BPW Acquisition (BPW) 10-Q Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009.

or

¨ 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 001-33979

BPW ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	26-1259837
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
750 Washington Boulevard, Stamford, Connecticut	06901
(Address of Principal Executive Offices)	(Zip Code)

(203) 653-5800

(Registrant’s Telephone Number, Including Area Code)

N/A

Former Name, Former Address and Former Fiscal year, if Changed Since Last Report

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨    No  ¨

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

Large accelerated filer  ¨                     Accelerated filer  x                     Non-accelerated filer  ¨

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

Yes  x    No  ¨

As of September 30, 2009 there were 41,176,471 shares of common stock, par value $.0001 per share, issued and outstanding.

BPW ACQUISITION CORP.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

INDEX

	Pages
PART I. – FINANCIAL INFORMATION	1
ITEM 1. Financial Statements	1
CONDENSED BALANCE SHEETS	1
CONDENSED STATEMENTS OF OPERATIONS	2
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY	3
CONDENSED STATEMENTS OF CASH FLOWS	4
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS	5
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4. Controls and Procedures	13
PART II. – OTHER INFORMATION	14
ITEM 1. Legal Proceedings	14
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
ITEM 3. Defaults Upon Senior Securities	15
ITEM 4. Submission of Matters to a Vote of Security Holders	15
ITEM 5. Other Information	15
ITEM 6. Exhibits	15

i

PART I. – FINANCIAL INFORMATION

ITEM 1. Financial Statements.

BPW ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS

	September 30, 2009 (Unaudited)		December 31, 2008
ASSETS
Current assets
Cash and cash equivalents	$	78,826	$	31,848
Prepaid expenses		111,810		93,810
Total current assets		190,636		125,658
Other assets
Investment in Trust Account		349,898,760		350,530,373
Deferred income taxes		196,000		113,000
Total other assets		350,094,760		350,643,373
	$	350,285,396	$	350,769,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	158,721	$	216,636
Income taxes payable				246,650
Total current liabilities		158,721		463,286
Long-term liabilities, Deferred underwriters’ fee		10,010,000		10,010,000
Common stock subject to possible redemption, 12,249,999 shares at redemption value, $9.96 per share		122,009,990		122,009,990
Commitments and Contingencies
Stockholders’ equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued		—		—
Common stock, $.0001 par value, authorized 200,000,000 shares; 41,176,471 shares issued and outstanding, respectively		4,118		4,118
Additional paid-in capital		216,351,823		216,351,823
Retained earnings		1,750,744		1,929,814
Total stockholders’ equity		218,106,685		218,285,755
	$	350,285,396	$	350,769,031

See accompanying notes to condensed interim financial statements.

1

BPW ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						For the Period October 12, 2007 (inception) to September 30,
	2009			2008			2009			2008			2009
Revenue	$	—		$	—		$	—		$	—		$	—
Formation and operating costs		228,809			135,183			602,541			369,063			1,073,121
Loss from operations		(228,809	)		(135,183	)		(602,541	)		(369,063	)		(1,073,121	)
Interest and dividend income		144,943			1,245,771			329,221			3,012,794			3,723,715
Net income (loss) before provision for income taxes (benefit)		(83,866	)		1,110,588			(273,320	)		2,643,731			2,650,594
Provision for income taxes (benefit)		(29,000	)		378,000			(94,250	)		899,450			899,850
Net income (loss) applicable to common stockholders	$	(54,866	)	$	732,588		$	(179,070	)	$	1,744,281		$	1,750,744
Weighted average number of common shares outstanding – excluding common shares subject to possible redemption:
Basic		28,926,472			28,926,472			28,926,472			24,728,272			25,288,264
Diluted		28,926,472			34,885,004			28,926,472			29,162,561			30,083,662
Income (loss) per common share – excluding common shares subject to possible redemption:
Basic	$	(0.00	)	$	0.03		$	(0.01	)	$	0.07		$	0.07
Diluted	$	(0.00	)	$	0.02		$	(0.01	)	$	0.06		$	0.06
Weighted average number of common shares subject to possible redemption		12,249,999			12,249,999			12,249,999			9,467,948			9,813,629
Income per common share for shares subject to possible redemption, basic and diluted	$	—		$	—		$	—		$	—		$	—

See accompanying notes to condensed interim financial statements.

2

BPW ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the period October 12, 2007 (inception) to September 30, 2009

