceeds of our initial public offering not held in trust and our withdrawal of interest earned on the funds held in
the trust account, for the following purposes:



| |  |  | payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | expenses for due diligence and investigation of prospective target businesses;
| | - |  | ------------------------------------------------------------------------------



| |  |  | legal and accounting fees relating to our SEC reporting obligations and general corporate matters; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | miscellaneous expenses.
| | - |  | -----------------------

As of
December 31, 2007, after giving effect to our initial public offering and our operations subsequent thereto, including our withdrawal of approximately $3.9 million of the interest earned on the funds held in the trust account through
December 31, 2007, including approximately $9.6 million withdrawn for the payment of estimated taxes thereon, approximately $314.1 million was held in trust and we had approximately $2.7 million of unrestricted cash available to us for our
activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.



29



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##### Table of Contents

|Item 6. | Selected Financial Data
|------- | -----------------------

The
following table summarizes the relevant financial data for our business and should be read in conjunction with our financial statements, and the notes and schedules related thereto, which are included in this annual report on Form 10-K.

Income Statement Data



|                                                                                                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|-------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ---------- | - | -------------------------------------------------------------- | - | ---------- | -------------------------------------------------------------- |  | - | ---------- | -
|                                                                                                               |  | For the yearendedDecember 31,2007 |            |   | For the periodApril 27, 2006(inception)throughDecember 31,2006 |   |            | For the periodApril 27, 2006(inception)throughDecember 31,2007 | 
|Loss from operations                                                                                           |  | $                                 | (1,183,948 | ) |                                                                | $ | (423,957   | )                                                              |  | $ | (1,607,904 | )
|Interest income                                                                                                |  | $                                 | 14,875,339 |   |                                                                | $ | 5,253,929  |                                                                |  | $ | 20,129,268 |  
|                                                                                                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Income before provision for income taxes                                                                       |  | $                                 | 13,691,391 |   |                                                                | $ | 4,829,972  |                                                                |  | $ | 18,521,364 |  
|Provision for income taxes                                                                                     |  | $                                 | 7,008,594  |   |                                                                | $ | 2,182,957  |                                                                |  | $ | 9,191,552  |  
|                                                                                                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Net Income                                                                                                     |  | $                                 | 6,682,797  |   |                                                                | $ | 2,647,015  |                                                                |  | $ | 9,329,812  |  
|Less: Interest attributable to common stock subject to possible conversion (net of income taxes of $1,156,989) |  | $                                 | (1,402,721 | ) |                                                                |   |           |                                                                |  | $ | (1,402,721 | )
|                                                                                                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Net income attributable to common stock not subject to possible conversion                                     |  | $                                 | 5,280,076  |   |                                                                | $ | 2,647,015  |                                                                |  | $ | 7,927,091  |  
|                                                                                                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Maximum number of shares subject to possible conversion:                                                       |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Weighted average shares outstanding subject to possible conversion                                             |  |                                   | 8,003,166  |   |                                                                |   | 4,162,937  |                                                                |  |   |            |  
|Income per share amount (basic and diluted)                                                                    |  | $                                 | 0.18       |   |                                                                | $ | 0.00       |                                                                |  |   |            |  
|Weighted average number of shares outstanding not subject to possible conversion                               |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Basic                                                                                                          |  |                                   | 41,407,684 |   |                                                                |   | 26,035,219 |                                                                |  |   |            |  
|Diluted                                                                                                        |  |                                   | 52,374,624 |   |                                                                |   | 30,224,108 |                                                                |  |   |            |  
|Net income per share amount                                                                                    |  |                                   |            |   |                                                                |   |            |                                                                |  |   |            |  
|Basic                                                                                                          |  | $                                 | 0.13       |   |                                                                | $ | 0.10       |                                                                |  |   |            |  
|Diluted                                                                                                        |  | $                                 | 0.10       |   |                                                                | $ | 0.09       |                                                                |  |   |            |  

Balance Sheet Data



|                                                                                                         |  |                  |             |                  |   |            
|-------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | ---------------- | - | -----------
|                                                                                                         |  | December 31,2007 |             | December 31,2006
|Cash and cash equivalents                                                                                |  | $                | 2,671,034   |                  | $ | 1,370,943  
|Investments held in trust account                                                                        |  | $                | 314,130,809 |                  | $ | 308,608,131
|Interest receivable                                                                                      |  | $                | 999,199     |                  | $ | 1,333,770  
|Prepaid expenses                                                                                         |  | $                | 498,074     |                  | $ | 181,304    
|Deferred tax asset                                                                                       |  |                  |            |                  | $ | 193,441    
|                                                                                                         |  |                  |             |                  |   |            
|Total assets                                                                                             |  | $                | 318,299,116 |                  | $ | 311,687,589
|                                                                                                         |  |                  |             |                  |   |            
|Total liabilities                                                                                        |  | $                | 6,616,182   |                  | $ | 6,687,450  
|Common stock subject to possible redemption                                                              |  | $                | 61,795,116  |                  | $ | 61,795,116 
|Interest attributable to common stock subject to possible conversion (net of income taxes of $1,156,989) |  | $                | 1,402,720   |                  |   |           
|Total stockholders equity                                                                               |  | $                | 248,485,099 |                  | $ | 243,205,023
|                                                                                                         |  |                  |             |                  |   |            
|Total liabilities and stockholders equity                                                               |  | $                | 318,299,116 |                  | $ | 311,687,589
|                                                                                                         |  |                  |             |                  |   |            

The total assets amount includes the approximately $314.1 million being held in the trust account
plus trust interest receivable of $999,199, which will be available to us only upon the consummation of a business combination within the time period described in this annual report. If a business combination is not so consummated, we will be
dissolved and the proceeds held in the trust account will be distributed solely to our public stockholders.



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##### Table of Contents

We will not proceed with a business combination if public stockholders owning 20% or more of the shares
sold in our initial public offering vote against the business combination and exercise their conversion rights. Accordingly, we may effect a business combination if public stockholders owning less than 20% of the shares sold in our initial public
offering exercise their conversion rights. If this occurred, we would be required to convert to cash up to approximately 19.99% of the 40,035,850 shares of common stock sold in our initial public offering, or 8,003,166 shares of common stock, at an
initial per share conversion price of $7.72, without taking into account interest earned on the trust account. The actual per share conversion price will be equal to the amount in the trust account, including all accrued interest, as of two business
days prior to the proposed consummation of the business combination, divided by the number of shares of common stock sold in this our initial public offering.



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##### Table of Contents

|Item 7. | 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-K.

This Form 10-K, and the information incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, 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 annual report on Form 10-K on information available to us on the date of this annual report
on Form 10-K, 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.

MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 April 27, 2006 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, and the exercise by
the underwriters of their over-allotment option, together with any additional financing arrangements that we undertake, to effect a business combination.

On August 30, 2006, we consummated a private placement of warrants to Marathon Investors, LLC, an entity owned and controlled by our chief executive officer for an aggregate purchase price of $5.5 million. On
August 30, 2006, we consummated our initial public offering of 37,500,000 units, each consisting of one share of common stock and one warrant exercisable for an additional share of common stock, and received proceeds of approximately
$279,000,000, net of underwriting discounts and commissions of approximately $21,000,000 (including approximately $6,000,000 of deferred underwriting discounts and commissions placed in the trust account pending completion of a business
combination). In addition, on September 22, 2006 the underwriters for our initial public offering exercised their over-allotment option, which closed on September 27, 2006, generating proceeds of approximately $18,867,000, net of
underwriting discounts and commissions of approximately $1,420,000 (including approximately $400,000 of deferred underwriting discounts and commissions placed in the trust account pending completion of a business combination). We incurred additional
offering expenses of approximately $1,039,000, which have been charged to additional paid-in capital.



32



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##### Table of Contents

As of December 31, 2007, approximately $314.1 million was held in trust (plus accrued interest of
approximately $1.0 million) and we had approximately $2.7 million of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate
matters.

The initial target business or businesses with which we combine must have a collective fair market value equal to at least 80% of
the balance in the trust account (excluding deferred underwriters discounts and commissions). However, we may not use all of the proceeds held in the trust account in connection with a business combination, either because the consideration for
the business combination is less than the proceeds in trust or because we finance a portion of the consideration with capital stock or debt securities that we can issue. In that event, the proceeds held in the trust account as well as any other net
proceeds not expended will be used to finance the operations of the target business or businesses.

We may issue additional capital stock
or debt securities to finance a business combination. The issuance of additional capital stock, including upon conversion of any convertible debt securities we may issue, or the incurrence of debt, could have material consequences on our business
and financial condition. The issuance of additional shares of our capital stock (including upon conversion of convertible debt securities):



| |  |  | may significantly reduce the equity interest of our stockholders;
| | - |  | -----------------------------------------------------------------



| |  |  | will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may adversely affect prevailing market prices for our common stock.
| | - |  | -------------------------------------------------------------------

Similarly, if we issue debt securities, it could result in:



| |  |  | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach the covenants contained in any
debt securities, such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional
financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Through December 31, 2007, our efforts have been limited to organizational activities, activities relating to our initial public offering, activities relating to identifying and evaluating prospective acquisition candidates, and
activities relating to general corporate matters; we have neither engaged in any operations nor generated any revenues, other than interest income earned on the proceeds of our private placement and initial public offering. We earned approximately
$14.9 million and $5.2 million in interest income for the year ended December 31, 2007 and for the period from April 27, 2006 through December 31, 2006, respectively, of which $13.9 million and $3.9 million, respectively, was received and $1.0
million and $1.3 million accrued as of December 31, 2007 and December 31, 2006 respectively.



