1323648--6/29/2007--Community_Bankers_Acquisition

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Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate a business combination. If we do not timely consummate a business combination, we will be required to dissolve, but such dissolution requires the approval of holders of a majority of our common stock in accordance with Delaware law. Without this shareholder approval, we will not be able to dissolve and liquidate and we will not distribute funds from our trust account to our public stockholders. Because the initial per share amount deposited in trust is approximately $7.52 per share (plus any remaining net interest), if we are unable to timely complete a business combination and we receive stockholder approval to dissolve and distribute the funds held in trust, public stockholders will receive less than $8.00 per share upon distribution of the trust fund and our redeemable warrants will expire worthless. The proceeds held in trust available for distribution could be less than $7.52 per share due to claims of third parties. Upon distribution of the trust fund, our stockholders may be held liable for claims of third parties against us to the extent of distributions received by them. Because we have not yet selected any target business with which to complete a business combination, no information is available upon which to ascertain the merits or risks of the business which we may ultimately acquire and operate. Under Delaware law, the requirements and restrictions relating to our initial public offering contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. Company resources could be wasted in pursuing acquisitions that are not consummated. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. In the event we issue shares of our capital stock or convertible debt securities to complete a business combination, the equity interest of our stockholders would be reduced and a change in control of our ownership would possibly occur. We may not be able to retain our current officers and directors which may have an adverse effect on our ability to consummate a business combination or operate a combined business. Our current directors and officers may have a conflict of interest in negotiating the terms of a business combination if they desire to be retained by our company after the business combination is completed. We may have limited ability to evaluate the management of the target business. Our officers and directors have limited or no experience in managing blank check companies which may have an adverse impact on our prospects. If our current officers and directors allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs, our ability to consummate a business combination could be negatively impacted. Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Since our initial stockholders, including our officers and directors, own 20% of our shares and will not participate in liquidating distributions if we are unable to timely complete a business combination, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination which conflict may not be resolved in favor of our public stockholders. We will be substantially dependent upon interest earned on the trust account to fund our search for a target business and consummation of a business combination. The representatives of the underwriters have the right to acquire units pursuant to their unit purchase option and I-Bankers Securities, Inc. may have a conflict of interest in determining whether or not to consent to our redemption of outstanding warrants. You will not be entitled to some protections normally afforded to investors of blank check companies under federal securities laws. It is probable that we will only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent on a single banking institution. Our initial stockholders, including our officers and directors, control approximately 20% of our outstanding stock, and thus may influence certain actions requiring stockholder vote. Our outstanding redeemable warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination. If our initial stockholders exercise their registration rights, the registration of such securities or the potential sale of such securities in the market may have an adverse effect on the market price of our common stock and the existence of those rights may make it more difficult to effect a business combination. The American Stock Exchange may delist our securities from trading on its exchange which could limit investors ability to effect transactions in our securities and subject us to additional trading restrictions. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it more difficult for us to complete a business combination. Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. Risks Related to Our Proposed Business If we acquire or merge with a newly formed bank, we may incur significant losses. Our ability to pay dividends will be subject to restrictions under applicable banking laws and regulations.

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1323648--6/29/2007--Community_Bankers_Acquisition_Corp.