Navios Maritime Acquisition CORP (Form: F-1, Received: 06/17/2008 15:12:30)

Terms of Our Offering

Terms Under a Rule 419 Offering

Exercise of the warrants

The warrants cannot be exercised until the later of the consummation of a business combination and one year from the date of the completion of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed.

The warrants could be exercised prior to the consummation of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor

We will give our shareholders the opportunity to vote on the business combination. In connection with seeking shareholder approval, we will send each shareholder a proxy statement that will include, among other matters, a description of the operations of the target business. A shareholder following the procedures described in this prospectus is given the right to convert their shares for their pro rata share of the trust account. However, a shareholder who does not follow these procedures or a shareholder who does not take any action would not be entitled to the return of any funds. If a majority of the shares of common stock voted by the public shareholders are not voted in favor of a proposed initial business combination but 24 months has not yet passed since the completion of this offering, we may seek other target businesses with which to effect our initial business combination that meet the criteria set forth in this prospectus. If at the end of such 24-month period (or up to 36-month period if the extended period is approved by the public shareholders), we have not obtained shareholder approval for an alternate initial business combination, we will liquidate and distribute the proceeds of the trust account, including accrued interest net of income taxes on such interest, after distribution to us of interest income on the trust account balance as described in this prospectus

A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether they elect to remain a stockholder of the company or require the return of their investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

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As filed with the Securities and Exchange Commission on June 17, 2008

File No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NAVIOS MARITIME ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Republic of the Marshall Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Angeliki Frangou
Chairman and Chief Executive Officer
85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Kenneth R. Koch, Esq. Jeffrey P. Schultz, Esq. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017 (212) 935-3000 (212) 983-3115 – Facsimile			Stuart H. Gelfond, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 (212) 859-8000 (212) 859-4000 – Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement .

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount Being Registered		Proposed Maximum Offering Price Per Security ⁽¹⁾			Proposed Maximum Aggregate Offering Price ⁽¹⁾			Amount of Registration Fee
Units, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant ⁽²⁾		25,300,000		$	10.00		$	253,000,000		$	9,942.90
Shares of Common Stock included as part of the Units ⁽²⁾		25,300,000			—			—			—	⁽³ ⁾
Warrants included as part of the Units ⁽²⁾		25,300,000			—			—			—	⁽³ ⁾
Total		—					$	253,000,000		$	9,942.90

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 3,300,000 units, consisting of 3,300,000 shares of common stock and 3,300,000 warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.

(3)	No fee required pursuant to Rule 457(g).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 17, 2008
Preliminary Prospectus

$220,000,000

NAVIOS MARITIME ACQUISITION CORPORATION

22,000,000 units

Navios Maritime Acquisition Corporation is a newly organized blank check company formed under the laws of the Marshall Islands for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector. To date, our efforts have been limited to organizational activities as well as activities related to this offering. If we fail to sign a definitive agreement within 24 months of the completion of this offering (or up to 36 months following the completion of this offering if our shareholders approve such extension, which we refer to throughout this prospectus as the ‘‘extended period’’), we will liquidate and distribute the proceeds held in the trust account described below to our public shareholders. We do not have any specific initial business combination under consideration. We have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. We are offering 22,000,000 units. Each unit has an offering price of $10.00 and consists of:


	•	one share of our common stock; and


	•	one warrant.

Each warrant entitles the holder to purchase one share of our common stock at a price of $7.00. Each warrant will become exercisable on the later of our consummation of a business combination or one year from the date of this prospectus, and will expire five years from the date of this prospectus, or earlier upon redemption.

Navios Maritime Holdings, Inc. (NYSE:NM), or Navios Holdings, has committed to purchase from us 7,600,000 warrants at $1.00 per warrant (for a total purchase price of $7,600,000). This purchase will take place in a private placement that will occur simultaneously with the completion of this offering. All of the proceeds we receive from the private placement will be placed in the trust account described below. These ‘‘sponsor warrants’’ to be purchased by Navios Holdings will be identical to the warrants underlying the units being offered by this prospectus except that the sponsor warrants (i) will be subject to certain transfer restrictions until after the consummation of our initial business combination, (ii) may be exercised on a cashless basis, while the warrants included in the units sold in this offering cannot be exercised on a cashless basis, and (iii) will not be redeemable by us so long as they are held by Navios Maritime Holdings, Inc. or its permitted transferees. Navios Holdings has agreed that the sponsor warrants will not be transferable or salable, except to another entity controlled by Navios Holdings, until after we consummate a business combination.

We have also granted the underwriters a 30-day option to purchase up to 3,300,000 additional units to cover over-allotments, if any (over and above the 22,000,000 units referred to above). The over-allotment option will be used only to cover a syndicate short position resulting from the initial distribution.

There is presently no public market for our units, common stock or warrants. We anticipate that the units will be listed on the New York Stock Exchange under the symbol ‘‘ NNA.U ’’ on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our filing a Form 6-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we anticipate that the common stock and warrants will be traded on the New York Stock Exchange under the symbols ‘‘ NNA ’’ and ‘‘ NNA WS ’’, respectively. We cannot assure you that our securities will be or continue to be listed on the New York Stock Exchange.

Investing in our securities involves risks. See ‘‘Risk Factors’’ beginning on page 32 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Unit			Total Proceeds
Public offering price		$	10.00		$	220,000,000
Underwriting discounts and commission ⁽¹⁾		$	0.70			15,400,000
Total		$	9.30			204,600,000

(1)	Includes deferred underwriting discounts and commissions of 3.5% of the gross proceeds, or $0.35 per unit ($7,700,000 in aggregate), payable to the underwriters only upon consummation of our initial business combination.

Of the proceeds we receive from this offering and the private placement as described in this prospectus, approximately $9.95 per unit, or $218,925,000 in the aggregate (approximately $9.91 per unit, or $250,770,000 if the underwriters’ over-allotment option is exercised in full), will be deposited into a dollar-denominated trust account at Marfin Popular Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee. The trust agreement will be governed by New York law. This amount includes (i) $7,700,000 in deferred underwriting discounts and commissions and fees (or $8,855,000, if the underwriters’ over-allotment option is exercised in full) and (ii) the $7,600,000 of proceeds from the private placement in which Navios Maritime Holdings, Inc. will purchase warrants to purchase 7,600,000 shares of our common stock. These funds will not be released from the trust account until the earlier of the consummation of our initial business combination or our liquidation as described in this prospectus.

We are offering the units for sale on a firm-commitment basis. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., acting as joint bookrunning managers of this offering, expect to deliver our securities to investors in the offering on or about , 2008.


JPMorgan			Deutsche Bank Securities

S. Goldman Advisors LLC

The date of this prospectus is , 2008

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

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					Page
ENFORCEABILITY OF CIVIL LIABILITIES					i
PROSPECTUS SUMMARY					1
SUMMARY FINANCIAL DATA					31
RISK FACTORS					32
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					58
USE OF PROCEEDS					59
DIVIDEND POLICY					62
CAPITALIZATION					63
DILUTION					64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					66
PROPOSED BUSINESS					70
MANAGEMENT					101
PRINCIPAL SHAREHOLDERS					108
CERTAIN TRANSACTIONS					111
DESCRIPTION OF SECURITIES					114
MARSHALL ISLANDS COMPANY CONSIDERATIONS					122
TAXATION					125
UNDERWRITING					135
LEGAL MATTERS					141
EXPERTS					141
WHERE YOU CAN FIND ADDITIONAL INFORMATION					141
INDEX TO FINANCIAL STATEMENTS					F-1

ENFORCEABILITY OF CIVIL LIABILITIES

Navios Maritime Acquisition Corporation is a Marshall Islands company and our executive offices are located outside of the United States in Piraeus, Greece. A majority of our directors and officers reside outside the United States. In addition, substantially all of our assets and the assets of our directors and officers are located outside of the United States. The proceeds of the trust account will be deposited at Marfin Popular Bank, which proceeds will be held in U.S. dollar denominated assets in an account in Cyprus. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.

Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

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PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information under ‘‘Risk Factors’’ and our financial statements and the related notes included in this prospectus, before investing. Unless otherwise stated in this prospectus:


	•	references to ‘‘we,’’ ‘‘us,’’ ‘‘our company,’’ or ‘‘Navios Acquisition’’ refer to Navios Maritime Acquisition Corporation;


	•	references to ‘‘our sponsor’’ or ‘‘Navios Holdings’’ refer to Navios Maritime Holdings, Inc.;


	•	references to the ‘‘management team’’ refer to Angeliki Frangou and Ted C. Petrone ;


	•	references to ‘‘Navios Partners’’ refer to Navios Maritime Partners L.P., an affiliate of our sponsor;


	•	references to ‘‘initial shareholders’’ refer to Navios Holdings and our officers and directors, who are all the holders of our sponsor units before completion of this offering;


	•	references to ‘‘private placement’’ means the purchase by Navios Maritime Holdings, Inc., in a private placement that will occur simultaneously with the completion of this offering, of 7,600,000 warrants, at a price of $1.00 per warrant;


	•	references to ‘‘public shareholders’’ means the holders of common stock, whether sold as part of the units in this offering or in the aftermarket, including our initial shareholders and their affiliates, to the extent that they purchase such common stock in this offering or in the aftermarket; and


	•	references to ‘‘sponsor units’’ refer to the 6,325,000 units previously acquired by our initial shareholders before the offering and the private placement for a purchase price of $25,000 (up to 825,000 of such units held by Navios Holdings are subject to mandatory forfeiture to the extent the underwriters do not fully exercise their over-allotment option );


	•	references to ‘‘sponsor warrants’’ refer to 7,600,000 warrants to purchase 7,600,000 shares of our common stock being purchased by Navios Maritime Holdings, Inc. in the private placement;


	•	references to our ‘‘co-investment shares’’ refer to up to $30,000,000 of shares of common stock that Angeliki Frangou or her affiliate may purchase from us at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC, immediately prior to the consummation of our business combination, to the extent such funds are not used to purchase shares of our common stock by Ms. Frangou or her affiliate pursuant to the limit orders described in this prospectus; and


	•	references to ‘‘target business’’ shall include one or more assets or operating businesses in the marine transportation and logistics industries.

In addition, unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

Proposed Business

General

We are a blank check company organized under the laws of the Republic of the Marshall Islands on March 14, 2008 by Navios Holdings. We were formed to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector.

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Business Strategy

We will seek to capitalize on the substantial investing and operating expertise of our management team. Our executive officers and directors have extensive experience in the international marine transportation and logistics industries. We intend to leverage this experience in connection with our efforts to identify a prospective target business.

We intend to focus primarily on a target business in the marine transportation and logistics industries outside of the drybulk shipping sector including without limitation, tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics sectors. We may acquire assets directly or indirectly through the purchase of businesses. We may also acquire service businesses, including companies that provide technical or commercial management or other services to one or more segments of the marine transportation and logistics industries.

We have identified the following general criteria that we believe are important in evaluating a prospective target business. We will use these criteria in evaluating acquisition opportunities, but we may decide to enter into a business combination with a target business that does not meet these criteria.


	•	Fundamentally strong business. We will seek to acquire a business that operates within a sector that has strong fundamentals, looking at factors such as growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. We will seek to acquire a fundamentally strong business that may have been mismanaged or undermanaged. For example, we will focus on businesses that have demonstrable advantages when compared to their competitors, which may help to protect profitability or deliver strong free cash flow under multiple market conditions.


	•	Potential for increased profitability or strong free cash flow generation. We will seek to acquire a business that has the potential to improve profitability significantly either through improvement to the balance sheet, improvement to operations, or via adding new management. We may also seek to acquire a business that has the potential to generate strong and stable free cash flow. We will focus on businesses that have known working capital and capital expenditure requirements. We may also seek to leverage this cash flow prudently to enhance shareholder value.


	•	Reduced expenses. We will search for a business with the potential to reduce operating expenses through, among other things, improved technical or commercial management, increased efficiencies from improved operations or asset mix, or via adoption of next generation technology.


	•	Expansion opportunities. We will search for a business with opportunities to expand its businesses into related areas by, among other things, making strategic acquisitions in new businesses or adopting innovative marketing practices, repositioning itself to attract new customers, and optimizing global expansion opportunities.

Competitive Strengths

We believe that we have the following competitive strengths:

Operating expertise

Our management team has over 50 years of experience owning, operating and growing successful businesses within the marine transportation and logistics industries. This experience includes all aspects of the business, including commercial and technical management, operations, engineering and finance. The management team’s experience also includes identifying acquisition targets and realizing value from assets and businesses in different business cycles and sectors within the marine transportation and logistics industries.

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We expect to leverage the significant operating expertise of our management team to identify, acquire and operate a business whose operations or balance sheet can be fundamentally improved and where there are opportunities for increased profitability. In addition, we believe that the experience of our management team may provide us with opportunities to recruit highly qualified executives.

While Navios Holdings does not have any contractual obligation to assist us in identifying a target business and completing a business combination, we may have access to certain resources of Navios Holdings, such as financial and accounting personnel, that may assist us in the process of evaluating potential acquisition targets. Due to the substantial investment in us by Navios Holdings, we would anticipate that such resources would be made available to us even though Navios Holdings is not obligated to provide such resources.

Brand Name

Navios Holdings’ business was established by the United States Steel Corporation in 1954, and we believe that it has built strong brand equity through over 50 years of working with raw materials producers, exporters, and industrial end-users. Navios Holdings’ long-standing presence in Asia has resulted in our management holding privileged relationships with many of the largest trading houses in Japan. We believe that the Navios brand name will provide us with a competitive advantage both in developing access to a target business and in operating any business ultimately acquired.

Track record

Another distinguishing feature that we believe provides a competitive advantage is the proven ability of our management to acquire and grow businesses. Angeliki Frangou, our Chairman and Chief Executive Officer, was also the Chairman and Chief Executive Officer of International Shipping Enterprises, Inc., or ISE, a blank check company that raised $196.65 million in December of 2004. In August of 2005, ISE acquired Navios Holdings for $607.5 million. Today, Navios Holdings is a global and vertically integrated seaborne shipping company focused on the transport and transshipment of drybulk commodities and is listed on the New York Stock Exchange under the symbol ‘‘NM’’, with a market capitalization of $1.03 billion as of June 16, 2008. We believe many target businesses will view the consummation of that business combination (and the fact that the securities of ISE have appreciated markedly since then) as a positive factor in considering whether to enter into a business combination with us.

