Liberty Acquisition Holdings Virginia 10-Q 2008 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission File Number:001-33862

Liberty Acquisition Holdings Corp.

(Exact name of Registrant as specified in its charter)

Delaware	26-0490500
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

1114 Avenue of the Americas, 41st Floor
New York, New York 10036
(Address of principal executive offices)

(212) 380-2230
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes     o No

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero	Accelerated filero
Non-accelerated filerx	Smaller reporting companyo

     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).

x Yes     o No

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     The number of shares of common stock outstanding as of November 11, 2008 was 129,375,000.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1. Financial Statements.
CONDENSED BALANCE SHEETS
CONDENSED STATEMENTS OF OPERATIONS
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
CONDENSED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM. 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
	ITEM 4T. Controls and Procedures.
PART II — OTHER INFORMATION
	ITEM 1. Legal Proceedings.
	ITEM 1A. Risk Factors
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
	ITEM 3. Defaults upon Senior Securities.
	ITEM 4. Submission of Matters to a Vote of the Security Holders.
	ITEM 5. Other Information.
	ITEM 6. Exhibits.
SIGNATURES
EX-31.1
EX-32.1

Forward-Looking Statements

     This report, and the information incorporated by reference in it, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

• ability to complete a combination with one or more target businesses;

• success in retaining or recruiting, or changes required in, our officers or directors following a business combination;

• potential inability to obtain additional financing to complete a business combination;

• limited pool of prospective target businesses;

• potential change in control if we acquire one or more target businesses for stock;

• public securities limited liquidity and trading;

• inability to have our securities listed on the American Stock Exchange following a business combination or the delisting of our securities from the American Stock Exchange;

• use of proceeds not in trust or available to us from interest income on the trust account balance; or

• financial performance.

     The forward-looking statements contained or incorporated by reference in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Part II — Other Information, “Item 1A. Risk Factors” and elsewhere in this report and in our annual report onForm 10-K for the Year ended December 31, 2007, and those described in our future reports filed with the Securities Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

     References in this report to “we,” “us” or “our company” refer to Liberty Acquisition Holdings Corp. References to our “founders” refer, collectively, to our sponsors and each of our independent directors. References to “public stockholders” refer to purchasers of our securities in our initial public offering and subsequent purchasers in the secondary market. To the extent our founders purchased common stock in our initial public offering or thereafter in the open market they would be “public stockholders” for liquidation and dissolution purposes, but will vote all such shares in favor of our initial business combination and therefore would not be eligible to seek redemption in connection with a vote on a business combination.

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PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements.

LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED BALANCE SHEETS

��	September 30, 2008		December 31, 2007
	(unaudited)
ASSETS
Current assets
Cash	$	4,440,550	$	287,656
Prepaid expenses		38,723		199,973
Prepaid income taxes		910,537		—
Total current assets		5,389,810		487,629
Other asset,cash and cash equivalents held in trust account		1,023,417,030		1,019,590,779
Total assets	$	1,028,806,840	$	1,020,078,408
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	—	$	6,379
Accrued offering costs		—		250,000
Income taxes payable		—		1,282,632
Franchise taxes payable		48,505		84,986
Notes payable, founding stockholders		—		250,000
Total current liabilities		48,505		1,873,997
Long-term liabilities
Deferred underwriters’ fee		27,427,500		27,427,500
Common stock subject to redemption, 31,049,999 shares at redemption value, approximately $9.82 per share		304,910,990		304,910,990
Deferred interest income related to common stock subject to possible redemption		482,772		482,772
Stockholders’ equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued. Common stock, $.0001 par value, authorized 215,062,500 shares; 129,375,000 shares issued and outstanding (including 31,049,999 shares subject to possible redemption)		12,938		12,938
Additional paid-in capital		686,812,963		686,812,963
Retained earnings (deficit) accumulated during the development stage		9,111,172		(1,442,752	)
Total stockholders’ equity		695,937,073		685,383,149
Total liabilities and stockholders’ equity	$	1,028,806,840	$	1,020,078,408

See accompanying notes to condensed interim financial statements.

3

LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

							Period from			Period from
	For the Three			For the Nine			June 27, 2007			June 27, 2007
	Months Ended			Months Ended			(Inception) to			(Inception) to
	September 30,			September 30,			September 30,			September 30,
	2008			2008			2007			2008
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	—		$	—		$	—		$	—
Formation and administrative costs		234,444			669,878			250			779,103
Warrant modification charge (stock compensation expense)		—			—			—			2,460,000
Loss from operations		(234,444	)		(669,878	)		(250	)		(3,239,103	)
Interest income		5,638,738			20,727,153			1,699			23,619,030
Income before provision for income taxes		5,404,294			20,057,275			1,499			20,379,927
Provision for income taxes		2,527,482			9,503,351			—			10,785,983
Net income	$	2,876,812		$	10,553,924		$	1,499		$	9,593,944
Maximum number of shares subject to possible redemption:
Approximate weighted average number of shares, basic and diluted		31,049,999			31,049,999			—			19,692,000
Income per common share subject to possible redemption, basic and diluted	$	—		$	—			—		$	0.02
Net income allocable to common stockholders not subject to possible redemption	$	2,876,812		$	10,553,924		$	1,499		$	9,111,172
Approximate weighted average number of common shares outstanding (not subject to possible redemption), basic		98,325,000			98,325,000			25,875,000			71,823,000
Net income per common share not subject to possible redemption, basic	$	0.03		$	0.11			—		$	0.13
Approximate weighted average number of common shares outstanding (not subject to possible redemption), diluted		122,180,000			124,208,000			—			99,870,000
Net income per common share not subject to possible redemption, diluted	$	0.02		$	0.08		$	—		$	0.09

See accompanying notes to condensed interim financial statements.