	Common Stock					Additional Paid in			Retained Earnings (Deficit Accumulated during the Development			Total Stockholders’
	Shares		Amount			Capital			Stage)			Equity
Sale of Units issued to the Sponsors on October 31, 2007 at $0.0023 per Unit (each unit consists of one share of common stock and one warrant to purchase one share of common stock)	10,781,250		$	1,078		$	23,922		$	—		$	25,000
Net loss	—			—			—			(94	)		(94	)
Balances, at December 31, 2007	10,781,250			1,078			23,922			(94	)		24,906
Forfeiture of Units issued to the Sponsors on February 19, 2008 and February 26, 2008	(3,678,309	)		(368	)		368			—			—
Sale of Units issued in the public offering on March 3, 2008 at $10 per Unit (including 12,249,999 shares of common stock subject to possible redemption)	35,000,000			3,500			349,996,500			—			350,000,000
Proceeds from public offering subject to redemption (12,249,999 shares at redemption value)	—			—			(122,009,900	)		—			(122,009,900	)
Underwriter’s discount and offering costs related to the public offering (includes $10,010,000 payable upon a business combination)	—			—			(20,259,069	)		—			(20,259,069	)
Sale of 8,600,000 warrants at $1 per warrant on March 3, 2008 to the Sponsors	—			—			8,600,000			—			8,600,000
Forfeiture of Units issued to the Sponsors on March 27, 2008	(926,470	)		(92	)		92			—			—
Net income	—			—			—			1,929,908			1,929,908
Balances, at December 31, 2008	41,176,471			4,118			216,351,823			1,929,814			218,285,755
Net loss (unaudited)	—			—			—			(179,070	)		(179,070	)
Balances, at September 30, 2009 (unaudited)	41,176,471		$	4,118		$	216,351,823		$	1,750,744		$	218,106,685

See accompanying notes to condensed interim financial statements.

3

BPW ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,						For the Period October 12, 2007 (inception) to September 30,
	2009			2008			2009
Cash flows from operating activities
Net income (loss)	$	(179,070	)	$	1,744,281		$	1,750,744
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		(83,000	)		(84,000	)		(196,000	)
Increase (decrease) in cash attributable to change in operating assets and liabilities:
Prepaid expenses		(18,000	)		(114,261	)		(111,810	)
Accounts payable and accrued expenses		(57,915	)		265,240			158,721
Income taxes payable		(246,650	)		123,000			—
Net cash provided by (used in) operating activities		(584,635	)		1,934,260			1,601,655
Net cash used in investing activities
Change in investment held in Trust Account		631,613			(350,150,184	)		(349,898,760	)
Cash flows from financing activities
Proceeds from issuance of units to the Sponsors		—			—			25,000
Proceeds from notes payable, Sponsors		—			—			250,000
Payments of the notes payable, Sponsors		—			(250,000	)		(250,00	)
Proceeds from the issuance of warrants in private placement		—			8,600,000			8,600,000
Proceeds from the issuance of common stock in the initial public offering		—			350,000,000			350,000,000
Payment of offering costs		—			(10,172,205	)		(10,249,069	)
Net cash provided by financing activities		—			348,177,795			348,375,931
Net increase (decrease) in cash		46,978			(38,129	)		78,826
Cash, beginning of period		31,848			199,042			—
Cash, end of period	$	78,826		$	160,913		$	78,826
Supplemental disclosure of cash flow information, cash paid during the period for income taxes	$	299,000		$	860,000		$	1,159,000
Supplemental schedule of non-cash financing activities
Deferred underwriters’ fees	$	—		$	10,010,000		$	10,010,000

See accompanying notes to condensed interim financial statements.

4

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

(unaudited)

NOTE A — BASIS OF PRESENTATION

The accompanying condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of Article 10 of Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission (the “SEC”). 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. These statements should be read in conjunction with the more complete information and financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) are considered necessary for a fair presentation of interim results of the Company. Operating results for the interim period presented are not necessarily indicative of the results to be expected for any other interim period or for the full year.

NOTE B — NEW ACCOUNTING PRONOUNCEMENTS

Effective July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162. This statement modifies the U.S. GAAP hierarchy by establishing only two levels of U.S. GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accountants Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize U.S. GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. References made to FASB guidance throughout this document have been updated for the Codification.

In June 2009, the FASB issued guidance now codified as ASC Topic 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued (“subsequent events”). The adoption of ASC 855, was effective for interim and annual periods ending after September 15, 2009. In preparing the accompanying unaudited condensed interim financial statements, the Company has reviewed all known events that have occurred after September 30, 2009, and through the filing on November 9, 2009, for inclusion in the financial statements and footnotes.

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

NOTE C — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BPW Acquisition Corp. (a corporation in the development stage) (the “Company”) was incorporated in Delaware on October 12, 2007 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses (a “Business Combination”). The Company intends to focus on an acquisition or acquisitions in the financial services or business services industries. The Company has neither engaged in any operations nor generated operating revenue to date. The Company is considered to be in the development stage as defined in ASC Topic 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies.

The registration statement for the Company’s initial public offering (the “Offering”) (as described in Note D) was declared effective on February 26, 2008. The Company consummated the Offering on March 3, 2008 and simultaneously with such Offering, BNYH BPW Holdings LLC and Perella Weinberg Partners Acquisition LP (the “Sponsors”) purchased an aggregate of 8,600,000 warrants at $1.00 per warrant (the “Sponsors’ Warrants”) from the Company in private placements (the “Private Placements”).

5

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS—(Continued)

(unaudited)

The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) an operating business. Upon the closing of the Offering, approximately $348,650,000 (an amount equal to 99.6% of the proceeds received from the Offering) of the aggregate proceeds of the Offering and the Private Placements, including deferred underwriting discounts and commissions payable to the underwriters in the Offering only if the Company consummates a Business Combination, were placed in a trust account (“Trust Account”) until the earlier of (i) the consummation of the Company’s initial Business Combination or (ii) the distribution of the Trust Account as described below, other than any amounts released to public stockholders who exercise their conversion rights in connection with certain stockholders votes.