Unique platform for deal generation

Navios Holdings is one of the world’s largest independent drybulk operators that uses industry specific expertise to generate and administer investment opportunities. We believe our relationship with Navios Holdings and its affiliates provides us with numerous benefits that are key to our long-term growth and success, including Navios Holdings’ expertise in commercial management, reputation within the shipping industry and network of strong relationships with many of the world’s drybulk raw material producers, agricultural traders and exporters, industrial end-users, shipyards, and shipping companies. This expertise and these relationships provide a unique platform for deal generation and allow access to a number of proprietary opportunities that would otherwise be unavailable to us. Our executive officers and directors have extensive experience in the shipping industry as leading managers, principals or directors of several prominent worldwide shipping companies. In addition, they collectively comprise a strong pool of expertise covering the key areas of shipping, with more than 100 years of total experience in sourcing, negotiating and structuring transactions in the shipping industry. We intend to leverage the industry experience of our executive officers, including their extensive contacts and relationships, by focusing our efforts on identifying a prospective target business in the shipping and related industries. We believe that Navios Holdings’ experience and extensive contacts in the marine transportation and logistics industries increases our ability to identify investment opportunities, conduct effective due diligence on potential target companies and to ultimately operate a business in our targeted marine transportation and logistics sectors.

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Intense focus on operational due diligence

Our management team will employ an extensive technical and operations focused due diligence process that it believes will provide insight on key issues such as quality of assets and operations, business valuations, capital structures, strategic vision and capabilities of the acquisition target’s management team. As a result, we believe we have certain analytical advantages and insights in the marine transportation and logistics industries when we evaluate potential business combination opportunities. During the due diligence phase, our management team will carefully evaluate prospective business targets to uncover key issues that will drive value or, as importantly, pose a significant risk (such as the quality of assets, contingent liabilities and environmental issues). We believe our management team’s deep and diverse set of skills in management, operations and finance, together with our access to extensive mergers and acquisitions, legal, financing, restructuring, tax and accounting experience will enable us to avoid potential risks that other investors may not identify.

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses that are not public companies (although we have the flexibility to acquire a public company). As an existing public company, we offer a target business that is not itself a public company an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe non-public target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that are not expected to be present to the same extent in connection with a business combination with us.

Financial position

With funds available initially in the amount of approximately $211,225,000 in net offering proceeds held in trust, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its specific needs. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting a Business Combination

Our initial business combination must be with a target business that has a fair market value equal to at least 80% of our net assets, excluding deferred underwriting discounts and commissions of approximately $7,700,000 ($8,855,000 if the over-allotment option is fully exercised) at the time of the business combination. If we acquire less than a 100% ownership interest of any target business, we will measure the fair market value of the share of the acquired business or businesses in determining the satisfaction of the 80% net assets test. The fair market value of the target business will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

As we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. The target business that we may seek to acquire may have a fair market value substantially in excess of 80% of our net assets. As a result, we may seek to finance such an acquisition through a bank loan or the issuance of debt or equity securities to the sellers or third parties.

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If we are unable to consummate a business combination within the allotted time period set forth in this prospectus, we will implement a plan of dissolution and liquidation that will include the distribution of the proceeds held in the trust account to our public shareholders in an amount equal to approximately $9.95 (or approximately $9.91 if the underwriters’ over-allotment option is exercised in full) per share of common stock held by them, subject to any reduction resulting from claims against the trust account by our creditors that are not indemnified by Navios Holdings.

We have not, nor has anyone on our behalf, including Navios Holdings, either directly or indirectly, contacted any potential target businesses or their representatives or had any discussions, formal or otherwise, with respect to effecting any potential business combination. Moreover, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Neither we, our management team, nor Navios Holdings will identify, negotiate with or enter into any agreement with respect to, a prospective target business for us prior to the completion of this offering.

As to individual vessels or fleets of vessels, there is an active sale and purchase market for vessels (as opposed to businesses) and, at any given time, there are a number of such vessels of various types available for sale. Our management may become aware of some of the vessels that are for sale from time to time prior to the completion of this offering as a result of their activities within the marine transportation and logistics industries and their receipt of unsolicited offers from brokers and others. None of such vessels are currently being considered by us or our management team for a business combination after our offering.

Navios Maritime Holdings, Inc.

Navios Holdings is a global and vertically integrated seaborne shipping company focused on the transport and transshipment of drybulk commodities, including iron ore, coal and grain. For over 50 years, Navios Holdings has worked with raw materials producers, agricultural traders and exporters, industrial end-users, shipowners and charterers, and has its own in-house technical ship management expertise.

Angeliki Frangou, our Chairman and Chief Executive Officer, was also the Chairman and Chief Executive Officer of International Shipping Enterprises, Inc., or ISE, a blank check company that raised $196.65 million in December of 2004. In August of 2005, ISE acquired Navios Holdings for $607.5 million. Ms. Frangou initially invested $23,529 for 4,000,000 shares of common stock. Based on the closing price of the common stock on the New York Stock Exchange at June 16, 2008, Ms. Frangou’s initial investment is now worth an aggregate of $38.7 million. In addition, Ms. Frangou purchased units in ISE’s initial public offering, as well as other securities in the open market, and now holds a 21.9% beneficial interest of the common stock of Navios Holdings.

We were established by Navios Holdings to explore a large number of opportunities in the marine transportation and logistics industries that would otherwise be unavailable to it without (i) entailing substantial changes to Navios Holdings’ capital structure, and (ii) changing Navios Holdings’ strategy as a company operating primarily in the drybulk shipping sector of the maritime transportation industry. Navios Holdings has decided to establish, invest in and dedicate resources (such as office space, utilities, administrative services and a loan in the principal amount of $500,000 in payment of initial formation and offering expenses) to us to participate in the benefit of acquisitions in the marine transportation and logistics industries without affecting its capital structure or strategy.

Our Relationship with Navios Holdings and Navios Partners

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capitalize on the management and advisory resources of Navios Holdings in the maritime industry while taking advantage of opportunities that are not within the existing business strategies of either Navios Holdings or Navios Partners. We believe our strategy of pursuing target businesses primarily outside of the drybulk shipping sector will distinguish us from the strategies of our affiliates, which are focused on the drybulk shipping sector as follows:


	•	Navios Holdings. Navios Holdings is a global and vertically integrated seaborne shipping company that specializes in a wide range of drybulk commodities, including iron ore, coal, and grain. Although Navios Holdings derives a small portion of its revenue from its logistics operations, most of Navios Holdings’ revenue and net income are from vessel operations, which are virtually exclusively in the drybulk shipping sector. Navios Holdings’ policy for vessel operations has led Navios Holdings to time charter-out many of its vessels for short- to medium-term charters.


	•	Navios Partners. Navios Partners was formed in 2007 to specialize in operating Capesize (drybulk carrier vessels with cargo capacity typically over 100,000 deadweight tons, or dwt) or Panamax (drybulk carrier vessels with cargo capacity typically between 60,000 and 100,000 dwt) vessels that are chartered out for a minimum of three years. The Navios Partners fleet currently consists of seven active Panamax vessels and one modern Capesize vessel. All of Navios Partners’ current vessels operate under long-term charters-out with an average length of approximately 5.2 years. Navios Partners has also contracted for the delivery on July 1, 2008 of an additional owned Panamax vessel from Navios Holdings and one newbuild Capesize vessel that it has agreed to purchase from Navios Holdings upon delivery in 2009. All of Navios Partners’ vessels are currently managed by Navios ShipManagement.

In contrast to Navios Holdings and Navios Partners, which are both focused on the drybulk shipping sector, we intend to focus our search for target businesses primarily outside of the drybulk shipping sector, including but not limited to tankers, liquefied natural gas, liquefied petroleum gas, containers and logistics.