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LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(US Dollars in thousands)

								Earnings
								(Deficit)
								Accumulated
					Additional			During the			Total
	Common				Paid-in			Development			Stockholders’
	Shares		Amount		Capital			Stage			Equity
Sale of Units issued to founding stockholders on August 9, 2007 at approximately $0.00097 per unit (each unit consists one share of common stock and one half (1/2) of one warrant)		25,875,000	$	2,588	$	22,412		$			$	25,000
Sale of 12,000,000 warrants at $1 per warrant on December 12, 2007 to Berggruen Holdings and Marlin Equities						12,000,000						12,000,000
Sale of 103,500,000 units on December 12, 2007 at a price of $10 per unit in the public offering, including 13,500,000 Units sold to the underwriters		103,500,000		10,350		1,034,989,650						1,035,000,000
Proceeds from public offering subject to possible redemption (31,049,999 shares common stock at redemption value)						(304,910,990	)					(304,910,990	)
Underwriters’ discount and offering costs related to public offering and over-allotment option (including $27,427,500 payable upon a business combination)						(57,748,109	)					(57,748,109	)
Warrants modification charge						2,460,000						2,460,000
Accretion of trust account relating to common stock subject to possible redemption, net of tax of approximately $385,000									(482,772	)		(482,772	)
Net loss									(959,980	)		(959,980	)
Balances, at December 31, 2007		129,375,000	$	12,938		686,812,963		$	(1,442,752	)	$	685,383,149
Net income for the period (unaudited)									10,553,924			10,553,924
Balances, at September 30, 2008 (unaudited)		129,375,000		12,938		686,812,963			9,111,172			695,937,073

See accompanying notes to condensed interim financial statements.

5

LIBERTY ACQUISITION HOLDINGS CORP.
(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months			Period from
	Ended			June 27, 2007
	September 30,			(inception) to
	2008			September 30, 2008
	(unaudited)			(unaudited)
Cash flows from operating activities
Net income	$	10,533,924		$	9,593,944
Adjustment to reconcile net income to net cash provided by operating activities:
Warrant modification charge (stock compensation expense)		—			2,460,000
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Prepaid expenses		161,250			(38,723	)
Prepaid income taxes		(910,537	)		(910,537	)
Income taxes payable		(1,282,632	)		—
Franchise taxes payable		(36,481	)		48,505
Accrued expenses		(6,379	)		—
Net cash provided by operating activities		8,479,145			11,153,189
Net cash used in investing activities
Changes in cash and cash equivalents invested in trust account		(3,826,251	)		(1,023,417,030	)
Cash flows from financing activities
Repayment of notes payable, founding stockholders		(250,000	)		(250,000	)
Proceeds from note payable, founding stockholders		—			250,000
Proceeds from issuance of units to founding stockholders		—			25,000
Gross proceeds from public offering		—			1,035,000,000
Proceeds from issuance of warrants in private placements		—			12,000,000
Payments for underwriters’ discounts and offering costs		(250,000	)		(30,320,609	)
Net cash provided by (used in) financing activities		(500,000	)		1,016,704,391
Net increase in cash		4,152,894			4,440,550
Cashat beginning of the period		287,656			—
Cashat end of the period	$	4,440,550		$	4,440,550
Supplemental schedule of non-cash financing activities:
Deferred underwriters discount	$	—		$	27,427,500
Accrued offering costs	$	—		$	250,000
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes		$11,696,521		$	11,696,521

See accompanying notes to condensed interim financial statements.

6

LIBERTY ACQUISITION HOLDINGS CORP
(a corporation in the development stage)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE A—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

     Liberty Acquisition Holdings Corp. (a corporation in the development stage) (the “Company”) was incorporated in Delaware on June 27, 2007. The Company plans to acquire one or more operating businesses through a merger, stock exchange, asset acquisition, reorganization or similar business combination (a “Business Combination”). The Company has neither engaged in any operations nor generated revenue from operations to date. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting By Development Stage Enterprises”, and is subject to the risks associated with activities of development stage companies. Following the initial public offering (described below), the Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company currently generates non-operating income in the form of interest income on cash and cash equivalents held in an escrow trust account (“Trust Account”) from the proceeds derived from the offering. For the nine months ended September 30, 2008, the Company earned $20.7 million of interest income on the Trust Account, of which $16.8 million was transferred to the operating account. The Company has selected December 31st as its fiscal year end.

     The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange of Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2008 and the results of operations for the three and nine months ended September 30, 2008, the period from June 27, 2007 (inception) to September 30, 2007 and the period from June 27, 2007 (inception) to September 30, 2008. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed balance sheet as of December 31, 2007, as presented herein, was derived from the Company’s audited financial statements as reported on Form 10-K to the Company’s Annual Report for the year ended December 31, 2007 filed with the SEC.