The Company, after signing a definitive agreement to effect a Business Combination with a target business, will submit such transaction for stockholder approval. In the event that 35% or more of the outstanding stock (excluding, for this purpose, those shares of common stock issued prior to the Offering), on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the time period within which it must complete its Business Combination, vote against the Business Combination and elect to exercise their conversion rights, the Business Combination will not be consummated.

In the event an extension period or a Business Combination is consummated, public stockholders who exercised their conversion rights and voted against an extension period or a Business Combination, as applicable, will be entitled to convert their stock for a pro rata share of the aggregate amount of cash then on deposit in the Trust Account, including their pro rata portion of the deferred underwriting discount and any interest earned on the Trust Account, net of income taxes payable on the interest income on the Trust Account and net of any interest income of up to $4,000,000 released to the Company for working capital requirements. However, voting against an extension period or the Business Combination alone will not result in an election to exercise a stockholder’s conversion rights.

All of the Company’s stockholders prior to the Offering have agreed to vote all of the shares of common stock held by them prior to the Offering (i) in the same manner as the majority of the votes cast by the public stockholders at a duly held stockholders meeting (a) in connection with the vote required to approve an initial Business Combination and (b) in connection with the vote required to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the Company’s corporate existence to up to 30 months from the consummation of the Offering in the event the Company has entered into a definitive agreement for, but has not yet consummated, an initial Business Combination, and (ii) in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence in connection with a vote to approve an initial Business Combination. In addition, all of the Company’s stockholders prior to the Offering and the Company’s directors and officers have agreed that they will vote any shares of common stock they purchase in the open market in, or after, the Offering, including those shares purchased pursuant to the limit orders (as described below under Note E), in favor of an initial Business Combination, in favor of an extension of the Company’s corporate existence to up to 30 months from the consummation of the Offering and in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence in connection with a vote to approve an initial Business Combination.

In the event that the Company does not consummate a Business Combination by February 26, 2010 (or August 26, 2010, if extended), the proceeds held in the Trust Account, including any interest earned and net of any income taxes payable on the interest income, will be distributed to the Company’s public stockholders, excluding the initial stockholders to the extent of their initial stock holdings prior to the consummation of the Offering.

NOTE D —OFFERING

On March 3, 2008, the Company consummated the sale of 35,000,000 units (“Units”) at $10.00 per unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“Warrants”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.50 commencing on the later of (i) February 26, 2009 or (ii) the completion of a Business Combination with a target business, and will expire February 26, 2014. The Warrants will be redeemable

6

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS—(Continued)

(unaudited)

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 $13.25 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. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of warrants during the exercise period, there will be no cash settlement of the warrants and the warrants will expire worthless.

The Company had granted the underwriters a 30-day option expiring on March 27, 2008 to purchase up to 5,250,000 additional Units to cover the over-allotment, if any. This option expired unexercised.

In connection with the Offering, the Company paid an underwriting discount of $9,100,000 (2.6% of the gross offering proceeds) to the underwriters at the closing of the Offering. An additional fee of $15,400,000 (4.4% of the gross offering proceeds) is payable upon the Company’s consummation of a Business Combination, reduced pro rata (up to $5,390,000) by the exercise of any conversion rights described in Note B. The underwriters will not be entitled to any interest accrued on the deferred discount which aggregates $10,010,000.

NOTE E — RELATED PARTY TRANSACTIONS

The Company issued two unsecured promissory notes to the Sponsors for aggregate proceeds of $250,000 on October 31, 2007. The notes are non-interest bearing and were payable on the earlier of October 31, 2008 or the consummation of the Offering. On March 3, 2008, the promissory notes were repaid in full.

On October 31, 2007, the Company issued 10,781,250 Units (“Founders’ Units”) for proceeds of $25,000 to the Sponsors. Subsequently, the Sponsors have returned to the Company an aggregate of 3,678,309 of such Founders’ Units, which, upon receipt, the Company cancelled. Up to an aggregate of 926,470 of the Founders’ Units were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part by the underwriters. On March 27, 2008, 926,470 of the Founders’ Units were returned to the Company and cancelled.

The Company has agreed to pay a monthly fee of $10,000 per month to an entity affiliated with one of the Sponsors, for office space and certain office and secretarial services. This agreement commences on the date of the Offering and shall continue through the earlier of a Business Combination or the liquidation of the Company. Approximately $90,000, $70,000 and $160,000 was payable under this agreement for the nine months period ended September 30, 2009 and 2008 and for the period October 12, 2007 (inception) through to September 30, 2009, respectively and at September 30, 2009, approximately $26,000 is owed under this agreement and is included in accounts payable and accrued expenses.

On March 3, 2008, prior to the Offering, the Sponsors purchased, in the Private Placements, 8,600,000 Sponsors’ Warrants at $1.00 per warrant simultaneously with the consummation of the Offering, but not as part of the Offering. The aggregate proceeds of the Private Placements of $8,600,000 are held in the Trust Account described in Note D above. The Sponsors’ Warrants are identical to the Warrants underlying the Units sold in the Offering except that (i) the Sponsors have agreed that they will not sell or otherwise transfer the warrants until the Company consummates a Business Combination, (ii) they may be exercised on a cashless basis at the option of the holder and (iii) are not redeemable as long as they are held by the Sponsors or their affiliates. If the Company does not complete a Business Combination, then the $8,600,000 of proceeds will be part of the liquidating distribution to the public stockholders and the Sponsors’ Warrants will expire worthless.