33



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##### Table of Contents

As of December 31, 2007, we had approximately $2.7 million of unrestricted cash available to us for
our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters. The following table shows the total funds held in the trust account through December 31, 2007:



|                                                                                                                           |  |   |            
|-------------------------------------------------------------------------------------------------------------------------- |  | - | -----------
|Net proceeds from our initial public offering and private placement of warrants to Marathon Investors, LLC placed in trust |  | $ | 302,416,724
|Deferred underwriters discounts and commissions                                                                           |  |   | 6,405,736  
|Total interest received to date                                                                                            |  |   | 18,873,755 
|Less total interest disbursed to us for working capital through December 31, 2007                                          |  |   | 3,900,000  
|Less total taxes paid through December 31, 2007                                                                            |  |   | 9,665,406  
|                                                                                                                           |  |   |            
|Total funds held in trust account at December 31, 2007                                                                     |  | $ | 314,130,809
|                                                                                                                           |  |   |            
|Interest Receivable attributable to the Trust                                                                              |  |   | 999,199    
|                                                                                                                           |  |   |            

For the year ended December 31, 2007, we paid or incurred an aggregate of approximately $1.2
million (excluding income taxes) in expenses for the following purposes:



| |  |  | premiums associated with our directors and officers liability insurance;
| | - |  | ------------------------------------------------------------------------



| |  |  | payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | expenses for due diligence and investigation of prospective target businesses;
| | - |  | ------------------------------------------------------------------------------



| |  |  | legal and accounting fees relating to our SEC reporting obligations and general corporate matters; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | miscellaneous expenses.
| | - |  | -----------------------

We believe
that we will have sufficient funds to allow us to operate through August 30, 2008 (our deadline to complete a business combination), at which time the Company will be forced to liquidate, assuming that a business combination is not consummated
during that time. On February 20, 2008, we announced that we had met the criteria under our Amended and Restated Certificate of Incorporation permitting us to extend the period in which we are able to complete a business combination until the
expiration of the 24-month period from the consummation of our initial public offering, or August 30, 2008. Accordingly, our auditors opinion includes an explanatory paragraph expressing substantial doubt about the Companys ability
to continue as a going concern. Over this time period, we anticipate incurring expenses for the following purposes:



| |  |  | payment of premiums associated with our directors and officers insurance;
| | - |  | ---------------------------------------------------------------------------



| |  |  | payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | due diligence and investigation of prospective target businesses;
| | - |  | -----------------------------------------------------------------



| |  |  | legal and accounting fees relating to our SEC reporting obligations and general corporate matters;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | structuring and negotiating a business combination, including the making of a down payment or the payment of exclusivity or similar fees and expenses; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other miscellaneous expenses.
| | - |  | -----------------------------

Recent Accounting
Pronouncements

In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109, (FIN 48), which clarifies the accounting for uncertainty in tax positions. This interpretation requires that we recognize, in our condensed financial
statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective as of January 1, 2007. We have evaluated our tax
positions and the adoption of this pronouncement did not have a material impact on our financial position or results of operations. The Companys 2006 tax return has not been audited by federal or state authorities. The Company will account for
penalties and interest associated with any tax audits as an operating expense.



34



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##### Table of Contents

Fair Value MeasurementsIn September 2006, the FASB issued SFAS No. 157, Fair Value
Measurement (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or
permit fair value measurements and is effective for fiscal years beginning November 15, 2007. We are currently evaluating the adoption of SFAS 157 and its impact on our financial position and results of operation.

The Fair Value Option for Financial Assets and Financial LiabilitiesIn February 2007, the FASB issued SFAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities(SFAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for the first quarter of 2008. We are
currently evaluating the impact of SFAS 159.

Business CombinationsIn December 2007, the FASB issued SFAS No. 141(R),
Business Combinations (SFAS 141(R)). SFAS 141(R) expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and liabilities, including contingencies, be recorded at
the fair value determined on the acquisition date and changes thereafter reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be expensed as incurred. Adoption of SFAS 141(R)
is required for combinations after December 15, 2008. Early adoption and retroactive application of SFAS 141(R) to fiscal years preceding the effective date are not permitted. We are currently evaluating the impact of SFAS 141(R) on the financial
statements.

Noncontrolling Interest in Consolidated Financial StatementsIn December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements (SFAS 160). SFAS 160 re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the
classification of minority interests as a component of equity. Under SFAS 160, a change in control will be measured at fair value, with any gain or loss recognized in earnings. The effective date for SFAS 160 is for annual periods beginning on or
after December 15, 2008. Early adoption and retroactive application of SFAS 160 to fiscal years preceding the effective date are not permitted. We are currently evaluating the impact of SFAS 160 on the financial statements.

Recent Developments

On February 20, 2008, we
announced that we had met the criteria under our Amended and Restated Certificate of Incorporation permitting us to extend the period in which we are able to complete a business combination until the expiration of the 24-month period from the
consummation of our initial public offering, or August 30, 2008.

Critical Accounting Policies

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

Cash and cash
equivalents

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

Earnings per common share

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



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Use of estimates

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

Income taxes

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes.



|Item 7A. | Quantitative and Qualitative Disclosure 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.

As of December 31, 2007, approximately $314.1 million (plus accrued interest of approximately $1.0 million excluding approximately $6.4 million of
deferred underwriting discounts and commissions) was held in trust for the purposes of consummating a business combination. The proceeds held in trust (including approximately $6.4 million of deferred underwriting discounts and commissions) have
been invested in a money market fund that invests principally in short-term securities issued or guaranteed by the United States. As of December 31, 2007, the effective annualized interest rate payable on our investment was approximately 3.52%.
Assuming no other changes to our holdings as of December 31, 2007, a 1% decrease in the underlying interest rate payable on our investment as of December 31, 2007 would result in a decrease of approximately $785,000 in the interest earned
on our investment for the following 90-day period, and a corresponding decrease in our net increase in stockholders equity resulting from operations, if any, for that period.

We have not engaged in any hedging activities since our inception on April 27, 2006. We do not expect to engage in any hedging activities with
respect to the market risk to which we are exposed.



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|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

Index to Financial Statements



|                                                                                                                                                                  |  |     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Documents                                                                                                                                                         |  | Page
|Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting                                                              |  | 38  
|Report of Independent Registered Public Accounting Firm                                                                                                           |  | 39  
|Balance Sheets at December 31, 2007 and December 31, 2006                                                                                                         |  | 40  
|Statements of Operations for the year ended December 31, 2007 and for the periods from April 27, 2006 (inception) through December 31, 2006 and December 31, 2007 |  | 41  
|Statement of Stockholders Equity for the period from April 27, 2006 (inception) through December 31, 2007                                                        |  | 42  
|Statements of Cash Flows for the year ended December 31, 2007 and for the periods from April 27, 2006 (inception) through December 31, 2006 and December 31, 2007 |  | 43  
|Notes to Financial Statements                                                                                                                                     |  | 44  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Marathon Acquisition Corp

We have audited Marathon
Acquisition Corp. internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Marathon Acquisition Corps management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Marathon Acquisition Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of Marathon
Acquisition Corp. as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the year ended December 31, 2007, for the period from April 27, 2006 (inception) through December 31, 2006 and for the period from April 27,
2006 (inception) through December 31, 2007, and our report dated March 14, 2008 expressed an unqualified opinion on those financial statements and included an explanatory paragraph about the Companys ability to continue as a going concern.

/s/ Eisner LLP

New York, New York

March 14, 2008



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Marathon Acquisition Corp.

We have audited the accompanying
balance sheets of Marathon Acquisition Corp (a development stage company) (the Company) as of December 31, 2007, and 2006 and the related statements of operations, stockholders equity, and cash flows for the year ended December 31,
2007, the period from April 27, 2006 (inception) through December 31, 2006 and for the period from April 27, 2006 (inception) through December 31, 2007. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2007, 2006, and the results of its operations and its cash flows for the year ended December 31, 2007, the
period from April 27, 2006 (inception) through December 31, 2006 and for the period from April 27, 2006 (inception) through December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the
Companys Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a business combination within 18 months of the Companys initial public offering or 24 months of the
Companys initial public offering if certain extension criteria are met. The possibility of such business combination not being consummated within the required time raises substantial doubt about the Companys ability to continue as a
going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We also
have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys internal control over financial reporting as of December 31, 2007, based on criteria established in the Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 2008 expressed an unqualified opinion thereon.

/s/ Eisner LLP

New York, New York

March 14, 2008



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MARATHON ACQUISITION CORP.

(a development stage company)

BALANCE SHEETS



|                                                                                                                                                                     |  |                   |             |                   |   |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | ----------------- | - | -----------
|                                                                                                                                                                     |  | December 31, 2007 |             | December 31, 2006
|ASSETS                                                                                                                                                               |  |                   |             |                   |   |            
|Current assets:                                                                                                                                                      |  |                   |             |                   |   |            
|Cash and cash equivalents                                                                                                                                            |  | $                 | 2,671,034   |                   | $ | 1,370,943  
|Prepaid expenses and income taxes                                                                                                                                    |  |                   | 39,935      |                   |   | 181,304    
|Prepaid income taxes                                                                                                                                                 |  |                   | 458,139     |                   |   |           
|Interest receivable                                                                                                                                                  |  |                   | 999,199     |                   |   | 1,333,770  
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Total current assets                                                                                                                                                 |  |                   | 4,168,307   |                   |   | 2,886,017  
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Investments held in trust account                                                                                                                                    |  |                   | 314,130,809 |                   |   | 308,608,131
|Deferred tax asset                                                                                                                                                   |  |                   |            |                   |   | 193,441    
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Total assets                                                                                                                                                         |  | $                 | 318,299,116 |                   | $ | 311,687,589
|                                                                                                                                                                     |  |                   |             |                   |   |            
|                                                                                                                                                                     |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                 |  |                   |             |                   |   |            
|Current liabilities:                                                                                                                                                 |  |                   |             |                   |   |            
|Accrued expenses                                                                                                                                                     |  | $                 | 162,559     |                   | $ | 215,316    
|Income tax payable                                                                                                                                                   |  |                   | 47,886      |                   |   | 66,398     
|Deferred underwriting discounts and commissions                                                                                                                      |  |                   | 6,405,736   |                   |   | 6,405,736  
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Total current liabilities                                                                                                                                            |  |                   | 6,616,181   |                   |   | 6,687,450  
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Common stock subject to possible conversion (8,003,166 shares at $7.72 per share)                                                                                    |  |                   | 61,795,116  |                   |   | 61,795,116 
|Interest attributable to common stock subject to possible conversion (net of income taxes of $1,156,989 at December 31,
2007)                                        |  |                   | 1,402,720   |                   |   |           
|Stockholders equity:                                                                                                                                                |  |                   |             |                   |   |            
|Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding                                                                          |  |                   |            |                   |   |           
|Common stock, $0.0001 par value, 249,000,000 shares authorized; 49,410,850 shares issued and outstanding (including 8,003,166 shares subject
to possible conversion) |  |                   | 4,942       |                   |   | 4,942      
|Additional paid-in capital                                                                                                                                           |  |                   | 240,553,066 |                   |   | 240,553,066
|Retained earnings accumulated during development stage                                                                                                               |  |                   | 7,927,091   |                   |   | 2,647,015  
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Total stockholders equity                                                                                                                                           |  |                   | 248,485,099 |                   |   | 243,205,023
|                                                                                                                                                                     |  |                   |             |                   |   |            
|Total liabilities and stockholders equity                                                                                                                           |  | $                 | 318,299,116 |                   | $ | 311,687,589
|                                                                                                                                                                     |  |                   |             |                   |   |            

See accompanying notes to financial statements



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MARATHON ACQUISITION CORP.