As a controlled affiliate of Navios Holdings, we are subject to the omnibus agreement between Navios Holdings and Navios Partners that governs business opportunities within the drybulk shipping sector. Under the omnibus agreement, Navios Holdings agreed (and agreed to cause its controlled affiliates, including us, to agree) to grant a right of first offer to Navios Partners for any Panamax or Capesize drybulk vessel subject to a charter for three or more years that it acquires or may own. Accordingly, we would not be able to own any Panamax or Capesize drybulk carriers with charters of three or more years without first obtaining the consent of Navios Partners. Navios Partners and its subsidiaries granted to Navios Holdings a similar right of first offer on any proposed sale, transfer or other disposition of any of its Panamax or Capesize drybulk carriers and related charters or any of its drybulk vessels that is not a Panamax or Capesize drybulk vessel and related charters owned or acquired by it. To resolve this conflict of interest, we have entered into a right of first refusal agreement that grants us the first opportunity to consider any business opportunity outside of the drybulk shipping sector. See ‘‘Management — Conflicts of Interest.’’

Conflicts of Interest

Potential investors should be aware of the following potential conflicts of interest:


	•	None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among their various business activities, including those related to Navios Holdings.


	•	Angeliki Frangou, our Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of Navios Holdings, our sponsor, and Navios Partners, an affiliate of Navios Holdings. In addition, Ms. Frangou is the Chairman of the board of directors of IRF

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		European Finance Investments, Ltd. and Chairman of the board of directors of Proton Bank. Ted C. Petrone, our President and a member of our board of directors, is the President of Navios Corporation, and a director of Navios Holdings. In the course of their business activities for Navios Holdings, our common officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as to Navios Holdings and Navios Partners. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For this reason, we have entered into a business opportunity right of first refusal agreement with Navios Holdings and Navios Partners, the terms of which are discussed below.


	•	Nikolaos Veraros, John Koilalous and Julian David Brynteson, each a member of our board of directors, are not affiliated with Navios Holdings. However, each of them is affiliated with an organization that provides services to shipping companies. Mr. Veraros is a senior analyst at Investments & Finance, Ltd., an investment banking firm specializing in the shipping industry. Mr. Koilalous is the founder and managing director of Pegasus Adjusting Services, Ltd., an adjusting firm in the shipping industry. Mr. Brynteson is a managing director for sales and purchases at H. Clarkson & Company, Ltd., a subsidiary of leading worldwide shipbroker Clarkson PLC. Accordingly, as in the case of Ms. Frangou and Mr. Petrone, such persons may have conflicts of interest in determining to which entity a particular business opportunity of which they become aware should be presented.


	•	Our board, certain of whose members are also members of the board of Navios Holdings, may have a conflict of interest in determining whether a particular target acquisition is appropriate to effect a business combination. The financial interests of Navios Holdings and our officers and directors may influence the motivation of our officers and directors in identifying and selecting a target acquisition, and consummating a business combination because:


	•	Navios Holdings and our officers and directors own sponsor units that will be released from escrow (or from transfer restrictions in the case of the sponsor warrants) only if a business combination is successfully consummated;


	•	Navios Holdings owns sponsor warrants that will expire worthless if a business combination is not consummated; and


	•	upon the successful consummation of a business combination, Navios Holdings may earn substantial fees for providing technical and/or commercial ship management services.


	•	Upon completion of the offering, Navios Holdings and our officers and directors will own 20.0% of our common stock, which significant ownership interest may dissuade potential acquirers from seeking control of us after we consummate our initial business combination and buying our common stock at a price that our shareholders may deem beneficial.

To minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our initial business combination, 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus and such time as they cease to be an officer or director, to present to us for our consideration, before presenting to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest in a marine transportation or logistics business outside of the drybulk shipping sector, subject to (i) any fiduciary duties or contractual obligations they may have currently or in the future in respect of Navios Holdings or Navios Partners and any businesses in which either such company invests and (ii) any other pre-existing fiduciary duties or contractual obligations they may have.

Because of the overlap between Navios Holdings, Navios Partners and us with respect to possible acquisitions under the terms of the omnibus agreement, we have entered into a business opportunity right of first refusal agreement, which provides that, commencing on the date of this prospectus and extending until the earlier of the consummation of our initial business combination or our liquidation,

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we, Navios Holdings and Navios Partners will share business opportunities in the marine transportation and logistics industries as follows:


	•	We will have the first opportunity to consider any business opportunities outside of the drybulk shipping sector.


	•	Navios Holdings will have the first opportunity to consider any business opportunities within the drybulk shipping sector, with the exception of any Panamax or Capesize drybulk carrier under charter for three or more years it might own.


	•	Navios Partners has the first opportunity to consider an acquisition opportunity relating to any Panamax or Capesize drybulk carrier under charter for three or more years.

Decisions by us to release Navios Holdings and Navios Partners to pursue any corporate opportunity outside of the dry bulk sector will be made by a majority of our independent directors. Further, all ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including Navios Holdings, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties. Such transactions will require prior approval, in each instance, by a unanimous vote of our disinterested ‘‘independent’’ directors or the members of our board who do not have an interest in the transaction. If we were to pursue an acquisition of an entity affiliated with us, Navios Holdings or our officers and directors, the common officers or directors of us and the affiliated entity may be influenced by the financial benefits that may be derived from his or her role with, or ownership stake in, the affiliated entity. Accordingly, potential conflicts of interest may still exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent a conflict of interest. As a result, we will not pursue a business combination with an entity affiliated with us, Navios Holdings, or our officers and directors unless we obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA) that the business combination is fair to our unaffiliated shareholders from a financial point of view, and all of our disinterested, independent directors approve the transaction.

Private Placement of Sponsor Units

Our initial shareholders own 6,325,000 sponsor units which were issued by us as part of a private placement consummated prior to this offering. Of such 6,325,000 sponsor units, up to 825,000 sponsor units held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that our initial shareholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) after this offering (excluding any units that they may purchase in or after this offering). Each sponsor unit consists of one share of common stock and one warrant. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:


	•	our initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock;


	•	our initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public shareholders at the special or annual shareholders meeting called for the purpose of (i) approving our initial business combination or (ii) the extended period;


	•	our initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating distribution with respect to the common stock if we fail to consummate a business combination;


	•	the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after our initial business combination;

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	•	the warrants will not be redeemable by us as long as they are held by our initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);


	•	the warrants may be exercised by the holders by paying cash or on a cashless basis; and


	•	the sponsor units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, until 180 days after the consummation of our initial business combination.

Private Placement of Sponsor Warrants

Navios Holdings has agreed to purchase 7,600,000 warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur simultaneously with the completion of this offering. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders and the sponsor warrants will expire worthless. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that:


	•	the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination;


	•	the sponsor warrants may be exercised on a cashless basis;


	•	the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees; and


	•	none of the sponsor warrants to be purchased by Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.

Purchase Commitment by Affiliate

In addition, prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination, and (2) 60 days after the termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and

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Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.

Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These shares of common stock to be purchased by Ms. Frangou or her affiliate, which we refer to in this prospectus as the co-investment shares, will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any co-investment shares or any shares of common stock purchased pursuant to the limit orders, subject to certain limited exceptions, until 180 days after the date of the consummation of our initial business combination.

The business purpose of the limit order program is to provide liquidity in the market for our shares in the period prior to the shareholders meeting to approve our business combination and to provide an opportunity for shareholders who might otherwise elect to convert their shares at the meeting to sell their shares to Ms. Frangou or her affiliate in advance of the meeting. This may make it easier for us to consummate our business combination because Ms. Frangou or her affiliate will agree to vote any shares she or it acquires in favor of the business combination, but it will not limit the ability of public shareholders to exercise their conversion rights at the shareholders meeting nor will it affect the requirement that we only consummate a business combination if holders of less than 40% of the shares sold in this offering exercise their conversion rights (calculated on a cumulative basis as described in this prospectus). The business purpose of the co-investment is to provide additional capital to us at a time when some shareholders may elect to withdraw their capital by exercising conversion rights. Together, we believe these purchase obligations demonstrate Ms. Frangou’s commitment to our completion of an advantageous business combination and to the success of our company following our business combination.