The Company’s Board of Directors approved an amendment to modify the terms of the warrants granted to the Sponsors’ as part of the Founders’ Units (the “Founders’ Warrants”) whereby (i) the exercise price of the Founders’ Warrants was increased from $7.50 to $10.00, (ii) the expiration date of the Founders’ Warrants was extended to six years from the date of the final prospectus relating to the Offering and (iii) the last sale price that triggers when the warrants become exercisable was changed to $12.25 per share for the Founders’ Warrants.

The Sponsors transferred at cost an aggregate of 150,000 Founders’ Units to Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (the “Directors” and together with the Sponsors, the “Founders”), each of whom agreed to serve on the Board of Directors of the Company upon the closing of the Offering. In addition, the Directors have purchased from the Sponsors an aggregate of 120,927 Founders’ Units prior to the Offering and have also purchased from the Sponsors an aggregate of 149,571 Sponsors’ Warrants immediately following the consummation of the Offering for an aggregate purchase price of $150,000. On March 27, 2008, the Directors returned an aggregate of 16,116 Founders’ Units and therefore currently hold an aggregate of 254,811 Founders’ Units.

7

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS—(Continued)

(unaudited)

The holders of the Founders’ Units, as well as the holders of the Sponsors’ Warrants (and underlying securities), are entitled to registration rights pursuant to an agreement signed on February 26, 2008. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. In addition, these stockholders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The registration rights agreement provides that, in certain instances, the holders (and affiliates and other permitted transferees) of a majority of these securities may require the Company to register these securities held by them on a registration statement filed under the Securities Act, provided that no sales will be allowed to be made pursuant to such registration statement until termination of the applicable lock-up period for the securities being registered, even if such registration statement has already been declared effective, and provided further that with respect to the Founders’ Warrants, such warrants must also have become exercisable. The Company will bear the expenses incurred in connection with filing any such registration statement.

The holders of the warrants will not be able to exercise those warrants unless the Company has an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available. Although the shares of common stock issuable pursuant to the Founders’ Warrants and Sponsors’ Warrants may or may not be issued pursuant to a registration statement, the warrant agreement provides that so long as they are held by our Founders or Sponsors, or their affiliates or other permitted transferees, the Founders’ Warrants and Sponsors’ Warrants may not be exercised unless a registration statement relating to the common stock issuable upon exercise of the warrants purchased in the Offering is effective and a related current prospectus is available.

The Sponsors have entered into agreements with Citigroup Global Markets Inc. in accordance with the guidelines of Rule
10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which they have placed limit orders for an aggregate of up to $25,000,000 of the Company’s common stock, commencing on the later of (i) the day after the Company files a preliminary proxy statement relating to the Company’s initial Business Combination and (ii) 60 days after termination of the “restricted period” in connection with the Offering under Regulation M of the Exchange Act and ending on the business day immediately preceding the record date for the meeting of stockholders at which such Business Combination is to be approved, or earlier in certain circumstances (“Buyback Period”). Brooklyn NY Holdings LLC and Perella Weinberg Partners Group LP have agreed to contribute to the capital of BNYH BPW Holdings LLC and Perella Weinberg Partners Acquisition LP, respectively, sufficient funds for them to meet their respective obligations under these limit order agreements. These limit orders will require the Sponsors to purchase the Company’s common stock offered for sale (and not purchased by another investor) at or below a price equal to the per share amount held in the Trust Account, until the earlier of the expiration of the Buyback Period or until such purchases reach $25,000,000 in total.

The Sponsors will participate in any liquidation distributions with respect to any shares of common stock purchased by them following consummation of the Offering, including shares purchased pursuant to such limit orders, in the event the Company fails to complete an initial Business Combination. In addition, the Sponsors have agreed that they will not sell or transfer any shares of common stock purchased by them pursuant to these agreements until 180 days after the Company has completed an initial Business Combination, and will vote all such shares (i) in favor of the Company’s initial Business Combination, (ii) in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the Company’s corporate existence to up to 30 months from the date of this prospectus in the event the Company has entered into a definitive agreement for, but has not yet consummated, the Company’s initial Business Combination, and (iii) in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence in connection with a vote to approve the Company’s initial Business Combination.

In March 2009, the Company entered into an agreement for consulting services with Douglas McGovern. Services under this agreement require monthly payments of up to $13,500 (and Mr. McGovern is entitled to a bonus upon completion of an initial business combination) and extends through the earlier of February 26, 2010 (or August 26, 2010, if extended) or completion of a business combination. Mr. McGovern was formerly an employee of Brooklyn NY Holdings LLC. Approximately $101,000 was incurred under this agreement through September 30, 2009.

8

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS—(Continued)

(unaudited)

NOTE F — TRUST ACCOUNT

A total of $348,650,000, which includes $324,650,000 of the net proceeds from the Offering, $8,600,000 from the sale of Sponsors’ Warrants (see Notes D and E) and $15,400,000 of deferred underwriting discounts and commissions, has been placed in the Trust Account. During the quarter ended September 30, 2009, the Company’s investment in U.S. Treasury securities matured and subsequent to September 30, 2009, the balance in the Trust Account was re-invested in the “Dreyfus Treasury Prime Cash Management” money market fund, a fund which invests exclusively in U.S. Treasury securities.