(a development stage company)

STATEMENTS OF OPERATIONS



|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|-------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------------------------------------------- | - | ---------- | ------------------------------------------------------------- |  | - | ---------- | -
|                                                                                                               |  | Year endedDecember 31, 2007 |            |   | Period fromApril 27,
2006(inception) throughDecember 31, 2006 |   |            | Period fromApril 27,
2006(inception) throughDecember 31, 2007 | 
|Formation and general and administrative costs                                                                 |  | $                           | 1,183,948  |   |                                                               | $ | 423,957    |                                                               |  | $ | 1,607,904  |  
|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Net loss from operations                                                                                       |  |                             | (1,183,948 | ) |                                                               |   | (423,957   | )                                                             |  |   | (1,607,904 | )
|Other income  interest                                                                                        |  |                             | 14,875,339 |   |                                                               |   | 5,253,929  |                                                               |  |   | 20,129,268 |  
|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Income before provision for taxes                                                                              |  |                             | 13,691,391 |   |                                                               |   | 4,829,972  |                                                               |  |   | 18,521,364 |  
|Provision for income taxes                                                                                     |  |                             | (7,008,594 | ) |                                                               |   | (2,182,957 | )                                                             |  |   | (9,191,552 | )
|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Net income                                                                                                     |  |                             | 6,682,797  |   |                                                               |   | 2,647,015  |                                                               |  |   | 9,329,812  |  
|Less: Interest attributable to common stock subject to possible conversion (net of income taxes of $1,156,989) |  |                             | (1,402,721 | ) |                                                               |   |           |                                                               |  |   | (1,402,721 | )
|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Net income attributable to common stock not subject to possible conversion                                     |  | $                           | 5,280,076  |   |                                                               | $ | 2,647,015  |                                                               |  | $ | 7,927,091  |  
|                                                                                                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Maximum number of shares subject to possible conversion:                                                       |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Weighted average shares outstanding subject to possible conversion                                             |  |                             | 8,003,166  |   |                                                               |   | 4,162,937  |                                                               |  |   |            |  
|Income per share amount (basic and diluted)                                                                    |  | $                           | 0.18       |   |                                                               | $ | 0.00       |                                                               |  |   |            |  
|Weighted average number of shares outstanding not subject to possible conversion                               |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Basic                                                                                                          |  |                             | 41,407,684 |   |                                                               |   | 26,035,219 |                                                               |  |   |            |  
|Diluted                                                                                                        |  |                             | 52,374,624 |   |                                                               |   | 30,224,108 |                                                               |  |   |            |  
|Net income per share amount                                                                                    |  |                             |            |   |                                                               |   |            |                                                               |  |   |            |  
|Basic                                                                                                          |  | $                           | 0.13       |   |                                                               |   | 0.10       |                                                               |  |   |            |  
|Diluted                                                                                                        |  | $                           | 0.10       |   |                                                               |   | 0.09       |                                                               |  |   |            |  

See accompanying notes to financial statements



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MARATHON ACQUISITION CORP.

(a development stage company)

STATEMENT OF STOCKHOLDERS EQUITY

For the period from April 27, 2006 (inception) through December 31, 2007



|                                                                                                                                                            |  |              |  |                            |       |  |                                            |             |   |                      |   |            |   |  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | -------------------------- | ----- |  | ------------------------------------------ | ----------- | - | -------------------- | - | ---------- | - |  | - | ----------- | -
|                                                                                                                                                            |  | Common Stock |  | Additional Paid-In Capital |       |  | EarningsAccumulatedin theDevelopment Stage |             |   | Stockholders Equity |  
|                                                                                                                                                            |  | Shares       |  | Amount                     |       |  |                                           
|Issuance of common stock to initial stockholders                                                                                                            |  | 9,375,000    |  | $                          | 938   |  | $                                          | 24,062      |   |                      | $ |           |   |  | $ | 25,000      |  
|Sale of 40,035,850 units, net of underwriters discounts and commissions and offering expenses (including 8,003,1666 shares subject to
possible conversion) |  | 40,035,850   |  |                            | 4,004 |  |                                            | 296,824,120 |   |                      |   |           |   |  |   | 296,828,124 |  
|Sale of private placement warrants                                                                                                                          |  |             |  |                            |      |  |                                            | 5,500,000   |   |                      |   |           |   |  |   | 5,500,000   |  
|Net proceeds subject to possible conversion of 8,003,166 shares                                                                                             |  |             |  |                            |      |  |                                            | (61,795,116 | ) |                      |   |           |   |  |   | (61,795,116 | )
|Net Income                                                                                                                                                  |  |             |  |                            |      |  |                                            |            |   |                      |   | 2,647,015  |   |  |   | 2,647,015   |  
|                                                                                                                                                            |  |              |  |                            |       |  |                                            |             |   |                      |   |            |   |  |   |             |  
|Balance at December 31, 2006                                                                                                                                |  | 49,410,850   |  | $                          | 4,942 |  | $                                          | 240,553,066 |   |                      | $ | 2,647,015  |   |  | $ | 243,205,023 |  
|                                                                                                                                                            |  |              |  |                            |       |  |                                            |             |   |                      |   |            |   |  |   |             |  
|Accretion of trust account relating to common stock subject to possible conversion                                                                          |  |             |  |                            |      |  |                                            |            |   |                      |   | (1,402,721 | ) |  |   | (1,402,721  | )
|Net income                                                                                                                                                  |  |             |  |                            |      |  |                                            |            |   |                      |   | 6,682,797  |   |  |   | 6,682,797   |  
|                                                                                                                                                            |  |              |  |                            |       |  |                                            |             |   |                      |   |            |   |  |   |             |  
|Balance at December 31, 2007                                                                                                                                |  | 49,410,850   |  | $                          | 4,942 |  | $                                          | 240,553,066 |   |                      | $ | 7,927,091  |   |  | $ | 248,485,099 |  
|                                                                                                                                                            |  |              |  |                            |       |  |                                            |             |   |                      |   |            |   |  |   |             |  

See accompanying notes to financial statements



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MARATHON ACQUISITION CORP.

(a development stage company)

STATEMENTS OF CASH FLOWS



|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|-------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------------------------------------------- | - | ------------ | ------------------------------------------------------------- |  | - | ------------ | -
|                                                                           |  | Year endedDecember 31, 2007 |            |   | Period fromApril 27,
2006(inception) throughDecember 31, 2006 |   |              | Period fromApril 27,
2006(inception) throughDecember 31, 2007 | 
|Cash flows from operating activities                                       |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Net income                                                                 |  | $                           | 6,682,797  |   |                                                               | $ | 2,647,015    |                                                               |  | $ | 9,329,812    |  
|Adjustments to reconcile net loss to net cash used in operating activities |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Deferred income taxes                                                      |  |                             | 193,441    |   |                                                               |   | (193,441     | )                                                             |  |   |             |  
|Changes in:                                                                |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Prepaid expenses                                                           |  |                             | 104,564    |   |                                                               |   | (181,304     | )                                                             |  |   | (76,740      | )
|Interest receivable                                                        |  |                             | 334,571    |   |                                                               |   | (1,333,770   | )                                                             |  |   | (999,199     | )
|Accrued expenses                                                           |  |                             | (52,757    | ) |                                                               |   | 215,316      |                                                               |  |   | 162,559      |  
|Income tax payable                                                         |  |                             | (439,847   | ) |                                                               |   | 66,398       |                                                               |  |   | (373,449     | )
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Net cash provided by operating activities                                  |  |                             | 6,822,769  |   |                                                               |   | 1,220,214    |                                                               |  |   | 8,042,983    |  
|                                                                           |  |                             |           
|Cash flows from investing activities                                       |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Investments held in trust account                                          |  |                             | (5,522,678 | ) |                                                               |   | (308,608,131 | )                                                             |  |   | (314,130,809 | )
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Net cash used by investing activities                                      |  |                             | (5,522,678 | ) |                                                               |   | (308,608,131 | )                                                             |  |   | (314,130,809 | )
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|                                                                           |  |                             |           
|Cash flows from financing activities                                       |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Proceeds from note to stockholder                                          |  |                             |           |   |                                                               |   | 225,000      |                                                               |  |   | 225,000      |  
|Repayment of note to stockholder                                           |  |                             |           |   |                                                               |   | (225,000     | )                                                             |  |   | (225,000     | )
|Proceeds from public offering, net                                         |  |                             |           |   |                                                               |   | 303,233,860  |                                                               |  |   | 303,233,860  |  
|Proceeds from issuance of warrants                                         |  |                             |           |   |                                                               |   | 5,500,000    |                                                               |  |   | 5,500,000    |  
|Proceeds from issuance of securities to initial stockholders               |  |                             |           |   |                                                               |   | 25,000       |                                                               |  |   | 25,000       |  
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Net cash provided by financing activities                                  |  |                             |           |   |                                                               |   | 308,758,860  |                                                               |  |   | 308,758,860  |  
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Net increase in cash                                                       |  |                             | 1,300,091  |   |                                                               |   | 1,370,943    |                                                               |  |   | 2,671,034    |  
|Cash  beginning of period                                                 |  |                             | 1,370,943  |   |                                                               |   |             |                                                               |  |   |             |  
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Cash  end of period                                                       |  | $                           | 2,671,034  |   |                                                               | $ | 1,370,943    |                                                               |  | $ | 2,671,034    |  
|                                                                           |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Non-cash financing activities                                              |  |                             |            |   |                                                               |   |              |                                                               |  |   |              |  
|Deferred underwriting discounts and commissions                            |  | $                           |           |   |                                                               | $ | 6,405,736    |                                                               |  | $ | 6,405,736    |  
|Cash paid for income taxes                                                 |  | $                           | 7,255,000  |   |                                                               | $ | 2,310,000    |                                                               |  | $ | 9,665,000    |  

See accompanying notes to financial statements



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MARATHON ACQUISITION CORP.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

Note 1Organization and Nature of Business Operations/Basis of Presentation

Marathon Acquisition Corp. (the Company) was incorporated in Delaware on April 27, 2006 as a blank check company whose objective is to
acquire, through a merger, stock exchange, asset acquisition, reorganization or similar business combination, one or more currently unidentified operating business or businesses. The Company is considered to be in the development stage and is
subject to the risks associated with activities of development stage companies. All activity through December 31, 2007 relates to the companys formation, initial public offering (the Offering) and efforts to identify
prospective target businesses described below and in Note 3. At December 31, 2007, the Company had not commenced any operations.

The
registration statement for the Offering was declared effective August 24, 2006. The Company consummated the Offering on August 30, 2006 and received proceeds of approximately $279,000,000, net of underwriting discounts and commissions of
approximately $21,000,000 (including approximately $6,000,000 of deferred underwriting discounts and commissions placed in the trust account pending completion of a business combination). In addition, on September 22, 2006 the underwriters for
the Offering exercised their over-allotment option (the Over-Allotment Option Exercise), which closed on September 27, 2006, generating proceeds of approximately $18,867,000, net of underwriting discounts and commissions of
approximately $1,420,000 (including approximately $400,000 of deferred underwriting discounts and commissions placed in the trust account pending completion of a business combination). The Company incurred additional offering expenses of
approximately $1,039,000, which have been charged to additional paid-in capital. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Over-Allotment Option Exercise,
although substantially all of the net proceeds of the Offering and the Over-Allotment Option Exercise are intended to be generally applied toward consummating a business combination with an operating company or companies. As used herein, a
Target Business shall mean one or more businesses that at the time of the Companys initial business combination has a fair market value of at least 80% of the balance in the trust account (excluding deferred underwriting discounts
and commissions of approximately $6.4 million) described below and a Business Combination shall mean the acquisition by the Company of such Target Business. Furthermore, there is no assurance that the Company will be able to successfully
effect a Business Combination.

The Companys efforts in identifying prospective target businesses will not be limited to a particular
industry. Instead, the Company intends to focus on various industries and target businesses in the United States and Western Europe that may provide significant opportunities for growth.