Potential Purchases by Affiliates

In addition to any purchases of shares pursuant to the limit orders described above, our officers, directors or Navios Holdings, or their respective affiliates, may make purchases of our securities in this offering or in the aftermarket, subject to all applicable laws. We believe that some of the factors they would consider in making such a purchase include: (i) the trading price, (ii) their aggregate investment and (iii) whether it appears that a substantial number of public shareholders are voting against a proposed business combination. Any such shares will be voted in favor of the business combination. Accordingly, any purchase of our shares by our officers, directors or Navios Holdings, in this offering or in the aftermarket would influence the manner of a vote submitted to our shareholders in

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connection with a business combination by making it more likely that a business combination would be approved.

Our offices are located at 85 Akti Miaouli Street, Piraeus, Greece 185 38 and our telephone number is +30-210-459-5000.

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The Offering


Securities offered		22,000,000 units, at $10.00 per unit, each unit consisting of:


		•	one share of common stock; and


		•	one warrant.


Trading commencement and separation of common stock and warrants		The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants will begin separate trading five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our having filed a Report of Foreign Private Issuer on Form 6-K described below and having issued a press release announcing when such separate trading of the common stock and warrants will begin.


		In no event will separate trading of the common stock and warrants occur until we have filed an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Report of Foreign Private Issuer on Form 6-K, including an audited balance sheet, upon the completion of this offering, which is anticipated to take place three trading days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Form 6-K. If the over-allotment option is exercised following the initial filing of such Form 6-K, an additional Form 6-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.


Common stock:


Number outstanding before this offering and the private placement		5,500,000 shares ⁽¹⁾


Number to be outstanding after this offering and the private placement		27,500,000 shares ⁽¹⁾


Warrants:


Number outstanding before this offering and the private placement		5,500,000 warrants ⁽²⁾


Number to be outstanding after this offering and the private placement		35,100,000 warrants ⁽²⁾

(1)	This number excludes 825,000 shares of common stock included in the sponsor units held by Navios Holdings that are subject to mandatory forfeiture to the extent the underwriters’ over-allotment option is not exercised in full.

(2)	This number excludes 825,000 warrants included in the sponsor units held by Navios Holdings that are subject to mandatory forfeiture to the extent the underwriters’ over-allotment option is not exercised in full.

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Exercisability		Each warrant is exercisable for one share of common stock.


Exercise price		$7.00


Exercise period		The warrants will become exercisable on the later of:


		•	the consummation of an initial business combination with a target business; or


		•	one year from the date of this prospectus.


		However, the warrants will only be exercisable if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current. We have agreed to use our best efforts to have an effective registration statement covering shares of common stock issuable upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to those shares until the warrants expire or are redeemed. In no event shall a warrant holder be entitled to elect to receive a net cash settlement upon the exercise of warrants.


		All warrants will expire on the fifth anniversary of the date of this prospectus at 5:00 p.m., New York City time, or earlier upon redemption.


Redemption		Once the warrants become exercisable, we may redeem the outstanding warrants (except for the warrants included in the sponsor units and sponsor warrants, which are not redeemable so long as they are held by Navios Holdings or its permitted transferees) at any time:


		•	in whole and not in part;


		•	at a price of $.01 per warrant;


		•	upon a minimum of 30 days’ prior written notice of redemption;


		•	if, and only if, a business combination has been consummated; and


		•	if, and only if, the last sale price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading day period ending three trading days before we send the notice of redemption provided that a current registration statement under the Securities Act of 1933, as amended, or the Securities Act, relating to the shares of common stock issuable upon exercise of the warrants is effective during the redemption notice period.


		We have established the above conditions to provide warrant holders with a reasonable premium to the initial warrant exercise price as well as a reasonable cushion

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		against a negative market reaction, if any, to our redemption call. If we call the warrants for redemption as described above, we will have the option to require all holders that exercise warrants thereafter to do so on a ‘‘cashless basis,’’ although the public stockholders are not eligible to do so at their own option. Otherwise, a public warrant may only be exercised for cash. In the event we choose to require a ‘‘cashless exercise,’’ each exercising holder must pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


Sponsor units		Our initial shareholders own 6,325,000 sponsor units which were issued by us as part of a private placement consummated prior to this offering. Of such 6,325,000 sponsor units, up to 825,000 sponsor units held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that our initial shareholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) after this offering (excluding any units that they may purchase in or after this offering). Each sponsor unit consists of one share of common stock and one warrant. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:


		•	our initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock;


		•	our initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public shareholders at the special or annual shareholders meeting called for the purpose of (i) approving our initial business combination or (ii) the extended period;


		•	our initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating distribution with respect to the common stock if we fail to consummate a business combination;

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		•	the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after our initial business combination;


		•	the warrants will not be redeemable by us as long as they are held by our initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);


		•	the warrants may be exercised by the holders by paying cash or on a cashless basis; and


		•	the sponsor units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes until 180 days after the consummation of our initial business combination.


Purchase Commitment by Affiliate		Prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination and (2) 60 days after the termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be

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		made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.


		Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. Our sponsor, executive officers and directors will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the aftermarket, including shares purchased pursuant to such limit orders, in the event we fail to consummate an initial business combination.


		Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These shares of common stock to be purchased by Ms. Frangou or her affiliate, which we refer to in this prospectus as the co-investment shares, will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.


		Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any co-investment shares or any shares of common stock purchased pursuant to the limit orders, subject to certain limited exceptions, until 180 days after the date of the consummation of our initial business combination.


Private placement of sponsor warrants		Navios Holdings has agreed to purchase 7,600,000 warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur

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		simultaneously with the completion of this offering. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders, and the sponsor warrants will expire worthless. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that:


		•	the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination;


		•	the sponsor warrants may be exercised on a cashless basis;


		•	the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees; and


		•	none of the sponsor warrants will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.


		Exercising warrants on a ‘‘cashless basis’’ means that, in lieu of paying in cash the aggregate exercise price for the shares of common stock being purchased upon exercise of the warrant, the holder forfeits a number of shares underlying the warrant with a market value equal to such aggregate exercise price. Accordingly, we would not receive additional proceeds to the extent the sponsor warrants are exercised on a cashless basis. Warrants included in the units sold in the offering are not exercisable on a cashless basis, and the exercise price with respect to these warrants will be paid directly to us.


Registration rights		Pursuant to a registration rights agreement between us and our initial shareholders, the holders of the sponsor units (and the common stock and warrants comprising such units and the common stock issuable upon exercise of such warrants), the sponsor warrants (and the common stock issuable upon exercise of such warrants), any co-investment shares and any shares of common stock purchased pursuant to the limit orders described in this prospectus will be entitled to three demand registration rights, ‘‘piggy-back’’ registration rights and short-form resale registration rights commencing after the

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		consummation of our initial business combination, in the case of the sponsor warrants, and 180 days after the consummation of our initial business combination, in the case of the sponsor units and shares purchased pursuant to the limit orders.


Limited payments to insiders		There will be no fees or other cash payments paid to Navios Holdings (or its affiliates) or our officers and directors prior to or in connection with a business combination, other than:


		•	repayment of a $500,000 loan made by Navios Holdings;


		•	payment of $10,000 per month to Navios Holdings for office space and related services;


		•	reimbursement of out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and


		•	payment of $50,000 to each independent director in cash per year, accruing pro rata from the respective start of their service on our board of directors but payable only upon the successful consummation of a business combination.