The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

Through September 30, 2009, the Company transferred approximately $2,470,000 from the Trust Account including approximately $1,159,000 for payment of income taxes and approximately $1,311,000 for use in working capital.

NOTE G — REDEEMABLE COMMON STOCK

As discussed in Note C, the Company is required to obtain shareholder approval for any Business Combination of a target business. In the event that 35% or more of the outstanding stock (excluding, for this purpose, those shares of common stock issued prior to the Offering), on a cumulative basis, including the shares as to which conversion rights were exercised in connection with the stockholder vote, if any, required to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the time period within which it must complete its Business Combination both vote against the Business Combination and elect to exercise their conversion rights, the Business Combination will not be consummated. The Company can still effect a Business Combination if the public shareholders owning up to approximately 35% (minus one share) of the common stock sold in the Offering exercise their conversion rights.

This conversion obligation with respect to up to 35% (minus one share) of the shares of common stock sold in the Offering will exist regardless of how a Business Combination is structured. That is, the Company would be required to redeem up to an amount equal to the product of approximately 35% (minus one share) of the 35,000,000 shares of common stock sold in the Offering (or 12,249,999 shares of common stock) multiplied by an initial cash per-share redemption price of $9.96. The actual per-share redemption price will be equal to the quotient of the amount in the Trust Account plus all accrued interest not previously released to the Company, as of two business days prior to the proposed consummation of the Business Combination, divided by 35,000,000 shares of common stock.

Accordingly, under the provision of ASC 480, Classification and Measurement of Redeemable Securities, the Company has classified 35% (minus one share) of the net proceeds from the Offering, or $122,009,990, outside permanent equity as of September 30, 2009.

NOTE H — EARNINGS PER SHARE

The Company complies with the accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Basic earnings per common share for all periods is computed by dividing the earnings applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding in the money warrants and the proceeds thereof were used to purchase common shares at the average market price during the period.

The Company’s statement of operations includes a presentation of earning per share for common stock subject to possible redemption in a manner similar to the two-class method of earnings per share. Basic and diluted earnings per common share for the maximum number of shares subject to possible redemption is calculated by dividing the net interest income attributable to common shares subject to redemption ($0 for the three and nine months ended September 30, 2009) by the weighted average number of shares subject to possible redemption. Basic and diluted earnings per common share for the 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.

9

BPW ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS—(Continued)

(unaudited)

At September 30, 2009, the Company had outstanding warrants to purchase 49,652,948 shares of common stock. For all the period presented, the weighed average of 6,176,471 shares underlying Founders’ Units were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. The Company uses the treasury stock method to calculate potentially dilutive shares, as if they were converted into common stock at the beginning of the period. For the three and nine months ended September 30, 2009, the weighted average of 31,350,000 warrants convertible into common stock have been excluded from the calculation as their reduction would have been anti-dilutive as the Company incurred a loss for the respective periods. For the three and nine months ended September 30, 2009 and the period October 12, 2007 (inception) to September 30, 2009 dilutive securities include warrants of 5,958,532, 4,434,289 and 4,795,398, respectively, that represent incremental common shares, based on their assumed conversion, to be included in the weighted average number of common shares for the calculation of diluted income per common share. In addition, for all periods presented, the weighted average of 6,176,471 warrants underlying the Founder’s Units were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

NOTE I — INCOME TAXES

The Company complies with ASC 740, “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.

The Company also complies with the provisions of the ASC 740 regarding accounting for uncertainty in income taxes. ASC 740 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. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Company adopted ASC 740 on the inception date, October 12, 2007. The Company did not recognize any adjustments for uncertain tax positions during the nine months ended September 30, 2009.

The current and deferred components of taxes are comprised of the following for the three and nine months ended September 30, 2009 and 2008 and for period of October 12, 2007 (inception) to September 30, 2009 (unaudited) are approximately:

	Three months ended September 30,						Nine months ended September 30,					October 12, 2007 (inception) to September 30,
	2009			2008			2009		2008			2009
Current tax provision (benefit)	$	—		$	410,000		($12,000	)	$	983,000		$	1,096,000
Deferred tax provision (benefit)		(29,000	)		(32,000	)	(82,000	)		(84,000	)		(196,000	)
Provision (benefit) for income taxes		($29,000	)	$	378,000		($94,000	)	$	899,000		$	900,000

The Company has not yet begun its trade or business for U. S. tax reporting purposes. Accordingly, it could not yet recognize losses for start-up expenditures. As a result, a deferred tax asset was established for these start-up expenditures. The difference between the federal statutory rate and the effective tax rate relates to state income taxes net of federal benefit and exemptions from federal surtax levels.

10

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

The following discussion should be read in conjunction with our condensed Financial Statements and notes thereto contained in this report.

Forward Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview and Initial Public Offering

We are a blank check company, formed on October 12, 2007, to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses in the financial services or business services industries. We intend to effect this Business Combination using cash from the proceeds of our recently completed Offering and the Private Placements of the Sponsors’ Warrants, our capital stock, debt or a combination of cash, stock and debt.

