1350886--3/30/2007--Energy_Infrastructure_Acquisition

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{gas, price, oil}

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Risks associated with our business We are a development-stage company with no operating history and, accordingly, our stockholders will not have any basis on which to evaluate our ability to achieve our business objective. If we are forced to liquidate before a business combination, our warrants will expire worthless. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation value receivable by our public stockholders from the trust account as part of our plan of dissolution and liquidation will be less than $10.00 per share. We will dissolve and liquidate if we do not consummate a business combination and our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. The procedures we must follow under Delaware law and our amended and restated certificate of incorporation if we dissolve and liquidate may result in substantial delays in the liquidation of our trust account to our public stockholders as part of our plan of dissolution and distribution. If we do not consummate a business combination and dissolve, payments from the trust account to our public stockholders may be delayed. We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders. Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares underlying the warrants at the time that our warrant holders exercise their warrants, we cannot guarantee that a registration statement will be effective, in which case our warrant holders may not be able to exercise our warrants. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. Our officers and directors control a substantial interest in us and thus may influence certain actions requiring stockholder vote. We will be dependent upon interest earned on the trust account to fund our search for a target company and consummation of a business combination. Our ability to effect a business combination and to be successful afterward will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. It is also possible that our current officers and directors will resign upon the consummation of a business combination. None of our officers or directors has ever been associated with a blank check company which could adversely affect our ability to consummate a business combination. If we seek to effect a business combination with an entity that is directly or indirectly affiliated with one or more of our existing stockholders, conflicts of interest could arise. Our officers and directors may 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 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. Certain of our stockholders, including our officers and directors, beneficially own shares of our common stock that will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our existing stockholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount outside of the trust account unless the business combination is consummated and 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. It is probable that our initial business combination will be with a single target business, which may cause us to be solely dependent on a single business and a limited number of 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 the transaction or abandon a particular business combination. Risks associated with our acquisition of a target business in the energy industry The energy industry is highly competitive. The price volatility of crude oil depends upon many factors that are beyond our control and could adversely affect our profitability. We may be subject to interruptions of supply as a result of relying on pipelines for transportation of crude oil and refined products. If we consummate a business combination with a target (business) in the refining industry, we may experience difficulties in marketing some of our products. If a business combination involves the ownership of vessels, such vessels could be arrested by maritime claimants, which could result in the interruption of business and have an adverse effect on revenue and profitability. Governments could requisition vessels of a target company during a period of war or emergency, resulting in a loss of earnings. If we experience a catastrophic loss and our insurance is not adequate to cover such loss, it could have a material adverse affect on our operations. The dangers inherent in the production, refining, terminalling or transporting and storing of energy could cause disruptions and could expose us to potentially significant losses, costs or liabilities. The energy industry is subject to intense governmental regulation. We may incur significant costs in complying with environmental, safety and other governmental regulations and our failure to comply with these regulations could result in the imposition of penalties, fines and restrictions on our operations. Our operations may harm the environment. Inherent in our operations are hazards which require continual oversight and control. Conservation measures and technological advances could reduce demand for oil and gas. Political instability could harm our business. Our business is subject to foreign currency risks. We may re-incorporate in another jurisdiction in connection with a business combination, and the laws of such jurisdiction will likely govern all of our material agreements and we may not be able to enforce our legal rights. Because all but one of our directors and officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals. Management services relating to a target company may be performed by management companies that are affiliates of our officers and directors which could result in potential conflicts of interest. Because certain financial information will be required to be provided to our stockholders in connection with a proposed business combination, prospective target businesses may be limited. If we choose to enter the shipping industry and we re-incorporate in a foreign jurisdiction, we may become subject to United States Federal income taxation on our United States source shipping income. Risks associated with our securities Our outstanding warrants, options and convertible debt may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination. If certain of our 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. The American Stock Exchange may delist our securities from quotation on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. An investment in our securities may involve adverse tax consequences because the redemption and liquidation price per share may be greater than the investor s per share purchase price. 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. Because we may acquire a company located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate.

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1350886--3/30/2007--Energy_Infrastructure_Acquisition_Corp.