     The results of operations for the three and nine months ended September 30, 2008, the period from June 27, 2007 (inception) to September 30, 2007, and the period from June 27, 2007 (date of inception) to September 30, 2008 are not necessarily indicative of the results of operations to be expected for a full fiscal year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2007 and for the period from June 27, 2007 (inception) to December 31, 2007, which are included in the Company’s Annual Report on Form 10-K filed with the SEC.

     The registration statement for the Company’s initial public offering (the “Offering”) (as described in Note C) was declared effective on December 6, 2007. The Company consummated the Offering on December 12, 2007, and contemporaneous with the consummation of the Offering, the Company’s Sponsors (as defined below) purchased 12,000,000 warrants in the aggregate at $1.00 per warrant in a private placement (the “Private Placement”) (See Note D). Substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Since the Offering, approximately 98% of the gross proceeds, after payment of certain amounts to the underwriters, is held in a Trust Account and invested in U.S. “government securities” defined as any Treasury Bill issued by the United States having a maturity of 180 days or less and/or in any open ended money market(s) selected by us meeting the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 under the Investment Company Act of 1940, until the earlier of (i) the consummation of its first Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds may be used to pay for business, legal and accounting due diligence on a prospective Business Combination and continuing general and administrative expenses.

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     The Company, after signing a definitive agreement for the Business Combination, will submit such transaction for stockholder approval. In the event that 30% or more of the outstanding stock (excluding, for this purpose, those shares of the Company’s common stock, $0.0001 par value (“Common Stock”) issued prior to the Offering) vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. Stockholders that purchased the Common Stock in the Offering voting against a Business Combination will be entitled to cause the Company to redeem their stock for a pro rata share of the Trust Account (including the additional 2.65% fee of the gross proceeds payable to the underwriters upon the Company’s consummation of a Business Combination), including any interest earned (net of taxes payable and the amount distributed to the Company to fund its working capital requirements) on their pro rata share, if the Business Combination is approved and consummated. However, voting against the Business Combination alone will not result in an election to exercise a stockholder’s redemption rights. A stockholder must also affirmatively exercise such redemption rights at or prior to the time the Business Combination is voted upon by the stockholders. All of the Company’s stockholders prior to the Offering (collectively, the “Founders”) have agreed to vote all of the shares of the Common Stock held by them in accordance with the vote of the majority in interest of all other stockholders of the Company.

     In the event that the Company does not consummate a Business Combination by June 12, 2010, or December 12, 2010 if certain extension criteria have been satisfied, the proceeds held in the Trust Account will be distributed to the Company’s public stockholders, excluding the Founders to the extent of their initial stock holdings. In the event of such distribution, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Offering discussed in Note C).

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

     The accompanying condensed financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations for interim financial statements of the SEC.

Development Stage Company:

     The Company complies with the accounting and reporting requirements of SFAS No. 7, “Accounting and Reporting by Development Stage Enterprises.”

Cash and cash equivalents:

     Cash and cash equivalents are defined as cash and investments that have a maturity at date of purchase of, or can be converted to cash in, three months or less.

Units:

     On December 6, 2007, the Company effected a 1-for-5 unit dividend (“Unit Dividend”). All transactions and disclosures in the condensed interim financial statements, related to the Company’s Units, have been adjusted to reflect the effect of the Unit Dividend.

8

Income per common share:

     Basic income per common share is computed by dividing net income for the period by the weighted average common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if warrants were to be exercised or converted or otherwise result in the issuance of common stock.

     For the three and nine months ended September 30, 2008 and for the period from June 27, 2007 (inception) to September 30, 2008, the Company had potentially dilutive securities in the form of 76,687,500 warrants, including 12,937,500 warrants issued as part of the Founders’ Units (as defined below), 12,000,000 Sponsors’ Warrants (as defined below) issued in the Private Placement and 51,750,000 warrants issued as part of the Units (as defined below) in the Offering. Of the total warrants outstanding for the periods then ended, approximately 23,855,000, 25,833,000 and 28,047,000 represent incremental shares of common stock, based on their assumed conversion, to be included in the weighted average number of shares of common stock outstanding (not subject to possible redemption) for the calculation of diluted income per share of common stock. The Company uses the “treasury stock method” to calculate potential dilutive shares, as if they were redeemed for common stock at the beginning of the period.

     The Company’s condensed statements of operations includes a presentation of income per common share subject to possible redemption in a manner similar to the two-class method of income per common share. Basic and diluted income per common share amount for the maximum number of common shares subject to possible redemption is calculated by dividing the net interest attributable to common shares subject to redemption by the weighted average number of shares subject to possible redemption. Basic and diluted income per share amount for the common shares outstanding not subject to possible redemption is calculated by dividing the net income exclusive of the net interest income attributable to common shares subject to redemption by the weighted average number of shares not subject to possible redemption.

Concentration of credit risk:

     Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, exceeds the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on this account.

Fair value of financial instruments:

     The fair value of the Company’s assets and liabilities, which qualify as financial instruments under SFAS No. 107, “Disclosure About Fair Value of Financial Instruments,” approximates the carrying amounts represented in the accompanying condensed balance sheets.

