1406251--3/16/2009--Global_Consumer_Acquisition

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We cannot assure you that other provisions of our Amended and Restated Certificate of Incorporation will not be amended other than the time period during which we must consummate a business combination. You will not have any rights or interest in funds from the trust account, except under certain limited circumstances. If we are forced to liquidate before the completion of a business combination and distribute the trust account, our public stockholders may receive significantly less than $9.83 per share and our warrants will expire worthless. If we are unable to consummate a business combination, our public stockholders will be forced to wait until after November 27, 2009 before receiving liquidation distributions. 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 commercially reasonable efforts to have an effective registration statement covering the issuance of the shares of common stock 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 and therefore the warrants could expire worthless. Unlike most other blank check offerings, we allow up to approximately 29.99% 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, 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 approximately 29.99% 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. Our stockholders may be held liable for claims against us by third parties to the extent of distributions received by them. Our placing of funds in trust may not protect those funds from third-party claims against us. In certain circumstances, our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing itself and our company to claims of punitive damages. If the net proceeds of our initial public offering not being placed in trust together with interest earned on the trust account available to us are insufficient to allow us to operate until November 27, 2009, we may not be able to complete a business combination. Our current officers and directors may resign upon consummation of a business combination. Negotiated retention of officers and directors after a business combination may create a conflict of interest. There may be tax consequences associated with our acquisition, holding and disposition of target companies and assets. Because any target business with which we attempt to complete a business combination will be required to provide our stockholders with financial statements prepared in accordance with or reconciled to U.S. generally accepted accounting principles, the pool of prospective target businesses may be limited. Because of our limited resources and the significant competition for business combination opportunities, including numerous companies with a business plan similar to ours, it may be more difficult for us to complete a business combination. You will not be entitled to protections normally afforded to investors of blank check companies. Since we have not yet selected any target acquisition with which to complete a business combination, we are unable to currently ascertain the merits or risks of the business operations and investors will be relying on management s ability to source business transactions. We may issue shares of common stock 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. In the event we seek to acquire businesses located in foreign jurisdictions, we could experience delays and increased costs due to cultural, legal and administrative differences with respect to the acquisition process, including due diligence, negotiating and closing the transaction. Foreign, cultural, political and financial market conditions could impair our international operations and financial performance. 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 business operations and financial results. If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights. Our business combination may take the form of an acquisition of less than a 100% ownership interest, which could adversely affect our decision-making authority and result in disputes between us and third party minority owners. Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, including our officers, directors and others who may not continue with us following a business combination. We will have only limited ability to evaluate the management of the target business. Our officers and directors will allocate some portion of 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. Our sponsor, officers and directors currently are, and may in the future become affiliated with additional entities that are, 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. Holders of our founder shares currently own shares of our common stock which will not participate in the liquidation of the trust account and a conflict of interest may arise in determining whether a particular target acquisition is appropriate for a business combination. The requirement that we complete a business combination by November 27, 2009 may give potential target businesses leverage over us in negotiating a business combination. The requirement that we complete a business combination by November 27, 2009 may motivate our sponsor to approve a business combination during that time period so that they may get their out-of-pocket expenses reimbursed. Certain of our officers or directors, or their affiliates, have never been associated with a blank check company and such lack of experience could adversely affect our ability to consummate a business combination. Other than with respect to the business combination, our officers, directors, security holders and their respective affiliates may have a pecuniary interest in certain transactions in which we are involved, and may also compete with us. 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. Initially, we may only be able to complete one business combination, which will cause us to be solely dependent on a single asset or property. 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. Our founding stockholders control a substantial interest in us and thus may influence certain actions requiring a stockholder vote. If we redeem our public warrants, the insider warrants, which are non-redeemable as long as the insider warrant holders or their permitted transferees hold them, could provide the insider warrant holders with the ability to realize a larger gain than the public warrant holders. 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. A market for our securities may not develop, which would adversely affect the liquidity and price of our securities. If the holders of our founder shares exercise their registration rights, it may have an adverse effect on the market price of our common stock, and the existence of the registration rights may make it more difficult to effect a business combination. If we are deemed to be an investment company under the Investment Company Act of 1940, 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, or we may be required to incur additional expenses if we are unable to liquidate after the expiration of the allotted time periods. Uncertainties in management s assessment of a target business could cause us not to realize the benefits anticipated to result from an acquisition. The potential loss of key customers, management and employees of a target business could cause us not to realize the benefits anticipated to result from an acquisition. The lack of synergy from an acquisition could cause us not to realize the benefits anticipated to result from an acquisition. We may not obtain an opinion from an unaffiliated third party as to the fair market value of the target acquisition or that the price we are paying for the business is fair to our stockholders. The NYSE Alternext US 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. Provisions in our charter documents and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. Limitations on a target business ability to protect its intellectual property rights, including its trade secrets, could cause a loss in revenue and any competitive advantage. We may be subject to litigation if another party claims that we have infringed upon its intellectual property rights. The high cost or unavailability of materials, equipment, supplies and personnel could adversely affect our ability to execute our operations on a timely basis. Compliance with governmental regulations and changes in laws and regulations and risks from investigations and legal proceedings could be costly and could adversely affect operating results. Uninsured claims and litigation could adversely impact our operating results. 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. Current difficult conditions in the global financial markets and the economy generally may materially adversely affect our ability to consummate a business combination. Risks Related to Target Industries Seasonality and weather conditions may cause our operating results to vary from quarter to quarter. We must successfully anticipate changing consumer preferences and buying trends and manage our product line and inventory commensurate with customer demand. Our business depends, in part, on factors affecting consumer spending that are out of our control. Our operations may be dependent upon third-party suppliers whose failure to perform adequately could disrupt our business operations. Our operating results can be adversely affected by changes in the cost or availability of raw materials and energy. We may be subject to several production-related risks which could jeopardize our ability to realize anticipated sales and profits. Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with future customers. If we fail to develop new or expand any existing customer relationships, our ability to grow our business may be impaired. If we cannot develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively. Our results could be adversely affected if the cost of compliance with environmental, health and safety laws and regulations becomes too burdensome. We may incur significant costs in order to comply with environmental remediation obligations. Changes in the retail industry and markets for consumer products affecting our customers or retailing practices could negatively impact any existing customer relationships and our results of operations. Our business could involve the potential for product recalls, product liability and other claims against us, which could affect our earnings and financial condition. We may not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. We may have limited ability to evaluate the target business management.

Full 10-K form ▸

1406251--3/16/2009--Global_Consumer_Acquisition_Corp.