##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2007oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________________ to _______________________________
 Commission File Number:
    
    001-33217
 Freedom Acquisition Holdings, Inc.
  Delaware
    
    20-5009693(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification Number)
 1114 Avenue of the Americas, 41st Floor
New York, New York 10036
 (212) 380-2230
 
 x o
   o Large accelerated filer
    
    o Accelerated filer
    
    x Non-accelerated filer
 x o




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##### 



Forward-Looking Statements
 This report, and the information incorporated by reference in it, include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our
forward-looking statements include, but are not limited to, statements regarding our expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words anticipates,
believe, continue, could, estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors and the following:
 
    
    our ability to complete a combination with one or more target businesses, including the
acquisition of GLG Partners LP and certain affiliated entities;
    
    our success in retaining or recruiting, or changes required in, our management or
directors following a business combination;
    
    our potential inability to obtain additional financing to complete the acquisition of GLG;
    
    our limited pool of prospective target businesses, including if the acquisition fails to close;
    
    the change in control of Freedom once the acquisition is consummated;
    
    public securities limited liquidity and trading;
    
    the delisting of our securities from the American Stock Exchange or an inability to have
our securities listed on the American Stock Exchange, the New York Stock Exchange or
another exchange following the consummation of the acquisition;
    
    use of proceeds not in trust or available to us from interest income on the trust account balance; or
    
    financial performance.
 Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from those projected in
these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable law.
 References in this report to we, us or our company refer to Freedom Acquisition
Holdings, Inc. References to public stockholders refer to purchasers of our securities by
persons other than our founders in, or subsequent to, our initial public offering.
 1




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. Financial Statements.
 FREEDOM ACQUISITION HOLDINGS, INC.
(a corporation in the development stage)
 UNAUDITED CONDENSED BALANCE SHEETS
 June 30, 2007
    
    
    December 31, 2006ASSETSCurrent assetsCash
    
    $
    2,892,494
    
    
    $
    599,369Prepaid expenses
    
    
    45,164
    
    
    
    Total current assets
    
    
    2,937,658
    
    
    
    599,369Other assetsDeferred tax assets
    
    
    124,337
    
    
    
    Deferred transaction costs
    
    
    1,502,882
    
    
    
    Cash held in trust account
    
    
    521,510,679
    
    
    
    466,707,382$
    526,075,556
    
    
    $
    467,306,751LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    813,753
    
    
    $
    250Accrued offering costs
    
    
    
    
    
    
    250,483Income taxes payable
    
    
    5,515,250
    
    
    
    127,355Franchise tax payable
    
    
    45,070
    
    
    
    93,575Notes payable, founding stockholders
    
    
    
    
    
    
    250,000Total current liabilities
    
    
    6,374,073
    
    
    
    721,663Long-term liabilitiesDeferred underwriters fee
    
    
    17,952,000
    
    
    
    16,320,000Common stock, subject to possible redemption, 10,554,720 and 9,595,200
shares at June 30, 2007 and December 31, 2006, respectively, at redemption
value
    
    
    102,572,088
    
    
    
    93,247,353Deferred interest income related to common stock subject to possible
redemption
    
    
    1,782,844
    
    
    
    Stockholders equityPreferred stock, $.0001 par value; 1,000,000 shares authorized; none issued
Common stock, $.0001 par value, 200,000,000 shares authorized; 64,800,003
shares issued and outstanding (including 10,554,720 shares subject to
possible redemption) at June 30, 2007 and 60,000,003 shares issued and
outstanding (including 9,595,200 shares subject to possible redemption) at
December 31, 2006
    
    
    6,480
    
    
    
    6,000Additional paid-in capital
    
    
    392,126,827
    
    
    
    356,842,491Income accumulated during the development stage
    
    
    5,261,244
    
    
    
    169,244Total stockholders equity
    
    
    397,394,551
    
    
    
    357,017,735$
    526,075,556
    
    
    $
    467,306,751
 See accompanying notes to condensed financial statements.
 2




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##### 



FREEDOM ACQUISITION HOLDINGS, INC.
(a corporation in the development stage)
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 Period from
    
    
    Period fromFor the Three
    
    
    For the Six
    
    
    June 8, 2006
    
    
    June 8, 2006Months Ended
    
    
    Months Ended
    
    
    (inception) to
    
    
    (inception) toJune 30, 2007
    
    
    June 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007Interest income
    
    $
    6,539,416
    
    
    $
    12,751,613
    
    
    $
    484
    
    
    $
    13,142,186Formation and operating costs
    
    
    208,049
    
    
    
    362,461
    
    
    
    250
    
    
    
    456,435Income before provision for income taxes
    
    
    6,331,367
    
    
    
    12,389,152
    
    
    
    234
    
    
    