Upon the closing of the Offering and the Over-Allotment Option Exercise by the underwriters, approximately $308.8 million was placed in a trust account
invested until the earlier of (i) the consummation of the Companys initial Business Combination or (ii) the liquidation of the Company. The amount placed in the trust account consisted of the proceeds of this offering and the
concurrent private placement of warrants discussed in Note 4 as well as approximately $6.4 million of deferred underwriting discounts and commissions that will be released to the underwriters on completion of a Business Combination. The remaining
proceeds outside of the trust account as well as the interest income of up to $3.9 million earned on the trust account balance that may be released to the Company (as described below) may be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative expenses; provided, however, that after such release there remains in the trust account a sufficient amount of interest income previously earned on the trust account
balance to pay any income taxes on such $3.9 million of interest income.



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The Company will seek stockholder approval before it will effect any Business Combination, even if the
Business Combination would not ordinarily require stockholder approval under applicable state law. In connection with the stockholder vote required to approve any Business Combination, the Companys Initial Stockholders have agreed to vote the
shares of common stock owned by them immediately before the Offering in accordance with the majority of the shares of common stock voted by the Public Stockholders. Public Stockholders is defined as the holders of common stock sold as
part of the Units in the Offering or in the aftermarket. The Company will proceed with a Business Combination only if a majority of the shares of common stock voted by the Public Stockholders are voted in favor of the Business Combination and Public
Stockholders owning less than 20% of the shares sold in the Offering exercise their conversion rights. The Initial Stockholders and Marathon Investors, LLC, an entity controlled by the Companys chairman and chief executive officer, have agreed
that if they acquire shares of common stock in or following the Offering, they will vote all such acquired shares in favor of any Business Combination submitted for stockholder approval. If a majority of the shares of common stock voted by the
Public Stockholders are not voted in favor of a proposed initial Business Combination but 24 months has not yet passed since closing of the Offering, the Company may combine with another Target Business meeting the fair market value criterion
described above.

If a Business Combination is approved and completed Public Stockholders voting against a Business Combination will be
entitled to convert their stock into a pro rata share of the total amount on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including any interest earned on their pro rata portion of the trust
account, net of income taxes payable thereon, and net of any interest income of up to $3.9 million on the balance of the trust account previously released to the Company to fund its working capital requirements (subject to the tax holdback).
Public Stockholders who exercise their conversion rights will continue to have the right to exercise any Warrants they may hold. It is important to note that voting against a Business Combination alone will not result in conversion of a
stockholders shares into apro rata share of the trust account, which only occurs when the stockholder exercises the conversion rights described above.

In the event that the Company does not effect a Business Combination within 24 months after consummation of the Offering, the Company will dissolve and promptly distribute only to its Public Stockholders the amount in
the trust account, including accrued interest, less any income taxes payable on interest income and any interest income of up to $3.9 million on the balance of the trust account previously released to the Company to fund its working capital
requirements, including the costs of the Companys dissolution and liquidation (subject to the tax holdback), plus any remaining net assets. In the event of liquidation, it is likely that the per share value of the residual assets remaining
available for distribution (including trust account assets) will be less than the price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units in the Offering discussed in Note 3.)

Going concern consideration  As indicated in the accompanying financial statements, at December 31, 2007 the Company had unrestricted
cash of $2,671,034 and $210,445 in accrued expenses and income taxes payable. The Company believes it will have sufficient available funds outside of the trust account to operate through August 30, 2008. However, the Company has incurred
and expects to incur significant costs in pursuit of its acquisition plans. In addition, there is no assurance that the Company will successfully complete a Business Combination by August 30, 2008. If such business combination is not
consummated the Company will be forced to liquidate upon expiration of this time constraint. These factors, among others, raise substantial doubt about the Companys ability to continue operations as a going concern. The accompanying financial
statements do not include any adjustments that may result from the outcome of this uncertainty.

Note 2Summary of Significant Accounting Policies

[a] Cash and cash equivalents:

The
Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The trust assets are invested in one or more money market funds.



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[b] Earnings per common share:



|(a) | Basic earnings per common share for all periods is computed by dividing the earnings applicable to common stockholders by the weighted average number of common shares outstanding
for the period. Diluted income per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding in the money warrants and the proceeds thereof were used to purchase common shares at the average market
price during the period.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The Companys statement of operations includes a presentation of earnings per share for common stock subject to possible conversion in a manner similar to the two-class method
of earnings per share. Basic and diluted net income per share amount for the maximum number of shares subject to possible conversion is calculated by dividing the net interest income attributable to common shares subject to conversion ($1,402,721,
$0 and $1,402,721 for the year ended December 31, 2007, for the period from April 27, 2006 (inception) through December 31, 2006, and for the period from April 27, 2006 (inception) through December 31, 2007, respectively) by the weighted average
number of shares subject to possible conversion. Basic and diluted net income per share amount for the shares outstanding not subject to possible conversion is calculated by dividing the net income exclusive of the net interest income attributable
to common shares subject to conversion by the weighted average number of shares not subject to possible conversion
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At
December 31, 2007 and 2006, the Company had outstanding warrants to purchase 45,535,850 shares of common stock.

The weighted average
number of shares used in the basic and diluted net income per share for shares outstanding not subject to possible conversion are as follows:



|                                                                                               |  |                                   |  |                                                               
|---------------------------------------------------------------------------------------------- |  | --------------------------------- |  | --------------------------------------------------------------
|                                                                                               |  | For the yearendedDecember 31,2007 |  | For the periodApril 27, 2006(inception)throughDecember 31,2006
|Weighted average number of shares outstanding as used in computation of basic income per share |  | 41,407,684                        |  | 26,035,219                                                    
|Effect of diluted securities  warrants                                                        |  | 10,966,940                        |  | 4,188,889                                                     
|                                                                                               |  |                                   |  |                                                               
|Shares used in computation of diluted income per share                                         |  | 52,027,624                        |  | 30,224,108                                                    
|                                                                                               |  |                                   |  |                                                               

[c] Use of estimates:

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

[d] Financial instruments:

The Companys financial instruments consist principally of cash, cash equivalents and investments held in the trust. The Company believes the financial instruments recorded values approximate current values because of their
nature and respective durations.

[e] Income taxes:

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



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[f] Recent accounting developments:

In September 2006, the Financial Accounting Standards Board (FASB) issues SFAS No. 157, Fair Value Measurements (SFAS 157) This statement defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for financial statements issues for fiscal years beginning after November 15, 2007; however, earlier application is
encouraged. The Company does not expect that the adoption of SFAS 157 will have a material impact on its financial statements.

In July
2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, (FIN 48), which clarifies the accounting for
uncertainty in tax positions. This interpretation requires that we recognize, in our condensed financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of
the position. The provisions of FIN 48 were effective as of January 1, 2007. We have evaluated our tax positions and the adoption of this pronouncement did not have a material impact on our financial position or results of operations. The
Companys 2006 tax return has not been audited by federal or state authorities. The Company will account for penalties and interest associated with any tax audits as an operating expense.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS
159), which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for the first quarter of 2008. The Company is currently evaluating the impact of SFAS 159.

Business CombinationsIn December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS
141(R) expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and liabilities, including contingencies, be recorded at the fair value determined on the acquisition date and changes
thereafter reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be expensed as incurred. Adoption of SFAS 141(R) is required for combinations after December 15, 2008. Early
adoption and retroactive application of SFAS 141(R) to fiscal years preceding the effective date are not permitted. The Company is currently evaluating the impact of SFAS 141(R) on the financial statements.

Noncontrolling Interest in Consolidated Financial StatementsIn December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interest in Consolidated Financial Statements (SFAS 160). SFAS 160 re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the classification of minority
interests as a component of equity. Under SFAS 160, a change in control will be measured at fair value, with any gain or loss recognized in earnings. The effective date for SFAS 160 is for annual periods beginning on or after December 15, 2008.
Early adoption and retroactive application of SFAS 160 to fiscal years preceding the effective date are not permitted. The Company is currently evaluating the impact of SFAS 160 on the financial statements.

Note 3Initial Public Offering

On
August 30, 2006, the Company sold to the public 37,500,000 units (Units) at a price of $8.00 per unit. Each Unit consists of one share of the Companys common stock, $0.0001 par value, and one Redeemable Common Stock Purchase
Warrant (Warrant). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the completion of a Business Combination with a Target Business or
November 24, 2007 and expiring August 24, 2010, unless earlier redeemed. The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price
of the common stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given.



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In accordance with the Warrant Agreement related to the Warrants (the Warrant Agreement), the
Company is only required to use its best efforts to effect the registration of the shares of common stock underlying 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 statement 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.

On September 27, 2006 the Company sold an additional 2,535,850 Units pursuant to the Over-Allotment Option Exercise.

Note 4Note Payable to Affiliate and Related Party Transactions

The Company issued an aggregate of $225,000 in an unsecured promissory note to the Companys chairman, chief executive officer and secretary on May 10, 2006. The note was non-interest bearing and was payable
on the earlier of December 31, 2006 or the consummation of the Offering by the Company. The note was fully repaid on August 30, 2006 and no further amounts are due.

The Company has agreed to pay up to $7,500 a month in total for office space and general and administrative services to an affiliate of the
Companys chairman, chief executive officer and secretary. Services will commence on the completion of the Offering and will terminate upon the earlier of (i) the consummation of a Business Combination, or (ii) the liquidation of the
Company. The Company paid $90,000 for the year ended December 31, 2007, $30,000 for the period from April 27, 2006 through December 31, 2006 and $120,000 for the period from April 27, 2006 through December 31, 2007.

On August 30, 2006, Marathon Investors, LLC, an entity owned and controlled by the Companys chairman, chief executive officer
and secretary, purchased an aggregate of 5,500,000 sponsor warrants at a price of $1.00 per warrant from the Company. Marathon Investors, LLC has agreed that it will not sell or transfer these warrants until completion of a Business Combination,
except in certain limited circumstances.

The Initial Stockholders and Marathon Investors, LLC will be entitled to make up to two demands
that the Company register the 9,375,000 shares and the 5,500,000 shares of common stock underlying the sponsor warrants, pursuant to an agreement signed in connection with the Offering. The Initial Stockholders and Marathon Investors, LLC may elect
to exercise these registration rights at any time (i) after the expiration of the transfer restrictions relating to the shares of common stock and (ii) after the sponsor warrants have become exercisable by their times, in the case of such
warrants and the underlying common stock. In addition, the Initial Stockholders and Marathon Investors, LLC have certain piggy back registration rights on registration statements filed subsequent to the date on which these shares of
common stock are no longer subject to such transfer restrictions or the sponsor warrants become exercisable. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Note 5Units

On May 11, 2006, the Initial
Stockholders purchased 9,375,000 of the Companys securities for an aggregate purchase at a price of $25,000. Each security consisted of one share of the Companys common stock and one warrant to purchase one share of the Companys
common stock. On July 31, 2006, the Initial Stockholders irrevocably agreed to relinquish all of their right, title and interest in and to the warrants contained in such securities. As a result, the Company has cancelled these warrants.

Note 6Preferred Stock

The
Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.