Use of estimates:

     The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes:

     The Company complies with SFAS 109, “Accounting for Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

9

     The Company also complies with the provisions of the Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Company adopted FIN 48 on the inception date and has determined that the adoption did not have an impact on the Company’s financial position, results of operations, or cash flows.

Redeemable common stock:

     The Company accounts for redeemable common stock in accordance with the Financial Accounting Standards Board’s (“FASB”) Emerging Issue Task Force D-98 “Classification and Measurement of Redeemable Securities”(“EITF D-98”) which provides that securities that are redeemable for cash or other assets are classified outside of permanent equity if they are redeemable at the option of the holder. In addition, if the redemption causes a liquidation event, the redeemable securities should not be classified outside of permanent equity. As discussed in Note A, the Business Combination will only be consummated if a majority of the shares of common stock voted by the Public Stockholders are voted in favor of the Business Combination and Public Stockholders holding less than 30% (31,050,000) of common stock sold in the Offering exercise their redemption rights. As further discussed in Note A, if a Business Combination is not consummated by June 12, 2010, or December 12, 2010 if certain extension criteria have been satisfied, the Company will liquidate. Accordingly, 31,049,999 shares of common stock have been classified outside of permanent equity at redemption value. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the redeemable common stock to equal its redemption value at the end of each reporting period. The initial per share redemption price was approximately $9.82 at December 12, 2007, and also approximately $9.82 at September 30, 2008.

Recently issued accounting pronouncements:

     In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the fair value of identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. For the Company, SFAS No. 141R is effective for business combinations occurring after December 31, 2008. The Company is currently evaluating the future impacts and disclosures of this standard.

10

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 requires reporting entities to present noncontrolling (minority) interests as equity as opposed to as a liability or mezzanine equity and provides guidance on the accounting for transactions between an entity and noncontrolling interests. SFAS 160 is effective the first fiscal year beginning after December 15, 2008, and interim periods within that fiscal year. SFAS 160 applies prospectively as of the beginning of the fiscal year SFAS 160 is initially applied, except for the presentation and disclosure requirements which are applied retrospectively for all periods presented subsequent to adoption. The adoption of SFAS 160 will not have a material impact on the Company’s results of operations or financial position; however, it could impact future transactions entered into by the Company.

     In March 2008, the FASB issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities — An Amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed interim financial statements.

Recently adopted accounting standards:

     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements where the FASB requires or permits fair value measurements but does not require any new fair value measurements. In February 2008, FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. 157-2”), which delayed the effective date of SFAS 157 for certain non-financial assets and non-financial liabilities to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company adopted SFAS 157 for financial assets and liabilities on January 1, 2008. SFAS 157 did not have any impact on the Company’s results of operations or financial position. See Note H.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 155” (“SFAS 159”). This statement permits entities to choose to measure selected assets and liabilities at fair value. The Company adopted SFAS 159 on January 1, 2008 resulting in no impact to the Company’s financial condition, results of operations or cash flows.

NOTE C—THE OFFERING

     On December 12, 2007, the Company consummated its initial public offering of 103,500,000 units (“Units”) (including 13,500,000 Units sold pursuant to the underwriters’ exercise of their over-allotment option) at a price of $10.00 per Unit in the Offering. Each Unit consists of one share of the Company’s Common Stock and one half (1/2) of one redeemable Common Stock purchase warrant (“Warrant”). Because each unit includes one half (1/2) of one warrant, holders will need to have two units in order to have one warrant. Warrants may be exercised only in increments of one whole warrant. The public offering price was $10.00 per Unit. Each Warrant entitles the holder to purchase from the Company one share of Common Stock at an exercise price of $5.50 commencing on the later of (i) the consummation of the Company’s initial Business Combination or (ii) December 6, 2008, provided in each case that there is an effective registration statement covering the shares of Common Stock underlying the Warrants in effect. The Warrants will expire December 12, 2013, unless earlier redeemed. The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days prior notice after the Warrants become exercisable, only in the event that the last sale price of the Common Stock is at least $15.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given.

11

     No warrants will be exercisable and the Company will not be obligated to issue shares of Common Stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the Common Stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants. In no circumstance will the Company be required to settle any such warrant exercise for cash. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the Common Stock is not qualified or exempt from qualification in the jurisdiction in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants will expire worthless.

     Proceeds held in the trust account will not be available for the Company’s use for any purpose, except to pay any income taxes and up to $10.35 million can be taken from the interest earned on the Trust Account to fund the Company’s working capital. These proceeds will be used to pay for business, legal, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

NOTE D—RELATED PARTY TRANSACTIONS

     The Founders purchased an aggregate of 25,875,000 (after giving effect to the Unit Dividend) of the Company’s founders’ units (the “Founders’ Units”) for an aggregate price of $25,000 in a private placement. The Founders’ Units are identical to those sold in the Offering, except that each of the Founders has agreed to vote the Common Stock included in the Founders’ Units in the same manner as a majority of the public stockholders who vote at the special or annual meeting called for the purpose of approving the initial Business Combination. As a result, the Founders will not be able to exercise redemption rights with respect to the Founders’ Common Stock if the initial Business Combination is approved by a majority of the Company’s public stockholders. The Founders’ Common Stock included in the Founders’ Units will not participate with the Common Stock included in the Units sold in the Offering in any liquidating distribution. The Warrants included in the Founders’ Units will become exercisable after the consummation of a Business Combination, if and when the last sales price of the Common Stock exceeds $15.00 per share for any 20 trading days within a 30 trading day period beginning 90 days after such Business Combination, will be non-redeemable so long as they are held by the Founders or their permitted transferees and may be exercised by the holder on a cashless basis. In no circumstance will the Company be required to settle any such warrant exercise for cash. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdiction in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants will expire worthless.

