Retail Opportunity Investments (ROIC) 10-K/A 2008 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A (Amendment No. 1)

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

For the fiscal year ended December 31, 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:

NRDC ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	26-0500600
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
3 Manhattanville Road, Purchase, NY	10577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (914) 272-8067

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Units, each consisting of one share of Common Stock	NYSE Alternext U.S.
and one Warrant
Common Stock, par value $0.0001 per share	NYSE Alternext U.S.
Common Stock Purchase Warrants	NYSE Alternext U.S.

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act.  Yes o  No x

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.  Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large Accelerated Filer o   Accelerated Filer x   Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes x   No o

The aggregate market value of the voting common and non-voting equity held by non-affiliates of the registrant, based on the closing price of the registrant’s Units, each consisting of one share of the registrant’s common stock and one warrant exercisable for an additional share of common stock, on June 30, 2008 was approximately $386,262,000.00.

The number of outstanding shares of the registrant’s common stock on March 13, 2009 was 51,750,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE:  None

EXPLANATORY NOTE

NRDC Acquisition Corp. is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amended Report”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 13, 2009 (“Original Report”). The Amended Report is being filed both to include the signature of the principal accounting officer as required by Instruction D(2)(a) to Form 10-K and to reflect the introductory language of paragraph 4 as required by Item 601(b)(31) of Regulation S-K. No other items or disclosures in the Original Report are being amended, and accordingly this Amendment No.1 does not otherwise change or update any information that was presented in the Original Report.

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

Date: May 28, 2009	NRDC ACQUISITION CORP.
	By:	/s/ RICHARD A. BAKER
		Richard A. Baker
		Chief Executive Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.  This document may be executed by the signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument.

Signature	Title	Date
/s/ Richard A. Baker	Chief Executive Officer	May 28, 2009
Richard A. Baker	(Principal Financial Officer)
	(Principal Accounting Officer)
/s/ William L. Mack	Chairman of the Board	May 28, 2009
William L. Mack
/s/ Robert C. Baker	Vice–Chairman of the Board	May 28, 2009
Robert C. Baker
/s/ Lee S. Neibart	President and Director	May 28, 2009
Lee S. Neibart
/s/ Michael J. Indiveri	Director	May 28, 2009
Michael J. Indiveri
/s/ Edward H. Meyer	Director	May 28, 2009
Edward H. Meyer
/s/ Laura Pomerantz	Director	May 28, 2009
Laura Pomerantz
/s/ Vincent Tese	Director	May 28, 2009
Vincent Tese
/s/ Ronald W. Tysoe	Director	May 28, 2009
Ronald W. Tysoe