Fees to Advisors		We do not presently anticipate engaging the services of professional firms or outside individuals that specialize in acquisitions on any formal basis. However, we may decide to engage such firms or individuals in the future or we may be approached on an unsolicited basis, in which event the compensation of such firms or individuals may be paid from the offering proceeds not held in the trust account or out of the funds released to us in the event that the proposed business combination is consummated.


Proposed New York Stock Exchange symbols for our:


Units		‘‘ NNA.U ’’


Common stock		‘‘ NNA ’’


Warrants		‘‘ NNA WS ’’

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Offering and private placement proceeds to be held in the trust account and amounts payable prior to the trust account distribution or liquidation; use of proceeds		$218,925,000 of the proceeds of this offering and the private placement (or $250,770,000 if the over-allotment option is exercised in full), or approximately $9.95 per unit (or approximately $9.91 if the over-allotment option is exercised in full), will be placed in a trust account at Marfin Popular Bank, maintained by Continental Stock Transfer & Trust Company, as trustee, pursuant to an agreement, governed by New York law, to be signed on the date of this prospectus.


		These proceeds include the $7,600,000 in proceeds from the private placement and $7,700,000 in underwriting discounts and commissions (or $8,855,000 if the underwriters’ over-allotment option is exercised in full) that are being deferred until we consummate a business combination.


		Other than in connection with distributions to public shareholders who vote against (i) the extended period, or (ii) any proposed business combination, and properly exercise their conversion rights, the proceeds held in the trust account will not be released until the earlier of (x) the consummation of a business combination on the terms described in this prospectus or (y) our liquidation. Therefore, unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any purpose, including the payment of any expenses related to this offering or expenses that we may incur related to the investigation and selection of a target business or the negotiation of an agreement to effect the business combination. Notwithstanding the foregoing, there will be released to us up to $3,000,000 of the interest earned on the trust account (net of taxes payable on such interest) to fund these expenses or our other working capital requirements. With this exception, expenses incurred by us while seeking a business combination may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially, approximately $75,000 after the payment of expenses related to this offering). In addition, proceeds may be released from the trust account to pay taxes incurred as a result of the interest earned on the trust proceeds.


Condition to consummating our initial business combination		Our initial business combination must occur with one or more target businesses that have a fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such business combination.

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Amended and Restated Articles of Incorporation		As discussed below, there are specific provisions in our amended and restated articles of incorporation that may not be amended prior to our consummation of a business combination without the prior consent of holders of 95% of our outstanding common stock, including our requirements to seek shareholder approval of such a business combination and to allow our shareholders to seek conversion of their shares if they do not approve of such a business combination. Although these provisions make it difficult for us to amend our amended and restated articles of incorporation, they are intended to protect our shareholders by requiring a supermajority of our shareholders to vote in favor of such a change in order for it to become effective. However, the Republic of the Marshall Islands, the country in which we are incorporated, does not have a well-developed body of corporate law, so it is not as certain how effective these protective provisions will be as compared to Delaware corporate law. Although they are alterable, neither we, our board of directors, our officers nor our promoters or sponsors intend to propose, or seek shareholder approval of, any amendment of these provisions. We view these provisions as obligations to our shareholders and do not intend to take any action to amend or waive these provisions.


		In addition, our amended and restated articles of incorporation provides that we will continue in existence only until 24 months (or up to 36 months if the extended period is approved) after the completion of this offering. This provision may only be amended in connection with, and upon the consummation of, a business combination. In connection with any proposed business combination we submit to our shareholders for approval, we will also submit to shareholders a proposal to amend our amended and restated articles of incorporation to provide for our perpetual existence, thereby removing this limitation on our corporate life. We will only consummate a business combination if shareholders vote both in favor of the proposed business combination and our amendment to provide for our perpetual existence. This will require the affirmative vote of a majority of the shares of common stock voted at the meeting by our public shareholders. If we have not consummated a business combination by the date specified above, our corporate existence will cease except for the purpose of winding up our affairs and liquidating, pursuant to Section 105 of the Marshall Islands Business Corporations Act. As a result, no vote would be required from our Board of Directors or shareholders to commence a dissolution and liquidation. We view this provision terminating our corporate life by , 2010 (or , 2011 if the extended period is approved) as an

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		obligation to our shareholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business combination.


Shareholders must approve business combination		We must seek shareholder approval before effecting our initial business combination, even if the business combination would not ordinarily require shareholder approval under applicable Marshall Islands law. We have agreed that in connection with any proposed business combination, we will deliver to our shareholders a proxy statement that will include, among other matters, a description of the operations of the target business. In connection with the vote required for our initial business combination, our initial shareholders have agreed to vote their shares of common stock that are part of its sponsor units in accordance with the majority of the shares of common stock voted by the public shareholders.


		Our officers, directors or Navios Holdings, or their respective affiliates, may make purchases of our securities in this offering or in the aftermarket, subject to all applicable laws. Although we do not know for certain all the factors that would cause Navios Holdings or such individuals to purchase our securities, we believe that some of the factors they would consider are: (i) the trading price of our securities, (ii) their aggregate investment in our securities and (iii) whether it appears that a substantial number of public shareholders are voting against a proposed business combination. Any such shares acquired by them in this offering or in the aftermarket, including any shares purchased pursuant to the limit orders described in this prospectus, will be voted in favor of the business combination.


		Accordingly, any purchase of our shares by our officers and directors, or Navios Holdings, in this offering or in the aftermarket could influence the result of a vote submitted to our shareholders in connection with a business combination by making it more likely that a business combination would be approved.


		We will proceed with a business combination only if a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and public shareholders owning less than 40% of the total number of shares sold in this offering exercise their conversion rights described below, including any shareholders who previously exercised conversion rights in connection with the shareholder vote required to approve the extended period, if any.

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Status as Foreign Private Issuer		As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act of 1934, as amended, or the Securities Exchange Act. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.


Possible extension of time to consummate an initial business combination to up to 36 months		Unlike other blank check companies, if we have entered into a letter of intent, agreement in principle or definitive agreement within 24 months following the completion of this offering and we anticipate that we may not be able to consummate a business combination within the initial 24 months, we may seek to extend the time period within which we may consummate our initial business combination to up to 36 months by calling a special meeting of our shareholders for the purpose of soliciting their approval for the extended period. We believe that extending the date by which we must consummate our initial business combination to up to 36 months may be advisable due to the circumstances involved in the evaluation and consummation of an initial business combination.


		If holders of 40% or more of the shares sold in this offering both vote against the proposed extended period and elect to convert their shares for a pro rata share of the trust account, we will not extend the date by which we must consummate our initial business combination. In such event, if we cannot consummate the initial business combination within such 24-month period, we will liquidate. Subject to the foregoing, approval of the extended period will require the affirmative vote of the majority of the votes cast by public shareholders who vote at the special meeting called for the purpose of approving such extended period.


		If we receive shareholder approval for the extended period and holders of 40% or more of the shares sold in this offering do not vote against the extended period and elect to convert their common stock in connection with the vote for the extended period, we will then have up to an additional 12 months in which to consummate the initial business combination. We will still be required to seek shareholder approval before consummating our initial business combination, even if the initial business combination would not ordinarily require shareholder

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		approval under applicable law. As a result of an approval of the extended period, we may be able to hold the funds in the trust account for at least three years. A shareholder’s election to convert its shares in connection with the vote on the extended period will only be honored if the extended period is approved.


		Shareholders who vote against the extended period and exercise their conversion rights will not be able to vote on the initial business combination. All other shareholders will be able to vote on the initial business combination.


		If the extended period is approved and we have not effected a business combination by the end of such extended period, our corporate existence will automatically cease without the need for a shareholder vote.