    12,685,751Provision for income taxes
    
    
    2,675,663
    
    
    
    5,514,308
    
    
    
    
    
    
    
    5,641,663Net income
    
    
    3,655,704
    
    
    
    6,874,844
    
    
    
    234
    
    
    
    7,044,088Interest income related to common stock
subject to possible redemption
    
    
    1,299,794
    
    
    
    1,782,844
    
    
    
    
    
    
    
    1,782,844Net income allocable to common stockholders
not subject to possible redemption
    
    $
    2,355,910
    
    
    $
    5,092,000
    
    
    $
    234
    
    
    $
    5,261,244Weighted average shares outstanding, basic
    
    
    64,800,003
    
    
    
    64,190,058
    
    
    
    
    
    
    
    36,781,398Net income per common share, basic
    
    $
    .06
    
    
    $
    .11
    
    
    
    
    
    
    
    .19Weighted average shares outstanding, diluted
    
    
    83,067,305
    
    
    
    82,275,063
    
    
    
    
    
    
    
    45,413,741Net income per common share, diluted
    
    $
    .03
    
    
    $
    .08
    
    
    
    
    
    
    
    .16
 See accompanying notes to condensed financial statements.
 3




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##### 



FREEDOM ACQUISITION HOLDINGS, INC.
(a corporation in the development stage)
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 Period from
    
    
    Period fromFor the Six
    
    
    June 8, 2006
    
    
    June 8, 2006Months Ended
    
    
    (inception) to
    
    
    (inception) toJune 30, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007Cash Flows from Operating ActivitiesNet income
    
    $
    6,874,844
    
    
    $
    234
    
    
    $
    7,044,088Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Deferred tax benefit
    
    
    (124,337
    )
    
    
    
    
    
    
    (124,337
    )Changes in operating assets and liabilitiesIncrease (decrease) in prepaid expenses
    
    
    (45,164
    )
    
    
    
    
    
    
    (45,164
    )Increase in income taxes payable
    
    
    5,387,895
    
    
    
    
    
    
    
    5,515,250Increase (decrease) in franchise tax payable
    
    
    (48,505
    )
    
    
    
    
    
    
    45,070Increase in deferred offering costs
    
    
    
    
    
    
    (50,000
    )
    
    
    Increase in accrued expenses
    
    
    
    
    
    
    250
    
    
    
    250Net cash provided by (used in) operating activities
    
    
    12,044,733
    
    
    
    (49,516
    )
    
    
    12,435,157Net Cash Flows used in Investing ActivitiesPayments for deferred transaction costs
    
    
    (689,379
    )
    
    
    
    
    
    
    (689,379
    )Cash held in trust account
    
    
    (54,803,297
    )
    
    
    
    
    
    
    (521,510,679
    )Net cash used in investing activities
    
    
    (55,492,676
    )
    
    
    
    
    
    
    (522,200,058
    )Cash Flows from Financing ActivitiesProceeds from notes payable, stockholders
    
    
    
    
    
    
    250,000
    
    
    
    250,000Proceeds from issuance of founders units
    
    
    
    
    
    
    25,000
    
    
    
    25,000Gross proceeds of public offering
    
    
    48,000,000
    
    
    
    
    
    
    
    528,000,000Proceeds from issuance of sponsors warrants in private
placement
    
    
    
    
    
    
    
    
    
    
    4,500,000Principal payments made on notes payable, stockholders
    
    
    (250,000
    )
    
    
    
    
    
    
    (250,000
    )Payments for underwriters discount and offering costs
    
    
    (2,008,932
    )
    
    
    
    
    
    
    (19,867,605
    )Net cash provided by financing activities
    
    
    45,741,068
    
    
    
    275,000
    
    
    
    512,657,395Net increase in cash
    
    
    2,293,125
    
    
    
    225,484
    
    
    
    2,892,494Cash at beginning of the period
    
    
    599,369
    
    
    
    
    
    
    
    Cash at end of the period
    
    $
    2,892,494
    
    
    $
    225,484
    
    
    $
    2,892,494Supplemental disclosure of cash flow information:Cash paid for income taxes
    
    $
    250,750
    
    
    
    
    
    
    $
    250,750Supplemental schedule of non-cash investing and financing
activities:Accrual of deferred transaction costs
    
    $
    813,503
    
    
    
    
    
    
    $
    813,503Deferred underwriters fees
    
    $
    1,632,000
    
    
    
    
    
    
    $
    17,952,000
 See accompanying notes to condensed financial statements.
 4




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##### 



FREEDOM ACQUISITION HOLDINGS, INC.
(a corporation in the development stage)
 Notes to Condensed Financial Statements
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND BASIS OF PRESENTATION
 Accounting and Reporting By Development Stage
Enterprises, st
     5




