1413609--3/28/2008--Atlas_Acquisition_Holdings

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If we do not consummate a business combination prior to January 23, 2010 and dissolve, payments from the trust account to our public stockholders may be delayed. We may proceed with a business combination even if public stockholders owning up to one share less than 30% of the shares sold in our initial public offering exercise their conversion rights. You will not have any rights or interest in funds from the trust account, except under certain limited circumstances. You will not be entitled to protections normally afforded to investors of blank check companies. 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. If the net proceeds of our initial public offering not being held in trust are insufficient to allow us to operate for at least until January 23, 2010, we may be unable to complete a business combination. A decline in interest rates could limit the amount available to fund our search for a target business or businesses and complete a business combination since we will depend on interest earned on the trust account to fund our search, 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 $10.00 per share. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders. Certain warrant holders are unlikely to receive direct notice of redemption of our warrants. An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her, or its warrants and causing such warrants to be practically worthless. An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants. Since we have not yet selected a particular industry, geography, or 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. 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. We will not be required to obtain a fairness opinion from an independent investment banking firm as to the fair market value of the target business unless the target business is affiliated with our officers, directors, special advisors, or existing stockholders. 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 ability to successfully effect a business combination and to be successful thereafter will completely depend upon the efforts of our key personnel, some of whom may join us following a business combination. Our key personnel may negotiate employment or consulting arrangements with a target business in connection with a particular business combination. These agreements may provide for those persons 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 for our stockholders. Our officers and directors will allocate their time to other businesses, which could cause conflicts of interest in their determination as to how much time to devote to our affairs and could have a negative impact on our ability to consummate a business combination. Our officers and directors and their affiliates 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. All of our officers and directors own shares of our common stock issued prior to our initial public offering and some of them own insider warrants purchased in a private placement consummated concurrently with our initial public offering. These shares and warrants will not participate in liquidating 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. The requirement that we complete a business combination by January 23, 2010 may motivate our officers and directors to approve a business combination during that time period so that they may get their out-of-pocket expenses reimbursed. 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 initial public offering, which will cause us to depend solely upon a single business. 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 may require stockholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights. Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. We will depend on the limited funds available outside of the trust account and a portion of the interest earned on the trust account balance to fund our search for a target business or businesses and to complete our initial business combination. 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 and reconciled to United States generally accepted accounting principles, the pool of prospective target businesses may be limited. The requirement that we complete a business combination by January 23, 2010 may give potential target businesses leverage over us in negotiating a business combination. Because of our limited resources and structure, 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. Companies with similar business plans to ours have had limited success in completing a business transaction and there can be no assurance that we will successfully identify or complete a business combination. We are dependent upon Mr. Hauslein and Mr. Burman and the loss of either of them could adversely affect our ability to operate. Our founders, including our officers and directors, control 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 our common stock and make it more difficult to effect a business combination. If our founders exercise their registration rights with respect to their initial shares or insider warrants and 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 institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. 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. 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.

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1413609--3/28/2008--Atlas_Acquisition_Holdings_Corp.