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Note 7Prepaid Expenses

The Companys prepaid expenses asset consisted of the following:



|                                                 |  |   |        
|------------------------------------------------ |  | - | -------
|Insurance                                        |  | $ | 39,936 
|New York State and New York City corporation tax |  |   | 458,138
|                                                 |  |   |        
|Total prepaid expenses                           |  | $ | 498,074
|                                                 |  |   |        

Note 8Income Taxes

The Companys provision for income taxes consisted of the following:



|                           |  |                             |           |                                                               |   |           |                                                               |  |   |          
|-------------------------- |  | --------------------------- | --------- | ------------------------------------------------------------- | - | --------- | ------------------------------------------------------------- |  | - | ---------
|                           |  | Year endedDecember 31, 2007 |           | Period fromApril 27, 2006(inception) throughDecember 31, 2006 |   |           | Period fromApril 27, 2006(inception) throughDecember 31, 2007
|Current                    |  |                             |           |                                                               |   |           |                                                               |  |   |          
|Federal                    |  | $                           | 4,439,626 |                                                               | $ | 1,573,700 |                                                               |  | $ | 6,079,282
|State                      |  |                             | 2,375,968 |                                                               |   | 802,698   |                                                               |  |   | 3,112,710
|                           |  |                             |           |                                                               |   |           |                                                               |  |   |          
|Total current              |  |                             | 6,815,594 |                                                               |   | 2,376,398 |                                                               |  |   | 9,191,992
|Deferred                   |  |                             | 193,000   |                                                               |   | (193,441  | )                                                             |  |   |         
|                           |  |                             |           |                                                               |   |           |                                                               |  |   |          
|Provision for income taxes |  | $                           | 7,008,594 |                                                               | $ | 2,182,927 |                                                               |  | $ | 9,191,992
|                           |  |                             |           |                                                               |   |           |                                                               |  |   |          

The difference between the actual income tax expense and that computed by applying the U.S.
federal income tax rate of 35% to pretax income from operations is summarized below:



|                                                    |  |                             |   |  |                                                               |   |  |                                                               |  
|--------------------------------------------------- |  | --------------------------- | - |  | ------------------------------------------------------------- | - |  | ------------------------------------------------------------- | -
|                                                    |  | Year endedDecember 31, 2007 |   |  | Period fromApril 27, 2006(inception) throughDecember 31, 2006 |   |  | Period fromApril 27, 2006(inception) throughDecember 31, 2007 |  
|Computed expected tax expense                       |  | 35.0                        | % |  | 35.0                                                          | % |  | 35.0                                                          | %
|State and local income taxes net of federal benefit |  | 11.1                        | % |  | 10.5                                                          | % |  | 10.7                                                          | %
|Change in valuation allowance                       |  | 5.0                         | % |  |                                                              |   |  | 4.0                                                           | %
|                                                    |  |                             |   |  |                                                               |   |  |                                                               |  
|Effective tax rate                                  |  | 51.1                        | % |  | 45.5                                                          | % |  | 49.7                                                          | %
|                                                    |  |                             |   |  |                                                               |   |  |                                                               |  

The Company is considered in the development stage for income tax reporting purposes. Federal
income tax regulations require that the Company defer certain expenses for tax purposes. Therefore, the Company has recorded a deferred income tax asset of $725,000 and $193,000 as of December 31, 2007 and 2006, respectively. The Company
believes that it is not more likely than not that it will be able to realize this deferred tax asset in the future and, therefore, it has provided a valuation allowance against this deferred tax asset. The valuation allowances increased by
approximately $725,000 during 2007, which includes establishing a valuation allowance against the deferred tax assets of December 31, 2007.

Note
9Recent Developments

On February 20, 2008, the Company announced that it had met the criteria under its Amended and Restated
Certificate of Incorporation permitting it to extend the period in which the Company is able to complete a business combination until the expiration of the 24-month period from the consummation of its initial public offering, or August 30,
2008.



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Note 10Summarized Quarterly Data (unaudited)

Following is a summary of the quarterly results of operations for the period from April 26, 2006 (inception) through December 31, 2007.



|                     |  |                      |           |                   |   |              |  |               |           |                  |   |                   |  |              |           |  |   |         |  |   |       |  
|-------------------- |  | -------------------- | --------- | ----------------- | - | ------------ |  | ------------- | --------- | ---------------- | - | ----------------- |  | ------------ | --------- |  | - | ------- |  | - | ----- | -
|                     |  | Fiscal Quarter Ended |          
|                     |  | December 31,2007     |           | September 30,2007 |   | June 30,2007 |  | March 31,2007 |           | December 31,2006 |   | September 30,2006 |  | June 30,2006 |          
|Net (loss) income    |  | $                    | 1,478,551 |                   | $ | 1,665,126    |  | $             | 1,552,478 |                  | $ | 1,986,632         |  | $            | 1,991,384 |  | $ | 656,631 |  | $ | (1000 | )
|Net income per share |  |                      |           |                   |   |              |  |               |           |                  |   |                   |  |              |           |  |   |         |  |   |       |  
|Basic                |  | $                    | 0.03      |                   | $ | 0.03         |  | $             | 0.03      |                  | $ | 0.04              |  | $            | 0.04      |  | $ | 0.03    |  | $ | 0.00  |  
|Diluted              |  | $                    | 0.02      |                   | $ | 0.03         |  | $             | 0.03      |                  | $ | 0.03              |  | $            | 0.03      |  | $ | 0.03    |  | $ | 0.00  |  



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|------- | -------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Controls and
Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our
periodic reports filed with the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act), including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and
procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to our management on a timely basis to allow decisions regarding required disclosure. Management, including our chief
executive officer, who also serves as our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as
of December 31, 2007. Based upon that evaluation, management has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

During the fiscal quarter ended December 31, 2007, there was not change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Managements Annual Report on Internal
Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. As defined in Rule 13a-15 under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial or accounting officer and
effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

Under the supervision and with the participation of our management, including our chief executive officer,
who also serves as our principal financial officer, we carried our an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 based on the criteria in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of
December 31, 2007.

Eisner LLP, the independent registered public accounting firm that audited our financial statements included in
this report, has also audited the effectiveness of our internal control over financial reporting as stated in their report included herein.



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Directors and Executive Officers

Certain information, as of March 13, 2008, with respect to each of the current
directors is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became
a director.

The business address of director listed below is 500 Park Avenue, 5thFloor, New York, New York, 10022.



|                 |  |     |  |                                                 |  |                       
|---------------- |  | --- |  | ----------------------------------------------- |  | ----------------------
|Name             |  | Age |  | Position                                        |  | Year Appointed/Elected
|Michael S. Gross |  | 46  |  | Chairman, Chief Executive Officer and Secretary |  | 2006                  
|Adam Aron        |  | 53  |  | Director                                        |  | 2006                  
|Irwin D. Simon   |  | 49  |  | Director                                        |  | 2006                  
|Robert Sheft     |  | 46  |  | Director                                        |  | 2006                  

Michael S. Gross has been the chairman of our board of directors, chief executive
officer and secretary since our inception in April 2006. Since March 2007, Mr. Gross has served as the chairman, chief executive officer and managing member of Solar Capital, LLC, a newly organized externally managed finance company focusing on
debt and equity investments in leveraged companies, including middle-market companies. In addition, since July 2006, Mr. Gross has been co-chairman of the investment committee of Magnetar Financial LLC, an investment manager that invests
primarily in equity and debt securities in the public market, and a senior partner in Magnetar Capital Partners LP, the holding company for Magnetar Financial LLC. In such capacities, Mr. Gross heads Magnetar Financial LLCs credit and
private investment business, which focuses primarily on debt securities, Magnetar Financial LLC has 50 investment professionals and offices in Evanston, Illinois; New York, New York; San Francisco, California; Philadelphia, Pennsylvania and London,
England. Between February 2004 and February 2006, Mr. Gross was the president and chief executive officer of Apollo Investment Corporation, a publicly traded business development company that he founded and on whose board of directors and
investment committee he served as chairman from February 2004 to July 2006, and was the managing partner of Apollo Investment Management, L.P., the investment adviser to Apollo Investment Corporation. Apollo Investment Corporation invests primarily
in middle-market companies in the form of mezzanine and senior secured loans as well as by making direct equity investments in such companies. Under his management, Apollo Investment Corporation raised approximately $930 million in gross proceeds in
an initial public offering in April 2004 and invested approximately $2 billion in over 60 companies in conjunction with 50 different private equity sponsors. From 1990 to February 2006, Mr. Gross was a senior partner at Apollo Management, L.P.,
a leading private equity firm which he founded in 1990 with five other persons. Since its inception through June 30, 2006, Apollo Management, L.P. has invested more than $13 billion in over 150 companies in the United States and Western Europe.
During his tenure at Apollo Management, L.P., Mr. Gross was a member of an investment committee that was responsible for overseeing such investments. In addition, from 2003 to February 2006, Mr. Gross was the managing partner of Apollo
Distressed Investment Fund, an investment fund he founded to invest principally in non-control oriented distressed debt and other investment securities of leveraged companies. Mr. Gross currently serves on the boards of directors of Saks, Inc.,
United Rentals, Inc., Alternative Asset Management Acquisition Corp. and Jarden Corporation, and in the past has served on the boards of directors, including in certain cases, in the capacity as a lead director, of more than 20 public and private
companies. He is a founding member, and serves on the executive committee, of the Youth Renewal Fund, is the chairman of the board of Mt. Sinai Childrens Center Foundation, and serves on the Board of Trustees of the Trinity School and on
the corporate advisory board of the University of Michigan Business School.

Adam Aron has been a director of our company
since May 2006. Mr. Aron currently serves as the chairman and chief executive officer of World Leisure Partners, a personal consulting company, whose principal client is Apollo Management L.P. Mr. Aron was chairman of the board of
directors and chief executive officer of Vail



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Resorts, Inc. from July 1996 to February 2006. Vail Resorts owns and operates Vail, Beaver Creek, Breckenridge, Keystone and Heavenly ski resorts in Colorado
and California; the Grand Teton Lodge Company in Jackson Hole, Wyoming; the RockResorts collection of luxury resort hotels throughout the United States; and an extensive real estate business. Mr. Aron previously served as president and chief
executive officer of Norwegian Cruise Line, senior vice president of marketing for United Airlines and senior vice president-marketing for Hyatt Hotels and Resorts. In addition to serving on our board of directors, Mr. Aron serves on the board
of directors of Starwood Hotels and Resorts Worldwide, FTD Group, Inc. and Rewards Network Inc. He also serves on the board of directors of numerous non-profit organizations and is co-chairman of the National Finance Committee of the Washington,
D.C.-based Democratic Senatorial Campaign Committee, and a member of the Council on Foreign Relations and Business Executives for National Security.

Irwin D. Simon has been a director of our company since June 2006. Mr. Irwin founded The Hain Celestial Group, Inc. and has been its president and chief executive officer and a director since its
inception. Mr. Simon was appointed chairman of the board of directors of Hain Celestial in April 2000. Previously, Mr. Simon was employed in various marketing capacities at Slim-Fast Foods Company and The Haagen-Dazs Company, a division of
Grand Metropolitan, plc. Mr. Simon serves as lead director of Jarden Corporation, an independent non-executive director of Yeo Hiap Seng Limited and as a director of several privately-held companies. Mr. Simon is the past chapter chairman
of YPOGotham Chapter, New York City.