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##### 



NOTE BINITIAL PUBLIC OFFERING AND OVER-ALLOTMENT OPTION EXERCISE
  6




---



##### 



NOTE CSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Net income per common share:
 Earnings Per Share,
 Deferred transaction costs:
  Use of estimates:
  Income tax:
 Accounting for Income Taxes,
  7




---



##### 



Recently Issued Accounting Pronouncements:
  NOTE DCOMMITMENT
  NOTE ERELATED PARTY TRANSACTIONS
    NOTE FPURCHASE AGREEMENT
  8




---



##### 




    
    $1.0 billion, to be allocated between cash and loan notes if certain equity holders
elect to receive such notes in lieu of all or a portion of the cash consideration to such
person;
    
    230,000,000 shares of our common stock and common stock equivalents, which include:
 
    
    138,136,070 shares of our common stock;
    
    58,923,874 exchangeable Class B ordinary shares of our subsidiary, FA Sub 2 Limited,
which are exchangeable for 58,923,874 shares of our common stock; and
    
    32,940,056 ordinary shares of our subsidiary, FA Sub 1 Limited, which are subject to
certain put rights to us and call rights by us, payable upon exercise by delivery of
32,940,056 shares of our common stock; and
 
    
    58,923,874 shares of our Series A voting preferred stock, which carry only voting rights
and nominal economic rights.
  9




---



##### 



ITEM. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
    Business Combination with GLG Partners
   
    
    $1.0 billion, to be allocated between cash and loan notes if certain equity holders
elect to receive such notes in lieu of all or a portion of the cash consideration to such
person;
    
    230,000,000 shares of our common stock and common stock equivalents, which include:
 
    
    138,136,070 shares of our common stock;
    
    58,923,874 exchangeable Class B ordinary shares of our subsidiary, FA Sub 2 Limited,
which are exchangeable for 58,923,874 shares of our common stock; and
 10




---



##### 




    
    32,940,056 ordinary shares of our subsidiary, FA Sub 1 Limited, which are subject to
certain put rights to us and call rights by us, payable upon exercise by delivery of
32,940,056 shares of our common stock; and
    
    58,923,874 shares of our Series A voting preferred stock, which carry only voting
rights and nominal economic rights.
   Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
    11




---



##### 



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
  ITEM 4. Controls and Procedures.
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Controls over Financial Reporting
  12




---



##### 



PART II  OTHER INFORMATION
 ITEM 1. Legal Proceedings.
  ITEM
1A. Risk Factors.
  ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Unregistered Sales of Equity Securities
     13




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##### 



Use of Proceeds from Initial Public Offering
     
    
    payment of estimated taxes incurred as a result of interest income earned on funds
currently held in the trust account;
    
    payment of premiums associated with our directors and officers liability insurance;
    
    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.
  ITEM 3. Defaults upon Senior Securities.
  14




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##### 



ITEM 4. Submission of Matters to a Vote of the Security Holders.
  ITEM 5. Other Information.
  ITEM 6. Exhibits.
 ExhibitNumber
    
    Description3.1
    
    Form of Amended and Restated Certificate of Incorporation (1)3.2
    
    Bylaws (1)4.1
    
    Specimen Unit Certificate (1)4.2
    
    Specimen Common Stock Certificate (1)4.3
    
    Warrant Agreement dated July 20, 2006 between Continental Stock
Transfer & Trust Company and the Registrant (1)4.4
    
    Specimen Public Warrant Certificate (included in Exhibit 4.3)4.5
    
    Specimen Private Warrant Certificate (included in Exhibit 4.3)4.6
    
    First Amendment dated as of November 9, 2006 to Warrant Agreement
between Continental Stock Transfer & Trust Company and the Registrant
(2)4.7
    
    Second Amendment dated as of November 29, 2006 to Warrant Agreement
between Continental Stock Transfer & Trust Company and the Registrant
(3)4.8
    
    Amended and Restated Warrant Agreement dated as of December 21, 2006
between Continental Stock Transfer & Trust Company and the Registrant
(6)10.1
    
    Registration Rights Agreement among the Registrant and the Founders
dated December 21, 2006 (6)10.2
    
    Founders Units Subscription Agreement dated as of July 20, 2006
among the Registrant and Berggruen Holdings (1)10.3
    
    Founders Units Subscription Agreement dated as of July 20, 2006
among the Registrant and Marlin Equities (1)10.4
    
    Founders Units Subscription Agreement dated as of July 20, 2006
among the Registrant and James N. Hauslein (1)10.5
    
    Founders Units Subscription Agreement dated as of July 20, 2006
among the Registrant and William P. Lauder (1)10.6
    