     Prior to, and in connection with the pricing of, the Offering, the Company’s Board of Directors approved an amendment to modify the terms of (i) the warrants granted to the Founders as part of the Founders’ Units and (ii) the Sponsors’ Warrants that were to be purchased by the Sponsors immediately prior to the consummation of the Offering, whereby the exercise price of the warrants was reduced from $7.00 to $5.50 and the exercise term extended from five to six years. The impact of the amendment to these warrants issued in connection with the Founders’ Units resulted in a warrant modification under SFAS 123(R), whereby the Company was required to record a charge for the change in fair value measured immediately prior and subsequent to the modification of the warrants. As a result of the modifications, the Company recorded a noncash expense of $2.5 million in the period from June 27, 2007 (date of inception) to December 31, 2007.

12

     The Company presently occupies office space provided by Berggruen Holdings, Inc., an affiliate of Berggruen Holdings and the Company’s Chief Executive Officer. Upon the consummation of the Offering, the Company agreed to pay Berggruen Holdings, Inc. a total of $10,000 per month for office space, administrative services and secretarial support until the earlier of the Company’s consummation of a Business Combination or its liquidation. Upon consummation of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

     Each of Berggruen Holdings and Marlin Equities have invested $6.0 million in the Company ($12.0 million in the aggregate) in the form of sponsors’ warrants (“Sponsors’ Warrants”) to purchase 6,000,000 shares of Common Stock (12,000,000 in the aggregate) at a price of $1.00 per Sponsors’ Warrant. Each of Berggruen Holdings and Marlin Equities purchased such Sponsors’ Warrants from the Company immediately prior to the consummation of the Offering. Each of Berggruen Holdings and Marlin Equities has agreed not to transfer, assign or sell any of the Sponsors’ Warrants (including the Common Stock to be issued upon exercise of the Sponsors’ Warrants) until one year after the Company consummates a Business Combination. In no circumstance will the Company be required to settle any such warrant exercise for cash. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdiction in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants will expire worthless. There was no charge associated with the issuance of these warrants in the Private Placement, in accordance with SFAS 123(R), as the Company has determined that the purchase price of these warrants were above the fair value of such warrants.

     Each of Berggruen Holdings and Marlin Equities agreed to invest $30.0 million in the Company ($60.0 million in the aggregate) in the form of co-investment units (“Co-Investment Units”) at a price of $10.00 per Unit. Each of Berggruen Holdings and Marlin Equities is obligated to purchase such Co-Investment Units from the Company immediately prior to the consummation of a Business Combination.

     The Co-Investment Units will be identical to the Units sold in the Offering. Each of Berggruen Holdings and Marlin Equities has agreed not to transfer, assign or sell any of the Co-Investment Units or the Common Stock or Warrants included in the Co-Investment Units (including the Common Stock to be issued upon exercise of the Warrants), until one year after the Company consummates a Business Combination.

     The Company issued two $125,000 unsecured promissory notes, one each, to Berggruen Acquisition Holdings Ltd (“Berggruen Holdings”) and Marlin Equities II, LLC (“Marlin Equities”). These advances were non-interest bearing, unsecured and due within 60 days following the consummation of the Offering. Both promissory notes were repaid in the first quarter of 2008.

NOTE E—INCOME TAXES

     The Company’s provision for income taxes reflects the application of federal, state and city statutory rates to the Company’s income before taxes. The Company’s effective tax rate was 47% for the three months ended September 30, 2008, 47% for the nine months ended September 30, 2008 and 53% for the period from June 27, 2007 (inception) to September 30, 2008.

13

     Components of the provision for income taxes are as follows:

					Period from June 27, 2007
	For the Three Months Ended		For the Nine Months Ended		(inception) to
Current	September 30,2008		September 30, 2008		September 30, 2008
Federal	$	1,666,139	$	6,042,485	$	6,871,490
State	$	363,819	$	1,580,101	$	1,777,797
City	$	497,524	$	1,880,765	$	2,136,696

     For the three and nine months ended September 30, 2008, the effective income tax rate differs from the federal statutory rate of 34% principally due to the effect of state and city income taxes and for the period from June 27, 2007 (inception) to September 30, 2008, the non-deductibility of the warrant modification charge (permanent difference) also contributes to the difference.

NOTE F—COMMITMENTS

     The Company paid an underwriting discount of 2.85% of the Offering proceeds ($29.5 million) to the underwriters at the closing of the Offering. The Company will pay the underwriters an additional fee of 2.65% of the Offering proceeds ($27.4 million) payable upon the consummation of a Business Combination.

NOTE G—PREFERRED STOCK

     The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of September 30, 2008, the Company has not issued any shares of preferred stock.