Conversion rights for shareholders voting to reject the extended period or our initial business combination		If a public shareholder voted against either (i) the extended period and the extended period was subsequently approved, or (ii) our initial business combination and the initial business combination was subsequently approved and consummated, such public shareholder will be entitled to convert their stock into a pro rata share of the trust account, before payment of deferred underwriting discounts and commissions and including any interest earned on their pro rata share net of income taxes payable on such interest and net of the applicable pro-rata portion of interest income of up to $3,000,000 earned on the trust account balance released to us to fund working capital requirements. Our initial shareholders will not be able to convert the stock included in their sponsor units into a pro rata share of the trust account under these circumstances. For more information, see the section entitled ‘‘Proposed Business — Effecting a business combination — Conversion rights.’’


		Public shareholders who convert their common stock into a pro rata share of the trust account will be paid promptly their conversion price following their exercise of conversion rights and will continue to have the right to exercise any warrants they own. The initial conversion price is approximately $9.95 per share (or approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). Since this amount may be lower than the market price of the common stock on the date of conversion, there may be a disincentive on the part of public shareholders to exercise their conversion rights.


		Notwithstanding the foregoing, a public shareholder, together with any affiliate of theirs or any other person with whom they are acting in concert or as a ‘‘group,’’ (as such term is used in Sections 13(d) and 14(d) of the

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		Securities Exchange Act) will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Such a public shareholder would still be entitled to vote against a proposed business combination or the extended period with respect to all shares owned by them or their affiliates. We believe this restriction will prevent shareholders from accumulating large blocks of stock before the vote held to approve a proposed business combination or the extended period and attempt to use the conversion right as a means to force us or our management to purchase their stock at a significant premium to the then-current market price. Absent this provision, for example, a public shareholder who owns 15% of the shares sold in this offering could threaten to vote against a proposed business combination or the extended period and seek conversion, regardless of the merits of the transaction, if their shares are not purchased by us or our management at a premium to the then-current market price. By limiting a shareholder’s ability to convert only 10% of the shares sold in this offering, we believe we have limited the ability of a small group of shareholders to attempt unreasonably to block a transaction that is favored by other public shareholders. However, we are not restricting the shareholders’ ability to vote all of their shares against the transaction or against the extended period.


		A shareholder who votes against the extended period and also elects to convert its shares of common stock may vote against our initial business combination at the applicable shareholder meeting held for that purpose only to the extent such shareholder continues to hold shares of our common stock or acquires additional shares. However, in connection with such subsequent vote on the initial business combination such shareholder may not elect to convert further shares. A public shareholder who wishes to exercise its conversion rights will be required to notify us of its election to convert in accordance with the procedures described in this prospectus. Such election to convert will not be valid unless (i) the public shareholder votes against (x) the extended period and it is subsequently approved, or (y) our initial business combination and the initial business combination is subsequently approved and consummated, (ii) the public shareholder holds its shares through the consummation of the business combination (except in the event of conversion with respect to any extended period) and (iii) the public shareholder follows the specific procedures for conversion that will be set forth in the proxy statement relating to the proposed initial business combination or the extended period.


		We intend to require public shareholders to tender their stock certificates to our transfer agent or to deliver their

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		shares to our transfer agent electronically using the DWAC (Deposit/Withdrawal At Custodian) system of The Depository Trust Company, or DTC, no later than the business day immediately preceding the vote on our initial business combination or the extended period. There is a standard charge associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker approximately $45, and it would be up to the broker to decide whether to pass this cost on to the converting shareholder.


		The proxy solicitation materials that we will furnish to shareholders in connection with the vote for any proposed initial business combination or the extended period will indicate that we are requiring shareholders to satisfy such certification and delivery requirements. As discussed above, a shareholder would have from the time we send out our proxy statement up until the business day immediately preceding the vote on our initial business combination or the extended period to deliver their shares if they wish to seek to exercise their conversion rights. The delivery process is within the shareholder’s control and, whether it is a record holder or its shares are held in ‘‘street name,’’ the shareholder should be able to accomplish delivery by contacting the transfer agent or their broker and requesting delivery of their shares through the DWAC system. However, because we do not have control over this process or over the brokers or DTC, it may take significantly longer than anticipated to obtain a physical stock certificate.


		If it takes longer than we anticipate to obtain a physical stock certificate, public shareholders who wish to tender their stock certificates physically may be unable to obtain physical stock certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.


		In connection with a vote on the extended period or our initial business combination, public shareholders may elect to vote a portion of their shares for and a portion of their shares against the extended period or the initial business combination, as the case may be. If the extended period is approved, or if the initial business combination is approved and consummated, public shareholders who elected to convert the portion of their shares and also voted against the extended period or the initial business combination, as the case may be, will receive the conversion price with respect to those shares and may retain any other shares they own.

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		A request for conversion may be withdrawn at any time up to the date of the meeting. If a shareholder delivered their certificate for conversion and subsequently decided prior to the meeting not to elect conversion, they may simply request that the transfer agent return the certificate (physically or electronically).


		If our initial business combination is not approved, we may continue to try to consummate a business combination with a different target business until 24 months from the date of this prospectus (or up to 36 months if the extended period is approved). Public shareholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. In such case, we will promptly return to the public shareholders their certificates that were delivered prior to the meeting.


Dissolution and liquidation if no business combination		As described above, if we have not consummated a business combination by , 2010 (or , 2011 if the extended period is approved), our corporate existence will cease by operation of law and we will promptly distribute only to our public shareholders, the amount in our trust account, including (i) all accrued interest net of income taxes paid or payable on such interest (less interest income of up to $3,000,000 earned on the trust account balance previously released to us to fund our working capital requirements), and (ii) all deferred underwriting discounts and commissions plus any of our remaining net assets.


		Under Marshall Islands law, shareholders might, in certain circumstances, be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with the procedures set forth in Section 106 of the Marshall Islands Business Corporations Act, which are intended to ensure that we make reasonable provision for all claims against us, including a six-month notice period during which any third-party claims can be brought against us before any liquidating distributions are made to shareholders, any liability of a shareholder with respect to a liquidating distribution should be limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder should be barred after the period set forth in such notice. However, we intend to make liquidating distributions to our shareholders as soon as reasonably possible after dissolution. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our shareholders will likely extend beyond

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		the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.


		We will seek to have all vendors and service providers (including any third parties we engage to assist us in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. However, there is no guarantee that they will execute such agreements. Even if such entities execute such agreements with us, there is no guarantee that they will not seek recourse against the trust account or that a court would not conclude that such agreements are not legally enforceable. Navios Holdings has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, except (i) as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account, to the extent such waiver is subsequently found to be invalid or unenforceable, (ii) as to any engagement of, or agreement with, a third party that does not execute a waiver and a majority of the independent directors of Navios Holdings have not consented to such engagement or agreement with such third party, and (iii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities under the Securities Act. Additionally, in the case of a vendor, service provider or prospective target business that did not execute a waiver, Navios Holdings will be liable, to the extent it consents to the transaction, only to the extent necessary to ensure that public shareholders receive no less than approximately $9.95 per share (or approximately $9.91 if the over-allotment option is exercised in full) upon liquidation. Based on our review of the financial statements of Navios Holdings in its most recent Form 20-F, we believe that Navios Holdings will have sufficient funds to meet any indemnification obligations that arise. However, because Navios Holdings’ circumstances may change in the future, we cannot assure investors that Navios Holdings will be able to satisfy such indemnification obligations if and when they arise. As a result, we cannot assure you that the per-share distribution from the trust fund, if we liquidate, will not be less than approximately $9.95 (or approximately $9.91 if the over-allotment option is exercised in full) plus interest then held in the trust fund. If we are unable to consummate our initial business combination and must dissolve and distribute our assets, the per-share liquidating

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		distribution will be less than $10.00 because of the expenses of this offering and the amount of funds held outside of the trust account for our general and administrative expenses and the costs associated with seeking a business combination. These offering expenses include the underwriters’ discount, legal fees and expenses, printing and engraving expenses, accounting fees and expenses, the SEC registration fee, the FINRA filing fee and the New York Stock Exchange listing fee. We intend to use net proceeds not held in the trust account and up to $3,000,000 of the interest income earned on the trust account (net of taxes payable) for payment of expenses related to office space and administrative services, legal and accounting fees associated with SEC reporting obligations, reimbursement of expenses incurred in connection with conducting due diligence reviews of prospective target businesses, legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination and other miscellaneous expenses associated with seeking a business combination.