The registration statement for the Offering was declared effective on February 26, 2008 (the “Effective Date”). We consummated the Offering on March 3, 2008 and received gross proceeds of $350,000,000 from the Offering and $8,600,000 from the sale of the Sponsors’ Warrants. We sold 35,000,000 Units at the offering price of $10.00 per Unit. Each Unit consists of one share of our common stock and one Warrant. Each Warrant entitles the holder to purchase from us one share of common stock at an exercise price of $7.50 commencing the later of the completion of a Business Combination or one year from the Effective Date and expiring six years from the Effective Date. We may redeem the Warrants, at a price of $0.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $13.25 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the notice of redemption is given. In accordance with the warrant agreement relating to the Warrants, we are only required to use our best efforts to maintain the effectiveness of the registration statement covering the Warrants. We will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will we be required to net cash settle the warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed.

Pursuant to an Amended and Restated Sponsors’ Warrants Subscription Agreement dated February 19, 2008, our Sponsors have purchased from us, in the aggregate, 8,600,000 Sponsors’ Warrants for $8,600,000. The purchase and issuance of the Sponsors’ Warrants occurred simultaneously with the consummation of the Offering on a private placement basis. All of the proceeds we received from these purchases were placed in the Trust Account. The Sponsors’ Warrants are identical to the Warrants included in the Units sold in the Offering, except that (i) the Sponsors’ Warrants will not be transferable or salable (except to permitted transferees) until we complete our initial Business Combination, (ii) they are exercisable at the discretion of the holder for cash or on a cashless basis and (iii) are non-redeemable by us so long as they are held by the Sponsors or their permitted transferees. If we do not complete a Business Combination then the $8,600,000 paid in consideration for the Sponsors’ Warrants will be part of the liquidating distribution to our public stockholders, and the Sponsors’ Warrants will expire worthless.

We entered into an Underwriting Agreement with the underwriters of the Offering. The Underwriting Agreement required us to pay 2.6% of the gross proceeds of the Offering as an underwriting discount plus an additional 4.4% of the gross proceeds only upon consummation of a Business Combination. We paid an underwriting discount of 2.6% of the gross proceeds ($9,100,000) in connection with the consummation of the Offering and have placed 4.4% of the gross proceeds ($15,400,000) in the Trust Account. We did not pay any discount related to the Sponsors’ Warrants sold in the Private Placements. The underwriters have waived their right to receive payment of the 4.4% of the gross proceeds upon our liquidation if we are unable to complete a Business Combination.

11

We intend to utilize cash derived from the Offering, our capital stock, debt or combination of cash, capital stock and debt, to effect a Business Combination.

Results of Operations and Known Trends or Future Events

For the three months ended September 30, 2009, for the nine months ended September 30, 2009 and for the period from October 12, 2007 (inception) to September 30, 2009, we had net income (loss) of $(54,866), $(179,070) and $1,750,744, respectively. Our income was all derived from interest and dividends on the net proceeds of the Offering. We incurred $228,809, $602,541 and $1,073,121 in formation and operating costs during the three months ended September 30, 2009, for the nine months ended September 30, 2009 and for the period from October 12, 2007 (inception) to September 30, 2009, respectively.

All activity from October 12, 2007 (inception) through March 3, 2008 relates to our formation and the Offering described above. Since March 4, 2008, we have been searching for a target company to acquire. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business within the required 24 months (or up to 30 months if our stockholders approve an extension period) the from the date of the Offering.

Liquidity and Capital Resources

As of September 30, 2009, we had cash of and cash equivalents held in the Trust Account of $349,898,760. Until the Offering, as described above, our only source of liquidity was the proceeds from the initial private sale of our Founders’ Units and the promissory notes made by our Sponsors. As of September 30, 2009, we had repaid these promissory notes. Since the Offering, our only source of funding has been from the interest and dividends earned on our cash accounts. As of September 30, 2009, we have withdrawn $2,470,000 of the interest and dividends earned on the funds held in our Trust Account of which $1,159,000 was for the payment of income taxes and $1,311,000 was released for working capital requirements. Pursuant to the terms of our trust agreement governing our Trust Account, we are entitled to use up to $4,000,000 of the earnings (subject to restrictions for monies needed to pay income tax liabilities) for working capital, provided, however, that the aggregate amount of all such distributions for working capital and income tax payments shall not exceed the total earnings. Therefore, up to $2,689,000 is still to be remitted, for working capital purposes, to our operating account which had a balance of $78,826 as of September 30, 2009. Our liabilities are all related to accrued expenses and costs associated with operating as a public company and searching for an acquisition target. We believe our working capital will continue to be sufficient to fund our operations until a target is acquired.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than a monthly fee of $10,000 for office space and certain office and secretarial services payable to Perella Weinberg Partners Group LP, an affiliate of one of our Sponsors. We began incurring this fee on February 26, 2008 and will continue to incur this fee monthly until the completion of our initial Business Combination or our liquidation.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

As of September 30, 2009, our efforts were limited to organizational activities, activities relating to the Offering and activities involving searching for an acquisition target; we had neither engaged in any income producing operations nor generated any revenues other than the interest earned on the proceeds of the Offering.