NOTE H—FAIR VALUE MEASUREMENTS

     Effective January 1, 2008, the Company adopted SFAS 157 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordance with the provision of FASB Staff Positions No. 157-2, the Company has elected to defer implementation of SFAS 157 as it relates to its non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2009. The Company is evaluating the impact, if any, this standard will have on its non-financial assets and liabilities.

     The adoption of SFAS 157 to the Company’s financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have an impact on the Company’s financial results.

     The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2008, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair value determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

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Financial Assets at Fair Value as of September 30, 2008

							Significant
	Fair Value		Quoted Prices in		Significant Other		Unobservable
	September 30,		Active Markets		Observable Inputs		Inputs
Description	2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents held in trust	$	1,023,417,030	$	1,023,417,030	$	—	$	—
Total	$	1,023,417,030	$	1,023,417,030	$	—	$	—

     The fair values of the Company’s cash and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources.

     The carrying amounts reflected in the condensed balance sheets for other current assets and accrued expenses approximate fair value due to their short-term maturities.

ITEM. 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

     We were formed on June 27, 2007. We plan to effect a merger, stock exchange, asset acquisition, reorganization or similar business combination with an operating business or businesses which we believe have significant growth potential. We consummated our initial public offering on December 12, 2007. We are currently in the process of evaluating and identifying targets for a business combination. We intend to use cash from the proceeds of our initial public offering (including proceeds from the exercise by the underwriters of their over-allotment option) and sale of the sponsors’ warrants and the co-investment, our capital stock, debt or a combination of cash, stock and debt.

     We have neither engaged in any operations nor generated any revenues from operations to date. Our entire activity since inception has been to prepare for and consummate our initial public offering and to identify and investigate targets for a business combination. We will not generate any operating revenues until consummation of a business combination. We generate non-operating income in the form of interest income on cash and cash equivalents.

     Net income for the three months ended September 30, 2008 was $2.9 million, which consisted of $5.6 million in interest income offset by $0.2 million in administrative expenses and $2.5 million for income taxes. Net income for the nine months ended September 30, 2008 was $10.6 million, which consisted of $20.7 million in interest income offset by $0.7 million in administrative expenses and $9.5 million for income taxes. Net income for the period from June 27, 2007 (inception) to September 30, 2008 was $9.6 million, which consisted of $23.6 million in interest income partially offset by $0.8 million in formation and operating expenses, $2.5 million in noncash expenses in connection with the modification of the terms of the founders and sponsors warrants and $10.8 million in income taxes. Please see Note B to the Company’s financial statements — “Summary of Significant Accounting Policies — Stock Based Compensation” and Note D — “Related Party Transactions.” The trustee of the trust account will pay any taxes resulting from interest accrued on the funds held in the trust account out of the funds held in the trust account. The decrease in interest income, during the three months ended September 30, 2008, was due primarily to a shift of the company’s cash and equivalents to more conservative investments.

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Off-Balance Sheet Arrangements

     We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

     We do not have any long term debt, capital lease obligations, operating lease obligations, purchase obligations or other long term liabilities.

Liquidity and Capital Resources

     The net proceeds from (i) the sale of the units in our initial public offering (including the underwriters’ over-allotment option), after deducting approximately $57.7 million to be applied to underwriting discounts, offering expenses and working capital (including $27.4 million of deferred underwriting discounts) and (ii) the sale of the sponsors’ warrants for a purchase price of $12.0 million, was approximately $1,016.7 million. All of these net proceeds were placed in trust, except for $0.1 million that was used for working capital.

     We will use substantially all of the net proceeds of our initial public offering to acquire one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring, negotiating and consummating the business combination. If the business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital.

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     As of September 30, 2008, we had cash outside of the trust account of $4.4 million, cash held in the trust account of $1,023.4 million, franchise taxes payable of 48,505 and total liabilities of $332.9 million (which includes $305.4 million of common stock which is subject to possible redemption and related deferred interest). We believe that the funds available to us outside of the trust account together with the 5.4 million eligible to be drawn form the trust account will be sufficient to allow us to operate until December 12, 2010, assuming that an initial transaction is not consummated during that time. Of the funds held outside of the trust account, we anticipate using these funds to cover the due diligence and investigation of a target business or businesses; legal, accounting and other expenses associated with structuring, negotiating and documenting an initial business combination; office space, administrative services and secretarial support prior to consummating a business combination.

Current liabilities
Accrued expenses	$	—
Franchise taxes payable		48,505

     If the funds available to us outside of the trust account are insufficient to cover our expenses, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our sponsors, Mr. Berggruen or our directors, but, except for the co-investment, none of such sponsors, Mr. Berggruen or our directors is under any obligation to advance funds to, or invest in, us. Any such interest income not used to fund our working capital requirements or repay advances from our founders or for due diligence or legal, accounting and non-due diligence expenses will be usable by us to pay other expenses that may exceed our current estimates.

     We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, we may need to raise additional funds, in addition to the co-investment, through a private offering of debt or equity securities if such funds were required to consummate a business combination. Such debt securities may include a working capital revolving debt facility or a longer term debt facility. We would only consummate such financing simultaneously with the consummation of a business combination.