    Founders Units Subscription Agreement dated as of July 20, 2006
among the Registrant and Herbert A. Morey (1)10.7
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of July 20, 2006 among the Registrant and Berggruen Holdings
(1)10.8
    
    Sponsors Warrant and Co-Investment Units Subscription Agreement
dated as of July 20, 2006 among the Registrant and Marlin Equities
(1)10.10
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and Berggruen Holdings (1)10.11
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and Marlin Equities (1)10.12
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and Nicolas Berggruen (1)10.13
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and Martin E. Franklin (1)
 15




---



##### 



ExhibitNumber
    
    Description10.14
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and James N. Hauslein (1)10.15
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and William P. Lauder (1)10.16
    
    Letter Agreement dated as of July 20, 2006 among the Registrant,
Citigroup Global Markets Inc. and Herbert A. Morey (1)10.17
    
    Form of Letter Agreement among the Registrant and Berggruen Holdings,
Inc. Providing office space to the Registrant (1)10.18
    
    Promissory Note, dated June 14, 2006, issued to Berggruen Holdings (1)10.19
    
    Promissory Note, dated June 14, 2006, issued to Marlin Equities (1)10.20
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and Berggruen Holdings (3)10.21
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and Marlin Equities (3)10.22
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and Nicolas Berggruen (3)10.23
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and Martin E. Franklin (3)10.24
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and James N. Hauslein (3)10.25
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and William P. Lauder (3)10.26
    
    Amended Letter Agreement dated as of November 30, 2006 among the
Registrant, Citigroup Global Markets Inc. and Herbert A. Morey (3)10.27
    
    Form of Berggruen Holdings Employee Letter Agreement (3)10.28
    
    Second Amended Letter Agreement dated as of December 15, 2006 among
the Registrant, Citigroup Global Markets Inc. and Berggruen Holdings
(4)10.29
    
    Second Amended Letter Agreement dated as of December 15, 2006 among
the Registrant, Citigroup Global Markets Inc. and Marlin Equities (4)10.30
    
    Second Amended Letter Agreement dated as of December 15, 2006 among
the Registrant, Citigroup Global Markets Inc. and Nicolas Berggruen
(4)10.31
    
    Second Amended Letter Agreement dated as of December 15, 2006 among
the Registrant, Citigroup Global Markets Inc. and Martin E. Franklin
(4)10.32
    
    Investment Management Trust Agreement by and between the Registrant
and Continental Stock Transfer & Trust Company (5)10.33
    
    Purchase Agreement, dated as of June 22, 2007, among Freedom
Acquisition Holdings, Inc., FA Sub 1 Limited, FA Sub 2 Limited, FA
Sub 3 Limited, Jared Bluestein, as buyers representative, Noam
Gottesman, as sellers representative, Lehman (Cayman Islands) Ltd,
Noam Gottesman, Pierre Lagrange, Emmanuel Roman, Jonathan Green,
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG
Trust, Jeffery A. Robbins, in his capacity as trustee of the Roman
GLG Trust, G&S Trustees Limited, in its capacity as trustee of the
Lagrange GLG Trust, Abacus (C.I.) Limited, in its capacity as trustee
of the Green GLG Trust, Lavender Heights Capital LP, Ogier Fiduciary
Services (Cayman) Limited, as trustee of the Green Hill Trust, Sage
Summit LP and Ogier Fiduciary Services (Cayman) Limited, as trustee
of the Blue Hill Trust. (7)31.1
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 16




---



##### 



ExhibitNumber
    
    Description32.1
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Form of Charter of Audit Committee (1)99.2
    
    Form of Charter of Governance and Nominating Committee (1)99.3
    
    Form of Charter of Compensation Committee (1)
 
 (1)
    
    Incorporated by reference to the corresponding exhibit filed with the Registration Statement
on Form S-1 (File No. 333-136248) with the SEC on August 2, 2006.(2)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-136248) filed with the SEC on November 13,
2006.(3)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 3 to the
Registration Statement on Form S-1 (File No. 333-136248) filed with the SEC on November 30,
2006.(4)
    
    Incorporated by reference to the corresponding exhibit filed with Amendment No. 4 to the
Registration Statement on Form S-1 (File No. 333-136248) filed with the SEC on December 18,
2006.(5)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Current
Report on Form 8-K filed with the SEC on December 29, 2006.(6)
    
    Incorporated by reference to the corresponding exhibit filed with the Registrants Annual
Report on Form 10-K filed with the SEC on March 27, 2007.(7)
    
    Incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form
8-K filed with the SEC on June 25, 2007. 17




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##### 



SIGNATURES
  August 3, 2007
    FREEDOM ACQUISITION HOLDINGS, INC./s/ Nicolas BerggruenBy:  Nicolas BerggruenTitle:
    President and Chief Executive Officer 18