1361872--3/31/2008--Shermen_WSC_Acquisition

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Risks Relating to the Company We are a development stage company with no operating history and, accordingly, you will have no 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. 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 the IPO 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. Our amended and restated certificate of incorporation and by-laws contain certain provisions that may make it more difficult, expensive or otherwise discourage, a tender offer or a change in control or takeover attempt by a third party, even if such a transaction would be beneficial to our stockholders. If third parties bring claims against us, the funds held in trust could be reduced and the per-share liquidation price received by our Public Stockholders could be less than approximately $5.95 per share. Our 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 consummate a business combination and dissolve, payments from the Trust Account to our stockholders may be delayed. 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. Unlike most other blank check companies, we allow up to approximately 39.99% of our Public Stockholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which you may not agree. Unlike most other blank check companies, we allow up to approximately 39.99% of our Public Stockholders to exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure. Public Stockholders who vote against a business combination will forfeit their conversion rights if they do not comply with the required conversion procedures in a timely manner. We may issue notes or other debt securities, or obtain bank financing, to complete a business combination, which may adversely affect our leverage and financial condition. Some or all of our current directors and officers 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 directors and officers could adversely affect our ability to consummate a business combination. Certain employment agreements to which Mr. Jenkins, our chairman and chief executive officer, and G. Kenneth Moshenek, our president and chief operating officer, were parties may limit the types of companies we can target for a business combination and may make us a less attractive buyer to certain target companies. Our directors and officers 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 directors and officers are and may in the future become affiliated with other businesses in, or investing in, the agriculture industry and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Because certain of 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 reasonable 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 our 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 certain stockholders and our directors and officers, which may raise potential conflicts of interest. If 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 Founding Stockholders, directors and officers control a substantial interest in us and thus may influence certain actions requiring stockholder vote. Our outstanding warrants may have an adverse effect on the market price of Common Stock and make it more difficult to effect a business combination. If our Founding Stockholders and the underwriters for the IPO exercise their registration rights, it may have an adverse effect on the market price of Common Stock and the existence of these rights may make it more difficult to effect a business combination. The ability of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure. The Founder Warrants have a superior exercise right to Warrants received in the IPO. We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you or while a prospectus is not current, thereby making your Warrants worthless. If the private placement of the Founders Warrants was not conducted in compliance with applicable law, the directors and officers may have the right to rescind their purchases of the Founder Warrants. The rescission rights, if any, may require us to refund an aggregate of $3,650,000 to our directors and officers, thereby reducing the amount in the Trust Account available to us to consummate a business combination, or, in the event we do not complete a business combination within the required period, the amount available to our stockholders upon our liquidation. Our securities are quoted on the OTC Bulletin Board, which may limit 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. Risks Associated with the Industry The agriculture industry is highly competitive and any company operating in the agriculture industry may not withstand competition. Many companies in the agriculture industry are dependent on a limited number of key executives who may not be adequately replaced in the event of their departure. Changes in government (domestic and foreign) farm programs and policies may adversely affect certain agricultural products. The agriculture industry is highly seasonal, and seasonal fluctuations significantly impact results of operations and cash flows of businesses operating in the agriculture industry. Weather conditions significantly impact the agriculture industry. Price volatility of raw materials can increase costs and decrease sales of agricultural products, thereby adversely affecting the results of operations of companies operating in the agriculture industry. The agriculture industry is subject to extensive environmental, safety and health laws and regulations, and compliance with, or failure to comply with, existing or future laws and regulations could adversely affect companies operating in the agriculture industry. Companies that specialize in the manufacture of ethanol and other energy-related products with certain agricultural products face risks in addition to those other companies operating in the agriculture industry. If we engage in international operations, we will be subject to additional risks associated with international business operations.

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1361872--3/31/2008--Shermen_WSC_Acquisition_Corp