1376634--4/3/2008--TransTech_Services_Partners

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Risks Associated with Our Business We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective. We may not be able to complete a business combination within the required time frame, in which case, we will be forced to dissolve and liquidate. The terms on which we may effect a business combination can be expected to become less favorable as we approach our eighteen and twenty four month deadlines. If we are required to dissolve and 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. Under Delaware law, the requirements and restrictions relating to the 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. Under Delaware law, our dissolution requires certain approvals by holders of our outstanding stock, without which we will not be able to dissolve and liquidate and distribute our assets to our public stockholders. 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 stockholders will be less than $7.88 per share Our independent directors may decide not to enforce the sponsors indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders. 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. Since we have not currently selected any target business with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of the target business s operations. Because there are numerous companies with a business plan similar to ours, it may be difficult for us to complete a business combination. 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. 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. Our existing stockholders 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 completion of a business combination. Our ability to successfully effect a business combination and to be successful afterward will be totally dependent upon the efforts of our management, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. It is also likely that our current officers and directors will resign upon the completion of a business combination. None of our officers or directors has any previous experience in effecting a business combination through a blank check company which could limit our ability to complete a business combination. Our officers, directors and special advisors are and 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. Because certain of our officers and directors currently directly or indirectly own shares of our common stock that will not participate in liquidating distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. 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 complete a business combination. Our officers , directors and special advisors 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. 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 complete an attractive business combination. A significant portion of our working capital could be expended in pursuing acquisitions that are not completed. e 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. 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. Risks Associated with Proposed Investment Sector There is intense competition in the market for outsourcing services. Upon a business combination, our business may not develop in ways that we currently anticipate due to negative public reaction to offshore outsourcing. Wage pressures in our proposed offshore destinations may prevent target businesses from sustaining a competitive advantage and may reduce their profit margins. The international nature of our proposed business will expose us to several risks, such as significant currency fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions. Foreign currency fluctuations could adversely affect our ability to achieve our business objective. Investors may have difficulty enforcing judgments against our management or our target business. Our future revenue will be highly dependent on a few industries and any decrease in demand for outsourced services in these industries could reduce our future revenue and seriously harm our business. Business service providers often encounter long sales and implementation cycles and require significant resource commitments by us and our clients, which they may be unwilling or unable to make. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us to protracted and costly litigation and cause us to lose clients. Our revenues may be highly dependent on a limited number of major clients and any loss of business from major clients would reduce our revenues and growth. Our clients may adopt technologies that decrease the demand for our services, which could reduce our revenues and threaten our ability to compete. We may fail to attract and retain enough sufficiently trained employees to support our operations, as competition for highly skilled personnel is intense and we experience significant employee attrition. These factors could have a material adverse effect on our business, results of operations, financial condition and cash flows. An acquired business operations may suffer from telecommunications or technology failure, disruptions or increased costs. New technologies or processes may be adopted which could reduce target businesses revenues, increase costs and/or threaten their ability to compete. Target businesses may experience negative reactions from clients as a result of the actual or perceived disruption caused by the offshoring of their business services operations. Political, economic, social and other factors in India may adversely affect our ability to achieve our business objective. If political relations between the United States and India weaken, it could make a target business operations less attractive.

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1376634--4/3/2008--TransTech_Services_Partners_Inc.