1338648--3/26/2007--Oracle_Healthcare_Acquisition

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We are a development stage company with a limited operating history and, accordingly, you will have a limited basis upon which to evaluate our ability to achieve our business objective. We may not be able to consummate a business combination within the required time frame, in which case we will be forced to liquidate. If we are forced to liquidate before a business combination, our public stockholders will receive less than $8.00 per share upon distribution of the funds held in the trust account and our warrants will expire with no value. Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to do so. We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination. You will not be entitled to protections normally afforded to investors of blank check companies under federal securities laws. Under Delaware law, the requirements and restrictions relating to offering contained in our amended and restated certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by our stockholders could be less than approximately $7.57 per share. Stockholders may be held liable for claims by third parties against the corporation to the extent of distributions received by them in a dissolution. Since we have not selected any prospective target businesses, you will be unable to ascertain the merits or risks of any particular target business operations. A significant portion of working capital could be expended in pursuing acquisitions that are not consummated. We may issue additional shares of our capital stock, including through convertible debt securities, to complete a business combination, which would reduce the equity interest of our stockholders and may cause a change in control of our ownership. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition. Some or all of our current officers and directors may resign upon consummation of a business combination and we will have only limited ability to evaluate the management of the target business. The loss of key officers and directors, or their inability to participate in the acquisition process, could adversely affect our ability to consummate a business combination. Our officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination. Our officers and directors are and may in the future become affiliated with other businesses in, or that invest in, the healthcare industry and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Because our directors and officers own shares of our securities that will not participate in liquidation distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our directors and officers interests in obtaining reimbursement for any out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders best interest. We may engage in a business combination with a target business that has a relationship with entities that may be affiliated with our existing stockholders, officers and directors, which may raise potential conflicts of interest. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our securities may be adversely affected. We will complete only one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services. 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 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 or abandon a particular business combination. Our existing stockholders, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. Our outstanding 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 existing stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination. Although resales of our securities are exempt from state registration requirements, some states may require filings and fees and may suspend the offer and sale in the state if the fees or filings are not made. The Company has not determined which states to make such filings in. State securities commissioners who view blank check offerings unfavorably may attempt to hinder resales in their states. Our securities are quoted on the OTC Bulletin Board, which limits the liquidity and price of our securities more than if our securities were quoted or listed on The Nasdaq Stock Market or a national securities exchange. 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 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. and, therefore, may take actions or incur expenses that are not deemed to be independently approved or independently determined to be in our best interest. Changes in the healthcare industry are subject to various influences, each of which may adversely affect our prospective business. Any business we acquire will be subject to extensive government regulation. Any changes to the laws and regulations governing our prospective business, or the interpretation and enforcement of those laws or regulations, could cause us to modify our possible operations and could adversely affect our operating results. We may face substantial risks of litigation as a result of operating in the healthcare industry. If we become subject to malpractice and related legal claims, we could be required to pay significant damages, which may not be covered by insurance. We may be dependent on payments from Medicare and Medicaid. Changes in the rates or methods governing these payments for our prospective products or services, or delays in such payments, could adversely affect our prospective revenue. If our costs were to increase more rapidly than fixed payment adjustments we receive from Medicare, Medicaid or other third party payors for any of our potential products or services, our revenue could be adversely affected. We may depend on payments from third party payors, including managed care organizations. If these payments are reduced, eliminated or delayed, our prospective revenues could be adversely affected. Medical reviews and audits by governmental and private payors could result in material payment recoupments and payment denials, which could adversely affect our business. Regional concentrations of our prospective business may subject us to economic downturns in those regions. We may be dependent primarily on a single potential product or service. Such a product or service may take us a long time to develop, gain approval for and market. If the FDA or other state or foreign agencies impose regulations that affect our potential products, our costs will increase. The FDA can impose civil and criminal enforcement actions and other penalties on us if we were to fail to comply with stringent FDA regulations. If we consummate an acquisition of a healthcare technology company and are unable to keep pace with the changes in the technologies applicable to the healthcare industry, our products could become obsolete and it could hurt our prospective results of operations. If we are unable to obtain and maintain protection for the intellectual property relating to our technologies and products or services following a business combination, the value of our technology, products or services may decline, which could adversely affect our business. Our prospective business may rely on third party manufacturers or subcontractors to assist in producing its healthcare products, and any delay or failure to perform by these third parties may adversely affect our business. If our prospective business infringes the rights of third parties, we could be prevented from selling products, forced to pay damages, and may have to defend against litigation.

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1338648--3/26/2007--Oracle_Healthcare_Acquisition_Corp.