     We intend to focus on potential target businesses with valuations between $1.0 billion and $4.0 billion. We believe that our available working capital, together with the issuance of additional equity and/or the issuance of debt, would support the acquisition of such a target business. Such debt securities may include a long term debt facility, a high-yield notes offering or mezzanine debt financing, and depending upon the business of the target company, inventory, receivable or other secured asset-based financing. The mix of additional equity and/or debt would depend on many factors. The proposed funding for any such business combination would be disclosed in the proxy statement relating to the required shareholder approval. We would only consummate such financing simultaneously with the consummation of a business combination that was approved in connection with the stockholder approval of the business combination. We will only seek stockholder approval of such financing as an item separate and apart from the approval of the overall transaction if such separate approval was required by applicable securities laws or the Rules of the American Stock Exchange or other similar body.

     As of September 30, 2008, the underlying assets of our trust account consisted of shares of the JPMorgan U.S. Government Money Market Fund (the “JPMorgan Fund”), the Goldman Sachs Financial Square Federal Fund (the “Goldman Fund”) and the Western Asset Institutional Government Money Market Fund (the “Western Asset Fund”, and together with the JPMorgan Fund and the Goldman Fund, the “Funds”). According to the relevant prospectus of the Funds:

• J.P. Morgan Investment Management Inc. serves as investment adviser to the JPMorgan Fund, which under normal conditions, invests its assets exclusively in debt securities issued or guaranteed by the U.S. government, or by U.S. government agencies or instrumentalities and repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities;

• Goldman Sachs Asset Management, L.P. serves as investment adviser to the Goldman Fund, which limits its investments only to certain U.S. Treasury obligations and U.S. government securities; and

• Western Asset Management Company, a wholly-owned subsidiary of Legg Mason, Inc., serves as investment adviser to the Western Asset Fund, which invests exclusively in short term U.S. government obligations such as short-term U.S. Treasury securities; short-term obligations of the U.S. government, its agencies and instrumentalities; and U.S. Treasury-related repurchase agreements.

     As of September 30, 2008, we believe, based on publicly available information, that our position in each of the Funds accounted for no more than 6% of the total assets of any such Fund. We and the trustee of the trust account continuously monitor the Funds in this volatile market environment and expect to take whatever actions we and the trustee deem appropriate with respect to protecting and preserving the assets contained in the trust account.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

     Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. Approximately $1,016.7 million of the net offering proceeds (which includes $27.4 million of the proceeds attributable to the underwriters’ discount) has been placed into a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 30, 2008, the balance of the trust account was $1,023.4 million. The proceeds held in trust are invested in U.S. “government securities” defined as any Treasury Bill issued by the United States having a maturity of 180 days or less and/or in any open ended money market(s) selected by us meeting the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 under the Investment Company Act of 1940. Thus, we are subject to market risk primarily through the effect of changes in interest rates on government securities. The effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices, does not pose significant market risk to us. As of September 30, 2008, the effective annualized interest rate payable on our investment was approximately 2.23% (based upon the average yield earned during the last reported monthly period). Assuming no other changes to our holdings as of September 30, 2008, a 1.0% decrease in the yield on our investment as of September 30, 2008 would result in a decrease of approximately $2.6 million in the interest earned on our investment for the following quarterly period. We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 4T. Controls and Procedures.

     We evaluated the effectiveness of our disclosure controls and procedures, as defined in the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Nicolas Berggruen, our Chief Executive Officer, participated in this evaluation. Based upon that evaluation, Mr. Berggruen concluded that our disclosure controls and procedures were effective as of the end of the period covered by the report.

     As a result of the evaluation completed by Mr. Berggruen, we have concluded that there were no changes during the fiscal quarter ended September 30, 2008 in our internal controls over financial reporting, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings.

     None.

ITEM 1A. Risk Factors

     There have been no material changes in our risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     Unregistered Sales of Equity Securities

     We did not engage in any unregistered sales of equity securities during the three months ended September 30, 2008.

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     Use of Proceeds from Initial Public Offering

     On December 12, 2007, we closed our initial public offering of 103,500,000 units (which included 13,500,000 purchased by the underwriters pursuant to their over-allotment option) with each unit consisting of one share of common stock and one-half (¹/2) of one warrant to purchase one share of our common stock at a price of $5.50 per share. All of the units registered were sold at an offering price of $10.00 per unit and generated gross proceeds of $1,035 million. The securities sold in our initial public offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-145559). The SEC declared the registration statement effective on December 6, 2007. Citigroup Global Market Inc. acted as sole bookrunning manager and representative of Lehman Brothers Inc.

     We received net proceeds of approximately $1,016.7 million from our initial public offering (including proceeds from the exercise by the underwriters of their over-allotment option). Of those net proceeds, approximately $27.4 million is attributable to the deferred underwriters’ discount. Expenses related to the offering totaled approximately $57.7 million. The net proceeds were deposited into a trust account and will be part of the funds distributed to our public stockholders in the event we are unable to complete a business combination. The remaining proceeds ($100,000) became available to be used to provide for business, legal and accounting due diligence on prospective transactions and continuing general and administrative expenses. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available to us, except to pay any income taxes and up to $10.35 million can be taken from the interest earned on the trust account to fund our working capital. These proceeds will be used in addition to the $100,000, to pay for business, legal, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses This limitation on our working capital will preclude us from declaring and paying dividends. The net proceeds deposited into the trust account remain on deposit in the trust account and earned $23.6. million for the period from June 27, 2007 (inception) to September 30, 2008 and $20.7 million for the nine months ended September 30, 2008.