12

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. $348,650,000 of the net Offering proceeds (which includes $15.4 million of the proceeds attributable to the underwriters’ deferred discount from the Offering) has been placed in a Trust Account maintained by Mellon Bank, N.A., as account agent. As of September 30, 2009, the balance of the Trust Account was $349,898,760 which includes $3,723,715 of interest and dividends earned since the inception of the Trust Account, net of allowable disbursements. The proceeds of the Offering held in trust have only been invested in U.S. “government securities” defined as any Treasury Bill issued by the United States having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 that only invest in such “government securities” having a maturity of 180 days or less. The proceeds held in trust were invested in the “Dreyfus Treasury Prime Cash Management” money market fund, a fund which invests exclusively in U.S. Treasury securities. On April 15, 2009, we redeemed our holdings in the “Dreyfus Treasury Prime Cash Management” money market fund and immediately re-invested the proceeds of such redemption directly in U.S. Treasury securities with maturities of 180 days or less. The U.S. Treasury securities matured on September 30, 2009 and the proceeds were re-invested in the “Dreyfus Treasury Prime Cash Management” money market fund. Thus, we are currently subject to market risk primarily through the effect of changes in interest rates on short-term government securities and other highly rated money-market instruments. We do not believe that the effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices currently pose significant market risk for us.

We have not engaged in any hedging activities since our inception. We do not currently expect to engage in any hedging activities.

ITEM 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. Based upon their evaluation, they concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during the most recently completed fiscal quarter.

13

PART II. – OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our Annual Report on Form 10-K dated March 30, 2009 filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of September 30, 2009, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K dated March 30, 2009 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

On October 31, 2007, we issued an aggregate of 10,781,250 Founders’ Units to our Sponsors for $25,000 in cash, at a purchase price of $0.002 per Founders’ Unit. Such issuance was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, accredited, wealthy individuals and entities. On November 14, 2007, the Sponsors committed to purchase 7,000,000 Sponsors’ Warrants at a purchase price of $1.00 per Sponsors’ Warrant in a private placement simultaneously with the Offering. On November 16, 2007, the Sponsors transferred at cost an aggregate of 377,001 of these Founders’ Units and committed to transfer at cost an aggregate of 149,466 Sponsors’ Warrants to the Directors. On February 19, 2008, the Directors returned an aggregate of 97,251 Founders’ Units to the Sponsors, and the Sponsors returned an aggregate of 3,170,956 Founders’ Units to us which we have cancelled. Also on February 19, 2008, the Sponsors committed to purchase an additional 1,600,000 Sponsors’ Warrants (for a total of 8,600,000 Sponsors’ Warrants) from us simultaneously with the Offering and the Sponsors committed to transfer an additional 105 Sponsors’ Warrants (for a total of 149,571 Sponsors’ Warrants) to the Directors. On February 26, 2008, the Directors returned an aggregate of an additional 8,823 Founders’ Units to the Sponsors, and the Sponsors returned an aggregate of an additional 507,353 Founders’ Units to us which we have cancelled.

The Founders’ Units included an aggregate of 926,470 units subject to forfeiture by these stockholders to the extent that the underwriters’ over-allotment is not exercised in full so that they collectively own 15% of the issued and outstanding shares of common stock after the Offering. As the underwriters did not exercise their over-allotment option, these units were forfeited on March 27, 2008. The Founders’ Units consist of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $10.00 per share. The Founders’ Warrants will become exercisable on the later of February 26, 2009 or our consummation of a Business Combination, in each case, if an only when (x) the last sales price of our common stock equals or exceeds $12.25 per share for any 20 trading days within any 30-trading day period beginning 90 days after the Business Combination and (y) there is an effective registration statement covering the shares of common stock issuable upon exercise of the Founders’ Warrants. The Founders’ Warrants will expire on February 26, 2014. The Founders’ Units may not be sold or transferred until one year after the consummation of our Business Combination.

On March 3, 2008, we closed our initial public offering of 35,000,000 units, with each unit consisting of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $7.50 per share. The warrants will become exercisable on the later of February 26, 2009 or our consummation of a Business Combination and will expire on February 26, 2014. The units from the Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $350,000,000. Citigroup Global Markets Inc., acted as sole bookrunning manager and representative of UBS Securities LLC, Piper Jaffray & Co., Sandler O’Neill & Partners, L.P., Ladenburg Thalmann & Co. Inc., Maxim Group LLC and I-Bankers Securities, Inc. (together, the “Underwriters”). The securities sold in the Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-147439). The SEC declared the registration statement effective on February 26, 2008.

We incurred a total of $9,100,000 in underwriting discounts and commissions and $1,068,881 for other costs and expenses related to the Offering.

14

We also consummated the simultaneous private sale of 8,600,000 Sponsors’ Warrants at a price of $1.00 per warrant (for an aggregate purchase price of $8,600,000), exercisable for one share of our common stock at a price of $7.50 per share . The Sponsors’ Warrants were purchased by the Sponsors and the issuances were made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. The Sponsors’ Warrants will become exercisable on the later of February 26, 2009 or our consummation of a Business Combination and will expire on February 26, 2014. The Sponsors’ Warrants may not be sold or transferred until we consummate a Business Combination.