Robert Sheft has been a director of our company since July 2006. Mr. Sheft
is the founder, president and chief executive officer of Simply Floored LLC, a flooring company offering shop-at-home services. From 1997 to 2003, Mr. Sheft was the president and chief executive officer of RMA Home Services, Inc., a company
which he founded that exclusively managed The Home Depot, Inc.s installed siding and window business. In 2003, RMA Home Services, Inc. was acquired by The Home Depot, Inc. From 1991 to 1997, Mr. Sheft was engaged in merchant banking at a
number of mid-sized regional firms. From 1987 to 1990, Mr. Sheft was a lawyer at Skadden, Arps, Slate, Meagher & Flom LLP where he focused primarily on mergers and acquisitions. On April 9, 2007, Mr. Sheft will be joining
Roark Capital Group, a private equity firm based in Atlanta, as managing director. Mr. Sheft has served on the board of directors of a number of privately held companies and is currently a trustee of Pace Academy in Atlanta, Georgia.

Number and Terms of Office of Directors

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Mr. Aron, will
expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Simon and Sheft, will expire at the second annual meeting of stockholders. The term of office of the third class of
directors, consisting of Mr. Gross, will expire at the third annual meeting of stockholders.

These individuals will play a key role
in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition. Collectively, through their positions described above, our directors have extensive
experience in the private equity business. None of these individuals has been a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan and none of these individuals is
currently affiliated with such an entity. However, we believe that the skills and expertise of these individuals, their collective access to target businesses, and their ideas, contacts, and acquisition expertise should enable them to successfully
identify and assist us in completing a business combination. However, there is no assurance such individuals will, in fact, be successful in doing so.

Board Committees

Our board of directors has formed an audit committee, a compensation committee and a governance and
nominating committee. Each committee is comprised of three directors. During 2007, our board of directors held four board meetings and four audit committee meetings. No meetings of the governance and nominating



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committee were held, as no new candidates have been sought for election to our board of directors subsequent to our initial public offering. In addition, no
meetings of the compensation committee were held, as none of our executive officers or directors have received, or will receive, any cash or other compensation for services rendered to us prior to our consummation of a business combination, other
than pursuant to our arrangement with Marathon Management, LLC described below. All directors attended at least 75% of the aggregate number of meetings of the board and of the respective committees on which they served. The Company requires each
director to make a diligent effort to attend all board and committee meetings, as well as each annual or special meeting of stockholders.

Audit Committee

Our audit committee consists of Messrs. Aron, Simon and Sheft, each of whom is
independent as defined in Rule 10A-3 of the Exchange Act and the rules of the American Stock Exchange. In addition, our board of directors has determined that Mr. Aron is an audit committee financial expert as that term
is defined under Item 401 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The responsibilities of our audit committee include:



| |  |  | meeting with our management periodically to consider the adequacy of our internal control over financial reporting and the objectivity of our financial reporting;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | appointing the independent registered public accounting firm, determining the compensation of the independent registered public accounting firm and pre-approving
the engagement of the independent registered public accounting firm for audit and non-audit services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | overseeing the independent registered public accounting firm, including reviewing independence and quality control procedures and experience and qualifications of
audit personnel that are providing us audit services;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | meeting with the independent registered public accounting firm and reviewing the scope and significant findings of the audits performed by them, and meeting with
management and internal financial personnel regarding these matters;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing our financing plans, the adequacy and sufficiency of our financial and accounting controls, practices and procedures, the activities and recommendations
of the auditors and our reporting policies and practices, and reporting recommendations to our full board of directors for approval;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential,
anonymous submissions by employees of concerns regarding questionable accounting or auditing matters;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | following the completion of this offering, preparing the report required by the rules of the SEC to be included in our annual proxy statement; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving all expense reimbursements made to members of our management team; any expense reimbursements payable to members of our audit committee will
be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of independent
directors who are financially literate as defined under the American Stock Exchange listing standards. The American Stock Exchange listing standards define financially literate as being able to read and understand
fundamental financial statements, including a companys balance sheet, income statement and cash flow statement.

In addition, we must
certify to the American Stock Exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable
experience or background that results in the individuals



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financial sophistication. The board of directors has determined that Mr. Aron satisfies the American Stock Exchanges definition of financial
sophistication and also qualifies as an audit committee financial expert, as defined under rules and regulations of the Securities and Exchange Commission.

Compensation Committee

Our compensation committee consists of Messrs. Aron, Simon and Sheft,
each of whom is independent as defined in the rules of the American Stock Exchange. The functions of our compensation committee include:



| |  |  | establishing overall employee compensation policies and recommending to our board of directors major compensation programs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | subsequent to our consummation of a business combination, reviewing and approving the compensation of our officers and directors, including salary and bonus awards;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | administering our various employee benefit, pension and equity incentive programs;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | reviewing officer and director indemnification and insurance matters; and
| | - |  | -------------------------------------------------------------------------



| |  |  | following the completion of this offering, preparing an annual report on executive compensation for inclusion in our proxy statement.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

Our compensation committee does not currently have a charter or written policy with regard to the processed and procedures for the consideration and
determination of executive and director compensation, as our executive officers and directors have not received, and will not receive, any cash or other compensation for services rendered to us prior to our consummation of a business combination,
other than pursuant to our arrangement with Marathon Management, LLC, an entity owned and controlled by Mr. Gross, pursuant to which we have agreed to pay a total of $7,500 per month for office space and administrative services, including
secretarial support, until we have consummated a business combination. This arrangement was agreed to by Marathon Management, LLC for our benefit and is not intended to provide Mr. Gross compensation in lieu of a salary. We believe that such
fees are at least as favorable as we could have obtained from an unaffiliated third party. No other director has a relationship with or interest in Marathon Management, LLC.

Governance and Nominating Committee

Our governance and nominating committee consists of Messrs. Aron, Simon and Sheft, each of whom is independent as defined in the rules of the American Stock Exchange. The functions of our governance and nominating committee
include:



| |  |  | recommending qualified candidates for election to our board of directors;
| | - |  | -------------------------------------------------------------------------



| |  |  | evaluating and reviewing the performance of existing directors;
| | - |  | ---------------------------------------------------------------



| |  |  | making recommendations to our board of directors regarding governance matters, including our amended and restated certificate of incorporation, bylaws and charters
of our committees; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | developing and recommending to our board of directors governance and nominating guidelines and principles applicable to us.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

The governance and nominating committee does not currently have a charter or written policy with regard to the nomination process or stockholder
recommendations. The absence of such a policy does not mean, however, that a stockholder recommendation would not have been considered had one been received.

The governance and nominating committee will consider qualified director nominees recommended by stockholders when such recommendations are submitted in accordance with our bylaws and any applicable law, rule or
regulation regarding director nominations. When submitting a nomination to the governance and nominating committee for consideration, a stockholder must provide certain information that would be required



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under applicable Commission rules, including the following minimum information for each director nominee: full name, age and address; principal occupation
during the past five years; current directorships on publicly held companies and investment companies; number of shares of our common stock owned, if any; and, a written consent of the individual to stand for election if nominated by the board of
directors and to serve if elected by the stockholders.

In evaluating director nominees, our governance and nominating committee considers
the following factors:



| |  |  | the appropriate size and composition of our board of directors;
| | - |  | ---------------------------------------------------------------



| |  |  | whether or not the person would be an independent director within the meaning of Rule 10A-3 under the Exchange Act and the rules of the American Stock
Exchange;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our needs with respect to the particular talents and experience of our directors;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other
members of the board of directors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | familiarity with national and international business matters;
| | - |  | -------------------------------------------------------------



| |  |  | experience with accounting rules and practices;
| | - |  | -----------------------------------------------



| |  |  | appreciation of the relationship of our business to the changing needs of society;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all applicable laws, rules, regulations, and listing standards.
| | - |  | ---------------------------------------------------------------

The boards goal is to assemble a board of directors that brings a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing there are no stated minimum criteria for director nominees, although the governance and nominating committee may also consider
such other factors as its members may deem are in the best interests of us and our stockholders. The governance and nominating committee also believes it appropriate for certain key members of our management to participate as members of the board of
directors.

Our governance and nominating committee identifies nominees by first evaluating the current members of the board of directors
willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of
service by existing members of the board of directors with that of obtaining a new perspective. If any member of the board of directors does not wish to continue in service or if the board of directors decides not to re-nominate a member for
re-election, the governance and nominating committee will identify the desired skills and experience of a new nominee in light of the criteria above. The entire board of directors is polled for suggestions as to individuals meeting the
aforementioned criteria. Research may also be performed to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees although we reserve the right in the future to
retain a third party search firm, if necessary.

Code of Ethics

We have adopted a code of ethics that applies to our officers, directors and employees. We have filed a copy of our code of ethics as an exhibit to the registration statement of which this prospectus is a part. You
may review this document by accessing our public filings at the SECs web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or
waivers of certain provisions of our code of ethics in a Form 8-K.



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Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Act of 1934, the Companys directors and executive officers, and any persons holding 10% or more of
its common stock, are required to report their beneficial ownership and any changes therein to the Commission and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to
file such reports by those due dates. Based on the Companys review of Forms 3, 4 and 5 filed by such persons, the Company believes that during the fiscal year ended December 31, 2007 all Section 16(a) filing requirements applicable
to such persons were met in a timely manner.



|Item 11. | Executive Compensation
|-------- | ----------------------

Executive Officer
and Director Compensation

Members of our management team, including our directors, have not received any cash or other compensation for
services rendered to us to date. Commencing on August 24, 2006 through the acquisition of a target business, we have agreed to pay Marathon Management, LLC, an entity owned and controlled by Mr. Gross, a total of $7,500 per month for
office space and administrative services, including secretarial support. This arrangement was agreed to by Marathon Management, LLC for our benefit and is not intended to provide Mr. Gross compensation in lieu of a salary. We believe that such
fees are at least as favorable as we could have obtained from an unaffiliated third party. No other director has a relationship with or interest in Marathon Management, LLC. For the year ended December 31, 2007, we paid Marathon Management, LLC
a total of $90,000 pursuant to this arrangement.

Other than this $7,500 per-month fee, no compensation of any kind, including
finders and consulting fees, will be paid to any members of our management team, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, these individuals will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. After a business combination, members of our
management team, including our directors, who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy
solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider a business combination, as it will be up to the directors of the
post-combination business to determine executive and director compensation.