ITEM 3. Defaults upon Senior Securities.

     Not applicable.

ITEM 4. Submission of Matters to a Vote of the Security Holders.

     Not applicable.

ITEM 5. Other Information.

     None.

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ITEM 6. Exhibits.

Exhibit
Number		Description
	3.1	Corrected Second Amended and Restated Certificate of Incorporation (6)
	3.2	Bylaws (1)
	4.1	Specimen Unit Certificate (1)
	4.2	Specimen Common Stock Certificate (1)
	4.3	Warrant Agreement, dated August 9, 2007 between Continental Stock Transfer & Trust Company and the Registrant (1)
	4.4	Amended and Restated Warrant Agreement dated November 9, 2007 between Continental Stock Transfer & Trust Company and the Registrant (3)
	4.5	Second Amended and Restated Warrant Agreement dated December 6, 2007 between Continental Stock Transfer & Trust Company and the Registrant (4)
	4.6	Specimen Public Warrant Certificate (included in Exhibit 4.3)
	4.7	Specimen Private Warrant Certificate (included in Exhibit 4.3)
	10.1	Registration Rights Agreement among the Registrant and the Founders, dated December 6, 2007 (5)
	10.2	Founders’ Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Berggruen Holdings (formerly known as Berggruen Freedom Holdings, Ltd.) (1)
	10.3	Founders’ Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Marlin Equities (1)
	10.4	Founders’ Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and James N. Hauslein (1)
	10.5	Founders’ Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Nathan Gantcher (1)
	10.6	Founders’ Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Paul B. Guenther (1)
	10.7	Sponsors’ Warrant and Co-Investment Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Berggruen Holdings (formerly known as Berggruen Freedom Holdings, Ltd.) (1)
	10.8	Sponsors’ Warrant and Co-Investment Units Subscription Agreement dated as of August 9, 2007 by and between the Registrant and Marlin Equities (1)
	10.9	Amended and Restated Sponsors’ Warrant and Co-Investment Units Subscription Agreement dated as of December 6, 2007 by and between the Registrant and Berggruen Acquisition Holdings (4)
	10.10	Amended and Restated Sponsors’ Warrant and Co-Investment Units Subscription Agreement dated as of December 6, 2007 among the Registrant and Marlin Equities (4)
	10.11	Investment Management Trust Agreement by and between the Registrant and Continental Stock Transfer & Trust Company, dated December 12, 2007 (4)
	10.12	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Berggruen Holdings (formerly known as Berggruen Freedom Holdings, Ltd.) (1)
	10.13	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Marlin Equities (1)
	10.14	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Nicolas Berggruen (1)
	10.15	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Martin E. Franklin (1)
	10.16	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and James N. Hauslein (1)
	10.17	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Nathan Gantcher (1)

20

Exhibit
Number		Description
	10.18	Letter Agreement dated as of August 9, 2007 among the Registrant, Citigroup Global Markets Inc. and Paul B. Guenther (1)
	10.19	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Berggruen Holdings (5)
	10.20	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Marlin Equities (5)
	10.21	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Nicolas Berggruen (5)
	10.22	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Martin E. Franklin (5)
	10.23	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and James N. Hauslein (5)
	10.24	Amended and Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Nathan Gantcher (5)
	10.25	Amended a Restated Letter Agreement dated as of December 6, 2007 among the Registrant, Citigroup Global Markets Inc. and Paul B. Guenther (5)
	10.26	Promissory Note, dated August 9, 2007, issued to Berggruen Holdings (formerly known as Berggruen Freedom Holdings, Ltd.) (1)
	10.27	Promissory Note, dated August 9, 2007, issued to Marlin Equities (1)
	10.28	Form of Letter Agreement among the Registrant and Berggruen Holdings, Inc. providing office space to the Registrant (1)
	10.29	Form of Berggruen Holdings Ltd Employee Letter Agreement (1)
	10.30	Form of Indemnification Agreement by and between the Registrant and each of its officers and directors, dated December 6, 2007 (5)
	31.1*	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1*	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	99.1	Form of Charter of Audit Committee (1)
	99.2	Form of Charter of Governance and Nominating Committee (1)
	99.3	Form of Charter of Compensation Committee (1)

*	Filed Herewith
(1)	Incorporated by reference to the corresponding exhibit filed with the Registration Statement on Form S-1 (File No. 333-145559) with the SEC on August 17, 2007.
(2)	Incorporated by reference to the corresponding exhibit filed with Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on October 5, 2007.
(3)	Incorporated by reference to the corresponding exhibit filed with Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-145559) filed with the SEC on November 9, 2007.
(4)	Incorporated by reference to the corresponding exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on December 12, 2007.
(5)	Incorporated by reference to the corresponding exhibit filed with the Registrant’s Annual Report on Form 10-K filed with the SEC on March 11, 2008.
(6)	Incorporated by reference to the corresponding exhibit filed with the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2008.

21

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 12, 2008	LIBERTY ACQUISITION HOLDINGS CORP.
	/s/ NICOLAS BERGGRUEN
	By: Nicolas Berggruen
	Title:	President and Chief Executive Officer (principal executive officer, principal financial officer and chief accounting officer)