For a description of the use of proceeds generated in the Offering, see Part I, Item 2 of this Form 10-Q.

No purchases have been made by or on behalf of us or any “affiliated purchaser” during the quarter ended September 30, 2009.

ITEM 3. Defaults Upon Senior Securities.

None.

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

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

(a) Exhibits:

3.1 –	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
3.2 –	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on January 23, 2008)
4.1 –	Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
4.2 –	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on January 23, 2008)
4.3 –	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
4.4 –	Warrant Agreement, dated as of February 26, 2008, by and between the Company and Mellon Investor Services, LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
4.5 –	Registration Rights Agreement, dated as of February 26, 2008, by and among the Company, Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.1 –	Letter Agreement, dated as of February 26, 2008, by and among the Company, Citigroup Global Markets, Inc., Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)

15

10.2   –	Letter Agreement, dated as of February 26, 2008, by and among the Company, Citigroup Global Markets, Inc., and each officer and director (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.3   –	Trust Account Agreement, dated as of February 26, 2008, by and between the Company and Mellon Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.4   –	Amended and Restated Sponsors’ Warrant Subscription Agreement, dated as of February 19, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.6 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
10.5   –	Amended and Restated Initial Unit Subscription Agreement, dated as of February 19, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.8 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
10.6   –	Letter Agreement, dated as of February 26, 2008, by and between the Company and Perella Weinberg Partners Group LP regarding administrative support (incorporated by reference to Exhibit 10.9 to Amendment No. 5 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 14, 2008)
10.7   –	Rule 10b5-1 Stock Purchase Plan, dated as of January 14, 2008, by and among the Company, Citigroup Global Markets Inc. and Perella Weinberg Partners Acquisition LP (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 6, 2008)
10.8   –	Rule 10b5-1 Stock Purchase Plan, dated as of January 14, 2008, by and among the Company, Citigroup Global Markets Inc. and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 6, 2008)
10.9   –	Right of First Review Agreement, dated as of February 26, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 14, 2008)
10.10 –	Amended and Restated Securities Purchase Agreement, dated as of February 19, 2008, by and among Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
10.11 –	Amended and Restated Securities Assignment Agreement, dated as of February 19, 2008, by and among Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
31.1   –	Section 302 Certification by Chief Executive Officer*

16

31.2 –	Section 302 Certification by Principal Financial Officer*
32.1 –	Section 906 Certification by Chief Executive Officer*
32.2 –	Section 906 Certification by Principal Financial Officer*

* Filed herewith

17

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

BPW ACQUISITION CORP.

Dated: November 9, 2009	By:	/s/    GARY S. BARANCIK
		Gary S. Barancik Chief Executive Officer (Principal Executive Officer)
	By:	/s/    RICHARD J. JENSEN
		Richard J. Jensen Senior Vice President and Secretary (Principal Financial and Accounting Officer)

EXHIBIT INDEX

No.	Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on January 23, 2008)
4.1	Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
4.2	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on January 23, 2008)
4.3	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
4.4	Warrant Agreement, dated as of February 26, 2008, by and between the Company and Mellon Investor Services, LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
4.5	Registration Rights Agreement, dated as of February 26, 2008, by and among the Company, Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.1	Letter Agreement, dated as of February 26, 2008, by and among the Company, Citigroup Global Markets, Inc., Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.2	Letter Agreement, dated as of February 26, 2008, by and among the Company, Citigroup Global Markets, Inc., and each officer and director (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.3	Trust Account Agreement, dated as of February 26, 2008, by and between the Company and Mellon Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, File No. 001-33979, filed by the Company with the Securities and Exchange Commission on March 7, 2008)
10.4	Amended and Restated Sponsors’ Warrant Subscription Agreement, dated as of February 19, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.6 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
10.5	Amended and Restated Initial Unit Subscription Agreement, dated as of February 19, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.8 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)

10.6	Letter Agreement, dated as of February 26, 2008, by and between the Company and Perella Weinberg Partners Group LP regarding administrative support (incorporated by reference to Exhibit 10.9 to Amendment No. 5 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 14, 2008)
10.7	Rule 10b5-1 Stock Purchase Plan, dated as of January 14, 2008, by and among the Company, Citigroup Global Markets Inc. and Perella Weinberg Partners Acquisition LP (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 6, 2008)
10.8	Rule 10b5-1 Stock Purchase Plan, dated as of January 14, 2008, by and among the Company, Citigroup Global Markets Inc. and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 6, 2008)
10.9	Right of First Review Agreement, dated as of February 26, 2008, by and among the Company, Perella Weinberg Acquisition LP and BNYH BPW Holdings LLC (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 14, 2008)
10.10	Amended and Restated Securities Purchase Agreement, dated as of February 19, 2008, by and among Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
10.11	Amended and Restated Securities Assignment Agreement, dated as of February 19, 2008, by and among Perella Weinberg Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Form S-1, File No. 333-147439, filed by the Company with the Securities and Exchange Commission on February 19, 2008)
31.1	Section 302 Certification by Chief Executive Officer*
31.2	Section 302 Certification by Principal Financial Officer*
32.1	Section 906 Certification by Chief Executive Officer*
32.2	Section 906 Certification by Principal Financial Officer*

* Filed herewith