Compensation Discussion and Analysis

We have not included a compensation discussion and analysis, as members of our management team, including our directors, have not received any cash or
other compensation for services rendered to us during the year ended December 31, 2007.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth information regarding the beneficial ownership of our common stock as of March 13, 2008, by:



| |  |  | each person known by us, as a result of such persons public filings with the SEC and the information contained therein, to be the beneficial owner of more
than 5% of our outstanding shares of common stock;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each of our officers and directors; and
| | - |  | ---------------------------------------



| |  |  | all of our officers and directors as a group.
| | - |  | ---------------------------------------------



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Unless otherwise indicated, we believe that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the sponsor warrants or our other outstanding warrants, as we do not believe that these
warrants will become exercisable within 60 days of March 13, 2008.



|                                                                                                                                                                                                                                                                                                                                                                                 |  |                  |  |                       |   |  |                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | --------------------- | - |  | ------------------------------------------------------------
|Name                                                                                                                                                                                                                                                                                                                                                                             |  | Number of Shares |  | Percentageof Class(1) |   |  | Relationship to Us                                          
|Michael Gross(2)                                                                                                                                                                                                                                                                                                                                                                 |  | 9,225,000        |  | 18.7                  | % |  | Chairman of the Board, Chief Executive Officer and Secretary
|Adam Aron                                                                                                                                                                                                                                                                                                                                                                        |  | 50,000           |  | *                     |   |  | Director                                                    
|Irwin D. Simon                                                                                                                                                                                                                                                                                                                                                                   |  | 50,000           |  | *                     |   |  | Director                                                    
|Robert Sheft                                                                                                                                                                                                                                                                                                                                                                     |  | 50,000           |  | *                     |   |  | Director                                                    
|Executive officers and directors as a group                                                                                                                                                                                                                                                                                                                                      |  | 9,375,000        |  | 19.0                  | % |  |                                                             
|Soros Strategic Partners LP/SFM Participation II, L.P./SFM AH LLC/Soros Fund Management LLC/George Soros/Robert Soros/Jonathan
Soros(3)623 5thAvenue26thFloorNew York, NY 10022                                                                                                                                                                                                  |  | 3,750,000        |  | 7.6                   | % |  | Stockholder                                                 
|The Baupost Group, L.L.C./SAK Corporation/Seth A. Klarman(4)10 St. James AvenueSuite 2000Boston, MA 02116                                                                                                                                                                                                                                                                        |  | 5,277,639        |  | 10.7                  | % |  | Stockholder                                                 
|Satellite Fund II, L.P./Satellite Fund IV, L.P./Satellite Overseas Fund, Ltd./The Apogee Fund, Ltd./Satellite Overseas Fund V, Ltd./Satellite
Overseas Fund VI, Ltd./Satellite Overseas Fund VIII, Ltd./Satellite Overseas Fund IX, Ltd./Satellite Asset Management, L.P./Satellite Fund Management LLC/Satellite Advisers, L.L.C.(5)623 Fifth Avenue19thFloorNew York, NY 10022 |  | 3,405,017        |  | 6.9                   | % |  | Stockholder                                                 
|Sapling, LLC/Fir Tree Capital Opportunity Master Fund, L.P./Fir Tree, Inc.(6)505 Fifth Avenue23rdFloorNew York, NY 10017                                                                                                                                                                                                                                                         |  | 4,474,800        |  | 9.1                   | % |  | Stockholder                                                 
|Dorset Management Corporation/David M. Knott(7)485 Underhill Boulevard, Suite 205Syosset, NY 11791                                                                                                                                                                                                                                                                               |  | 2,725,000        |  | 5.5                   | % |  | Stockholder                                                 
|Oliveira Capital, LLC(8)18 Fieldstone
CourtNew City, NY 10956                                                                                                                                                                                                                                                                                                                    |  | 2,650,000        |  | 5.4                   | % |  | Stockholder                                                 
|Azimuth Opportunity, Ltd.(9)Qwomar
Complex, 4thFloorP.O. Box 3170Road Town, TortolaBritish Virgin Islands                                                                                                                                                                                                                                                                        |  | 3,576,000        |  | 7.2                   | % |  | Stockholder                                                 
|Millenco LLC/Millennium Management LLC/Israel A. Englander(10)666 Fifth AvenueNew York, NY 10103                                                                                                                                                                                                                                                                                 |  | 2,473,525        |  | 5.0                   | % |  | Stockholder                                                 



|* | Represents less than one percent.
|- | ---------------------------------

|(1) | Based on a total of 49,410,850 shares of the Companys common stock issued and outstanding on March 13, 2008.
|--- | -------------------------------------------------------------------------------------------------------------

|(2) | Marathon Founders, LLC is the record holder of all of these shares. Marathon Founders, LLC is owned and controlled by
Mr. Gross. As a result, Mr. Gross may be deemed to beneficially own the shares held by Marathon Founders, LLC.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(3) | Based upon information contained in the Schedule 13G filed February 14, 2007 by Soros Strategic Partners LP, SFM
Participation II, L.P., SFM AH LLC, Soros Fund Management LLC, George Soros, Robert Soros and Jonathan Soros. Pursuant to the Schedule 13G, Soros Fund Management LLC is the managing member of Soros Strategic Partners LP, SFM Participation II, L.P.
and SF AH LLC. In addition, pursuant to the Schedule 13G, SFM AH LLC is a general partner of both Soros Strategic Partners LP and SFM Participation II, L.P., and SFM Participation II, L.P. is a general partner of Soros Strategic Partners LP.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Based upon information contained in the Schedule 13G/A filed July 9, 2007 by The Baupost Group, L.L.C., SAK
Corporation and Seth A. Klarman. Pursuant to the Schedule 13G/A, Mr. Klarman is the sole director of SAK Corporation, which serves as manager for The Baupost Group.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Based upon information contained in the Schedule 13G/A filed February 13, 2008 by Satellite Fund II, L.P.,
Satellite Fund IV, L.P., Satellite Overseas Fund, Ltd., The Apogee Fund, Ltd., Satellite Overseas Fund V, Ltd., Satellite Overseas Fund VI, Ltd., Satellite Overseas Fund VIII, Ltd., Satellite Overseas Fund IX, Ltd., Satellite Asset Management, L.P.,
Satellite Fund Management LLC and Satellite Advisers, L.L.C. Pursuant to the Schedule 13G/A, Satellite Advisers, L.L.C. has discretionary trading authority over Satellite Fund II, L.P. and Satellite Fund IV, L.P., which collectively hold
approximately 696,389 shares of our common stock. In addition, pursuant to the Schedule 13G/A, Satellite Asset Management, L.P. has discretionary investment trading authority over Satellite Overseas Fund, Ltd., The Apogee Fund, Ltd., Satellite
Overseas Fund V, Ltd., Satellite Overseas Fund VI, Ltd., Satellite Overseas Fund VIII, Ltd. and Satellite Overseas Fund IX, Ltd., which collectively hold 2,708,628 shares of our common stock. The Schedule 13G/A lists Satellite Fund Management LLC as
the general partner of Satellite Asset Management, L.P.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Based upon information contained in the Schedule 13G/A filed February 14, 2008 by Sapling, LLC, Fir Tree Capital
Opportunity Master Fund, L.P. and Fir Tree, Inc. Sapling, LLC may direct the voting and disposition of 3,699,468 shares of our common stock and Fir Tree Capital Opportunity Master Fund, L.P. may direct the voting and disposition of 775,332 shares of
our common stock. Pursuant to the Schedule 13G/A, Fir Tree, Inc. serves as the manager for both Sapling, LLC and Fir Tree Capital Opportunity Master Fund, L.P. Pursuant to the Schedule 13G/A, Jeffrey Tannenbaum is the president of Fir Tree, Inc.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Based upon information contained in the Schedule 13G/A filed February 14, 2007 by Dorset Management Corporation and
David M. Knott. Pursuant to the Schedule 13G/A, Mr. Knott is the president of Dorset Management Corporation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Based upon information contained in the Schedule 13G filed August 31, 2006 by Oliveira Capital, LLC. Pursuant to
the Schedule 13G, Steven Oliveira is the managing member of Oliveira Capital, LLC.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Based upon information contained in the Schedule 13G/A filed October 29, 2007 by Azimuth Opportunity, Ltd.
|--- | ----------------------------------------------------------------------------------------------------------

|(10) | Based upon information contained in the Schedule 13G filed January 25, 2008 by Millenco LLC, Millennium Management
LLC and Israel A. Englander. Pursuant to the Schedule 13G, Mr. Englander serves as the managing member of Millennium Management LLC, the manager of Millenco LLC. As a result, each of Mr. Englander and Millennium Management LLC may be
deemed to have shares voting and investment discretion over the securities owned by Millenco LLC.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Certain Relationships and Related Transactions

On May 11, 2006, Marathon Founders, LLC, an
entity owned and controlled by Mr. Gross, and a current and former member of our board of directors, purchased 9,275,000, 50,000 and 50,000 shares of our common stock, respectively, for an aggregate purchase price of $25,000. Subsequently, the
former member of our board of directors and Marathon Founders, LLC transferred 50,000 of their shares of our common stock to each of Irwin D. Simon and Robert Sheft, members of our board of directors. As of the date of this prospectus, Marathon
Founders, LLC, Mr. Aron, Mr. Simon and Mr. Sheft own 9,225,000, 50,000, 50,000 and 50,000 shares of our common stock, respectively.

On May 11, 2006, Marathon Investors, LLC, an entity owned and controlled by Mr. Gross, purchased 5.5 million sponsor warrants, each exercisable for one share of our common stock, for an aggregate purchase price of $5.5
million.

The initial stockholders and Marathon Investors, LLC will be entitled to make up to two demands that we register the 9,375,000
shares and the 5,500,000 shares of common stock underlying the sponsor warrants, pursuant to an agreement signed in connection with our initial public offering. The initial stockholders and Marathon Investors, LLC may elect to exercise these
registration rights at any time (i) after the expiration of the transfer restrictions relating to the shares of common stock and (ii) after the sponsor warrants become exercisable by their terms, in the case of such warrants and the
underlying shares of common stock. In addition, the initial



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stockholders and Marathon Investors, LLC have certain piggy-back registration rights on registration statements filed subsequent to the date on
which these shares of common stock are no longer subject to such transfer restrictions or the sponsor warrants become exercisable. We will bear the expenses incurred in connection with the filing of any such registration statements.

We have agreed to pay Marathon Management, LLC, an entity owned and controlled by Mr. Gross, a monthly fee of $7,500 for office space and
administrative services, including secretarial support. This arrangement is being agreed to by Marathon Management, LLC for our benefit and is not intended to provide Mr. Gross compensation in lieu of a salary. We believe that such fees are at
least as favorable as we could have obtained from an unaffiliated third party. For the year ended December 31, 2007, we paid Marathon Management, LLC a total of $90,000 pursuant to this arrangement.

Mr. Gross advanced $225,000 to us to cover expenses related to our initial public offering. This advance was non-interest bearing and unsecured and
was repaid upon consummation of our initial public offering.

We will reimburse members of our management team for any reasonable
out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. Subject to availability of proceeds not placed in the
trust account and interest income of up to $3.9 million (subject to the tax holdback) on the balance in the trust account, there is no limit on the amount of out-of-pocket expenses that could be incurred. Our audit committee will review and approve
all expense reimbursements made to members of our management team and any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining
from such review and approval. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account and the interest income of up to $3.9 million on the balance of the trust account (subject to the tax
holdback), such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination.

