1366751--3/28/2008--MBF_Healthcare_Acquisition

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Unlike most other blank check offerings, we allow up to but less than 30% of our public stockholders to exercise their conversion rights. This higher threshold will make it easier for us to get a business combination approved over stockholder dissent, and you may not receive the full amount of your original investment upon exercise of your conversion rights. Unlike most other blank check offerings, we allow up to but less than 30% 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 efficient business combination or optimize our capital structure. Because there are numerous blank check companies similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination. We may have insufficient resources to cover our operating expenses and the expenses of consummating 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. Because the amount of time it will take to obtain physical stock certificates is uncertain and beyond our control, stockholders who wish to convert may be unable to obtain physical certificates by the deadline for exercising their conversion rights. You will not be entitled to protections normally afforded to investors of blank check companies under federal securities laws. If we do not consummate a business combination and dissolve, payments from the trust account to our public stockholders may be delayed. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them, regardless of when the claims are filed. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share liquidation price received by our stockholders would be less than approximately $7.96 per share. 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. Any desire by our current officers and directors to remain with us following a business combination may result in a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders best interests. The loss of any member of our management team prior to the consummation of a business combination could adversely affect our ability to successfully consummate a business combination. Our ability to be successful following a business combination will depend on the efforts of the management team that remains with the combined company. 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 complete a business combination. Our officers and directors are, and may in the future become, affiliated with entities in the healthcare industry and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Mike Fernandez, our Chairman and Chief Executive Officer, is subject to non-competition restrictions that will restrict us from pursuing business opportunities in selected sectors of the healthcare industry. This could have a negative impact on our ability to complete a business combination. None of our officers or directors has ever been associated with a publicly held blank check company. Because Mike Fernandez, our Chairman and Chief Executive Officer, indirectly owns shares of our common stock that will not participate in liquidating distributions, he may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our officers and directors 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 one or more target businesses that have relationships with entities that may be affiliated with our founding stockholder or our officers and directors, which may raise potential conflicts of interest. We will not generally be required to obtain a determination of the fair market value of a target business or target businesses from an unaffiliated, independent investment banking firm. The American Stock Exchange may delist our securities from trading on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. 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 may only be able to complete one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services. Any attempt to consummate more than one transaction as our initial business combination will make it more difficult to consummate our initial business combination. 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 acquire a target business with a history of poor operating performance and there is no guarantee that we will be able to improve the operating performance of that target business. We may acquire a target business with operations located outside of the United States which may subject us to additional risks that could have an adverse effect on our business operations and financial results subsequent to the business combination. Our founding stockholder controls 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 common stock and make it more difficult to effect a business combination. An effective registration statement may not be in place when an investor desires to exercise warrants, which would preclude an investor from being able to exercise his, her or its warrants and cause those warrants to be practically worthless. We may choose to redeem our outstanding warrants when a prospectus relating to the common stock issuable upon exercise of such warrants is not current, the warrants will not be exercisable and the warrant holders may receive less than fair market value for the warrant or no value at all. Our founding stockholder s exercise of its registration rights 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. 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, including those we expect to serve on our Audit Committee, 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. If the private placement was not conducted in compliance with applicable law, our founding stockholder may have the right to rescind its unit and warrant purchase. The rescission rights, if any, may require us to refund an aggregate of $7,000,000 to our founding stockholder, 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 period prescribed by our IPO, the amount available to our public stockholders upon our liquidation. Risks Associated With The Healthcare Industry The healthcare industry is 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 would 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 technology 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. If we are unable to attract qualified healthcare professionals at reasonable costs, it could limit our ability to grow, increase our operating costs and negatively impact our business The healthcare industry may not accept our products or services, if any, or buy such products or services, which would adversely affect our financial results. Our prospective business may rely on third-party manufacturers or subcontractors to assist in producing our healthcare products, and any delay or failure to perform by these third parties may adversely affect our business. If our prospective business infringes on the rights of third parties, we could be prevented from selling products, forced to pay damages, and may have to defend against litigation. If we complete a business combination that involves a target focused on pharmaceutical compounds or biotechnology therapeutics, we may not be able to commercialize our product candidates.

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1366751--3/28/2008--MBF_Healthcare_Acquisition_Corp.