1402225--3/28/2008--Ideation_Acquisition

related topics

{interest, director, officer}

{operation, international, foreign}

{stock, price, share}

{regulation, change, law}

{provision, law, control}

{acquisition, growth, future}

{product, market, service}

{stock, price, operating}

{investment, property, distribution}

{personnel, key, retain}

{tax, income, asset}

Under Delaware law, our amended and restated certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders. 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 depend on interest earned in the Trust Account to fund our search for a target business or businesses, to pay our tax obligations and to complete our initial business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than $7.88. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. Since we are not restricted to a particular industry and we have not yet selected a target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate. 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 long-term success will likely be dependent upon a yet to be identified management team. Our officers, directors and special advisors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. We will likely seek a business combination with one or more privately-held companies, which may present certain challenges to us, including the lack of available information about these companies. If we do not conduct an adequate due diligence investigation of a target business with which we combine, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. Our board of directors may not accurately determine the fair market value of a target business, and as a result we may pay more than what the target business is actually worth. There is no limit on the total amount of out-of-pocket expenses that may be incurred by our officers and directors in connection with identifying and investigating possible target businesses and business combinations 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 conflict of interest could have a negative impact on our ability to consummate a business combination. Members of our management team and our directors may become aware of business opportunities that may be appropriate for presentation to us as well as other entities with which they are or may become affiliated and, as a result, may have conflicts of interest that may adversely affect us Our officers and directors beneficially own shares and warrants that will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Unless we complete a business combination, members of our management team will not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the available funds held outside of the trust and the interest income that may be released to us to fund our expenses relating to investigating and selecting a target business and other working capital requirements. 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 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. We may only be able to complete one business combination with the proceeds of our IPO, which will cause us to be solely dependent on a single business which may have a limited number of products or services We may effect a business combination with a financially unstable company or an entity in the early stage of development or growth, which may subject us to greater risks than if we were to effect a business combination with a more established company with a proven record of earnings and growth. The ability of our stockholders to exercise their conversion rights may not allow us to effectuate the most desirable business combination or optimize our capital structure. We will proceed with a business combination only if public stockholders owning less than 30% of the shares sold in our IPO exercise their conversion rights. Because of our limited resources and structure, we may not be able to consummate an attractive business combination We may be unable to obtain any additional financing necessary 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 initial stockholders, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. Any purchases of our common stock by our initial stockholders or their affiliates could impact the stockholder vote in favor of a business combination. Our stockholders cannot take any action by written consent, which may have the effect of discouraging, delaying or preventing takeover attempts or other changes in the control of our company, our board or management, that are not supported by our board of directors, despite possible benefits to our stockholders. Our outstanding warrants and option 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 initial stockholders exercise their registration rights with respect to their initial shares or insider warrants (or underlying securities), 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 If we are deemed to be an investment company, we may be required to satisfy burdensome compliance requirements and our activities may be restricted, which may make it more difficult for us to complete a business combination. If we seek to acquire a target business with operations outside of the United States, economic, political, social and other factors of the country where the target business operates may adversely affect our ability to achieve our business objective. One or more countries where the target business operates may have corporate disclosure, governance and regulatory requirements that are different from those in the United States, which may make it more difficult or complex to consummate a business combination. Foreign currency fluctuations could adversely affect our business and financial results Exchange controls that exist in certain countries may limit our ability to utilize our cashflow effectively following a business combination Because any target business with which we attempt to complete a business combination may be required to provide our stockholders with financial statements prepared in accordance with, or which can be reconciled to, United States generally accepted accounting principles, prospective target businesses may be limited. Returns on investment in companies with operations outside the United States may be decreased by withholding and other taxes Certain sectors of the economy in one or more countries where a target business operates may be subject to government regulations that limit foreign ownership, which may adversely affect our ability to achieve our business objective. If we effect a business combination with a target business located outside of the United States, the target business s operations may become less attractive if political and diplomatic relations between the United States and the country where the target business is located deteriorate. If we effect a business combination with a target business located outside of the United States, we may be unable to enforce our rights because the local judiciary, which may be relatively inexperienced in enforcing corporate and commercial law, will determine the scope and enforcement of almost all of our target business s material agreements under local law. If we effect a business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations. Risks Associated with the Digital Media Sector The speculative nature of the digital media sector may result in our inability to produce products or services that receive sufficient market acceptance for us to be successful.

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1402225--3/28/2008--Ideation_Acquisition_Corp.