Other than the $7,500
per month administrative fees and reimbursable out-of-pocket expenses payable to members of our management team, no compensation or fees of any kind, including finders and consulting fees, will be paid to any members of our management team who owned
our common stock prior to this offering, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

In the course of their other business activities, our management team may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which
they are affiliated. Specifically, Mr. Gross, our chairman and chief executive officer, serves as co-chairman of the investment committee of Magnetar Financial LLC, an investment manager, and a senior partner in Magnetar Capital Partners LP,
the holding company for Magnetar Financial LLC. In such capacities, Mr. Gross heads Magnetar Financial LLCs credit and private investment business, which focuses primarily on debt securities. In addition, since March 2007, Mr. Gross
has served as the chairman, chief executive officer and managing member of Solar Capital, LLC, a newly organized externally managed finance company focusing on debt and equity investments in leveraged companies, including middle-market companies.
Mr. Gross, as well as other members of our management team, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

After a business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined
company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a
stockholder meeting held to consider a business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time
of its determination in a Form 8-K, as required by the SEC.



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All ongoing and future transactions between us and any member of our management team or their respective
affiliates, including loans by members of our management team, will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable than are available from unaffiliated third parties. Such
transactions or loans, including any forgiveness of loans, will require prior approval in each instance by a majority of our uninterested independent directors, to the extent we have independent directors, or the members of our board who
do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to
ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less
favorable to us than with an unaffiliated third party, we would not engage in such transaction.

Other Conflicts of Interest

You should also be aware of the following potential conflicts of interest:



| |  |  | Members of our management team are not required to commit their full time to our affairs and, accordingly, they will have conflicts of interest in allocating
management time among various business activities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Members of our management team may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to
those intended to be conducted by our company.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Since Messrs. Gross, Aron, Simon and Sheft will beneficially own shares of our common stock, which will be subject to the transfer restrictions described in this
prospectus, they may have a conflict of interest in determining whether a particular target business is appropriate for us and our stockholders. The personal and financial interests of Messrs. Gross, Aron, Simon and Sheft may influence their
motivation in identifying and selecting a target business, completing a business combination timely and securing the release of their stock.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the event we elect to make a substantial down payment, or otherwise incur significant expenses, in connection with a potential business combination, our expenses
could exceed the remaining proceeds not held in trust. Members of our management team may have a conflict of interest with respect to evaluating a particular business combination if we incur such excess expenses. Specifically, members of our
management team may tend to favor potential business combinations with target businesses that offer to reimburse any expenses in excess of our available proceeds not held in trust as well as the interest income of up to $3.9 million earned on the
trust account balance that may be released to us (subject to the tax holdback).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Members of our management team may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
such members of our management team were included by a target business as a condition to any agreement with respect to a business combination.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:



| |  |  | the corporation could financially undertake the opportunity;
| | - |  | ------------------------------------------------------------



| |  |  | the opportunity is within the corporations line of business; and
| | - |  | -----------------------------------------------------------------



| |  |  | it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

Accordingly, as a result of multiple business affiliations, members of our management team may have similar legal
obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board of directors evaluates a particular business



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opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

Each member of our management team has, or may come to have, to a certain degree, other fiduciary obligations. Members of our management
team have fiduciary obligations to other companies on whose board of directors they presently sit, or may have obligations to companies whose board of directors they may join in the future. To the extent that they identify business opportunities
that may be suitable for us or other companies on whose board of directors they may sit, our directors will honor those fiduciary obligations. Accordingly, they may not present opportunities to us that come to their attention in the performance of
their duties as directors of such other entities unless the other companies have declined to accept such opportunities or clearly lack the resources to take advantage of such opportunities.

Our initial stockholders have agreed to waive their respective rights to participate in any liquidation distribution occurring upon our failure to
consummate a business combination, but only with respect to those shares of common stock acquired by them prior to our initial public offering; they will participate in any liquidation distribution with respect to any shares of common stock acquired
in connection with or following our initial public offering. In connection with the vote required for any business combination, the initial stockholders and Marathon Investors, LLC have agreed to vote their respective shares of common stock acquired
by them in the open market in or after this offering in favor of a business combination. As a result, the initial stockholders and Marathon Investors, LLC must vote shares acquired in or after this offering in favor of the proposed initial business
combination with respect to those shares, and will therefore not be eligible to exercise conversion rights for those shares if our initial business combination is approved by a majority of our public stockholders. We will proceed with the business
combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion
rights.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which
is affiliated with any members of our management team, unless we obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the National Association of Securities Dealers, Inc. that a business combination with
such target business is fair to our stockholders from a financial point of view. Importantly, the receipt of such an opinion will only minimize potential conflicts of interest but not eliminate them. As a result, members of our management team will
face conflicts in determining whether an affiliated target business is appropriate for us and our stockholders. We are not currently aware of any potential business combination opportunities with any such affiliated target business. We intend to
review such affiliated target businesses when and if they are presented to us.

Director Independence

Our board of directors has determined that Messrs. Aron, Simon and Sheft are independent directors as such term is defined in Rule 10A-3
of the Exchange Act and the rules of the American Stock Exchange.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------

Eisner LLP (Eisner) is exclusively responsible for the opinion rendered in connection with its examination.



|                   |  |                                    |         |                                    |   |        
|------------------ |  | ---------------------------------- | ------- | ---------------------------------- | - | -------
|                   |  | Fiscal Year EndedDecember 31, 2007 |         | Fiscal Year EndedDecember 31, 2006
|Fees               |  | $                                  |        |                                    | $ | 42,000 
|Audit-related fees |  |                                    | 117,625 |                                    |   | 83,000 
|Tax fees           |  |                                    | 14,629  |                                    |   | 2,000  
|All other fees     |  |                                    |        |                                    |   |       
|                   |  |                                    |         |                                    |   |        
|Total fees         |  | $                                  | 132,254 |                                    | $ | 127,000
|                   |  |                                    |         |                                    |   |        



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Audit Fees. Audit fees consist of fees billed for professional services rendered for the
audit of our year-end financial statements and services that are normally provided by Eisner in connection with statutory and regulatory filings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under
Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees. Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal,
state, and local tax compliance.

All Other Fees. All other fees would include fees for products and services other than the
services reported above.

Policy on Board Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

The audit committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditor. In recognition of this
responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

In addition to retaining Eisner to audit our consolidated financial statements for the year ended December 31, 2007, we retained Eisner to provide tax preparation work to us for our 2007 fiscal year. We
understand the need for Eisner to maintain objectivity and independence in its audit of our financial statements.



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PART IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------

1. Financial Statements:

Index to Financial Statements



|                                                                                                                                                                  |  |     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Documents                                                                                                                                                         |  | Page
|Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting                                                              |  | 38  
|Report of Independent Registered Public Accounting Firm                                                                                                           |  | 39  
|Balance Sheets at December 31, 2007 and December 31, 2006                                                                                                         |  | 40  
|Statements of Operations for the year ended December 31, 2007 and for the periods from April 27, 2006 (inception) through December 31, 2006 and December 31, 2007 |  | 41  
|Statement of Stockholders Equity for the period from April 27, 2006 (inception) through December 31, 2007                                                        |  | 42  
|Statements of Cash Flows for the year ended December 31, 2007 and for the periods from April 27, 2006 (inception) through December 31, 2006 and December 31, 2007 |  | 43  
|Notes to Financial Statements                                                                                                                                     |  | 44  

2. Financial Statement Schedule(s):

No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been
presented in the aforementioned financial statements.

3. Exhibits:



|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation *                                                                                                                                
|     | 
|3.2  |  | By-laws **                                                                                                                                                                         
|     | 
|4.1  |  | Specimen Unit Certificate **                                                                                                                                                       
|     | 
|4.2  |  | Specimen Common Stock Certificate **                                                                                                                                               
|     | 
|4.3  |  | Specimen Warrant Certificate **                                                                                                                                                    
|     | 
|4.4  |  | Form of Warrant Agreement entered into by and between The Bank of New York and the Registrant ***                                                                                  
|     | 
|10.1 |  | Form of Letter Agreement between the Registrant and each of Marathon Founders, LLC, Marathon Investors, LLC, and all of the directors and executive officers of the Registrant
****
|     | 
|10.2 |  | Promissory Note, dated May 11, 2006, issued to Michael S. Gross*****                                                                                                               
|     | 
|10.3 |  | Letter Agreement between the Registrant and Marathon Management, LLC **                                                                                                            
|     | 
|10.4 |  | Form of Registration Rights Agreement among the Registrant, Marathon Investors, LLC, Marathon Founders, LLC and certain directors of the Registrant ****                           
|     | 
|10.5 |  | Founders Unit Agreement among the Registrant and Marathon Founders, LLC and certain directors of the Registrant *****                                                             
|     | 
|10.6 |  | Form of Indemnity Agreement between the Registrant and each of its directors and executive officers **                                                                             
|     | 
|10.7 |  | Form of Investment Management Trust Account Agreement by and between the Registrant and The Bank of New York ****                                                                  
|     | 
|10.8 |  | Founder Warrant Purchase Agreement between the Registrant and Marathon Investors, LLC *****                                                                                        



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|     |  |                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
|     | 
|32.1 |  | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                 



|* | Previously filed in connection with Marathon Acquisition Corp.s registration statement on Form S-1 (File No. 333-134078) filed on May 12, 2006.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------

|** | Previously filed in connection with amendment no. 2 to Marathon Acquisition Corp.s registration statement on Form S-1 (File No. 333-134078) filed on August 1, 2006.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Previously filed in connection with amendment no. 5 to Marathon Acquisition Corp.s registration statement on Form S-1 (File No. 333-134078) filed on August 23, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Previously filed in connection with amendment no. 3 to Marathon Acquisition Corp.s registration statement on Form S-1 (File No. 333-134078) filed on August 8, 2006.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|***** | Previously filed in connection with amendment no. 1 to Marathon Acquisition Corp.s registration statement on Form S-1 (File No. 333-134078) filed on June 29, 2006.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                                      
|-------------------- |  | -------------------------------------
|                     |  | MARATHON ACQUISITION CORP.           
|                     | 
|Date: March 17, 2008 |  | /s/    MICHAEL S.
GROSS              
|                     |  | Michael S. Gross                     
|                     |  | Chief Executive Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.



|                     |  |                                                                                                                           
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|Date: March 17, 2008 |  | /s/    MICHAEL S.
GROSS                                                                                                   
|                     |  | Michael S. Gross                                                                                                          
|                     |  | Chairman of the Board, Chief Executive Officer and Secretary (Principal Executive
Officer and Principal Financial Officer)
|                     | 
|Date: March 17, 2008 |  | /s/    ADAM
ARON                                                                                                          
|                     |  | Adam Aron                                                                                                                 
|                     |  | Director                                                                                                                  
|                     | 
|Date: March 17, 2008 |  | /s/    IRWIN D.
SIMON                                                                                                     
|                     |  | Irwin D. Simon                                                                                                            
|                     |  | Director                                                                                                                  
|                     | 
|Date: March 17, 2008 |  | /s/    ROBERT
SHEFT                                                                                                       
|                     |  | Robert Sheft                                                                                                              
|                     |  | Director                                                                                                                  



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