		We anticipate the distribution of the funds in the trust account to our public shareholders will occur within 10 business days from the date our corporate existence ceases. Our initial shareholders have waived their rights to participate in any liquidating distribution occurring upon our failure to consummate a business combination with respect to those shares of common stock acquired by it prior to this offering. In addition, if we liquidate, the underwriters have agreed to waive their right to the $7,700,000 ($8,855,000 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting compensation held in the trust account for their benefit. However, if our initial shareholders acquire stock in or after this offering, they will be entitled to a pro rata share of the trust account upon the liquidation of the trust account in the event we do not consummate a business combination within the required time periods. We will pay the out-of-pocket costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Navios Holdings agreed to advance us the entire amount of the funds necessary to complete such liquidation and have agreed not to seek repayment for such expenses.


Escrow of sponsor units and sponsor warrants		On the effective date of this prospectus, our initial shareholders will place the sponsor units into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, and on the date of the completion of this offering, our sponsor will place its

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		sponsor warrants in such escrow account. Subject to certain limited exceptions, such as transfers to another entity that is controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, and except for up to 825,000 sponsor units held by Navios Holdings that may be forfeited if and to the extent the underwriters do not fully exercise their over-allotment option, the sponsor warrants will not be transferable until after the consummation of our initial business combination, and the sponsor units will not be transferable until 180 days after the consummation of our initial business combination, at which respective times such securities will be released from escrow. Notwithstanding the foregoing, if, after the consummation of the initial business combination, we consummate a transaction that results in all of the shareholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property, then the transfer restrictions on the sponsor units will no longer apply.


		If we are forced to liquidate, all of the sponsor units will be cancelled. Any shares purchased by our initial shareholders in the open market will not be placed in escrow.


Determination of offering amount		The size of this offering was based on our belief as to the capital required to facilitate our combination with target businesses with sufficient scale to operate as a stand-alone public entity and was determined by our officers and directors. Factors used in such determination included:


		•	the history and prospects of companies whose principal business is the acquisition of other companies, with no limitation on the industries in which they may acquire businesses;


		•	prior offerings of such companies;


		•	our prospects for acquiring vessels or an operating business in the marine transportation and logistics industries;


		•	our capital structure;


		•	an assessment by our management team of the marine transportation and logistics industries and their experience identifying acquisition targets and structuring acquisitions;


		•	general conditions of the capital markets at the time of the offering;


		•	the likely competition for acquisition targets; and


		•	the likely number of potential targets.

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		We believe that raising the amount described in this offering will offer us a variety of target businesses possessing the scale of operations and developed infrastructure that will allow us to execute a business plan that will leverage our skills and resources. We believe that possessing an equity base equivalent to the net proceeds of this offering will provide us the capital to combine with viable target businesses with established platforms and demonstrated business plans. The determination of the offering price of our units and the valuation accorded to our company is more arbitrary than the pricing of securities for or valuation of, operating businesses in or related to the marine transportation and logistics industries.


Risks		In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled ‘‘Risk Factors’’.

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SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.


	March 31, 2008
	Actual				As Adjusted ⁽¹⁾
Balance Sheet Data
Working capital/(deficiency)		$	(55,184	)		$	211,318,778
Total assets		$	598,974			$	219,018,778
Total liabilities		$	580,196			$	7,700,000
Value of common stock that may be converted for cash (approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full))		$	—			$	87,559,990
Shareholders’ equity		$	18,778			$	123,758,788

(1)	The ‘‘as adjusted’’ information gives effect to the sale of the units in this offering and the sponsor warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such transactions.

Adjusted working capital and adjusted total assets include the $218,925,000 being held in the trust account. This amount, plus certain interest earned, will be distributed on consummation of our initial business combination in the following order: (i) first, to any public shareholders who exercise their conversion rights in an amount we expect initially to be approximately $9.95 per share (or approximately $9.91 per share if the over-allotment option is exercised in full), (ii) second, to the underwriters in payment of deferred discounts and commissions in the amount of $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is exercised in full), and (iii) third, to us in the amount remaining in the trust account for use in consummating a business combination, with any excess to be used for general business purposes. All such proceeds will be distributed from the trust account only upon consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, we will liquidate the trust account and the proceeds held in the trust account, including the deferred underwriting discounts and commission and all interest thereon, net of income taxes on such interest and net of interest income (less income taxes on such interest) of the trust account interest, in an amount of up to $3,000,000 earned on the trust account balance, previously released to us to fund working capital requirements, will be distributed on a pro rata basis solely to our public shareholders.

We will not proceed with a business combination if public shareholders owning 40% or more of the shares sold in this offering vote against a proposed extension, if any, and the initial business combination, on a cumulative basis, and exercise their conversion rights. Accordingly, we may effect a business combination if public shareholders owning up to approximately 39.99% of the shares sold in this offering vote against the business combination and exercise their conversion rights, including any shareholders who previously exercised conversion rights in connection with the shareholders vote required to approve the extended period. If this occurred, we would be required to convert to cash up to 8,799,999 shares of common stock, or approximately 39.99% of the aggregate number of shares of common stock sold in this offering, at an initial per-share conversion price of approximately $9.95 (or 10,119,999 shares of common stock at approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including accrued interest net of income taxes on such interest, after distribution of interest income on the trust account balance to us as described above, as of the date of the special meeting or annual meeting of shareholders called for the purpose of approving the extended period, or two business days prior to the proposed consummation of the business combination, as the case may be, divided by the number of shares of common stock sold in this offering. We intend to structure and consummate any potential business combination in a manner such that public shareholders holding up to approximately 39.99% of the shares of common stock sold in this offering voting against the extended period or our initial business combination on a cumulative basis could cause us to convert their common stock for a pro rata share of the aggregate amount then on deposit in the trust account and the business combination could still be consummated.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the material risks described below. We believe that the risks discussed below represent all of the material risks we face.

Risks associated with our business

We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objectives.

We are a recently incorporated development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objectives, which is to acquire one or more assets or operating businesses in the marine transportation and logistics industries. We have not conducted any discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We will not generate any revenues until, at the earliest, after the consummation of a business combination. We cannot assure you as to when, or if, a business combination will occur.

Since we are a foreign private issuer, we are not subject to certain SEC regulations that companies incorporated in the United States would be subject to.

We are a ‘‘foreign private issuer’’ within the meaning of the rules promulgated under the Securities Exchange Act. As such, we are exempt from certain provisions applicable to United States public companies including:


	•	The sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;


	•	Provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and


	•	The sections of the Securities Exchange Act requiring our insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any ‘‘short swing’’ trading transactions (i.e., a purchase and sale, or a sale and purchase, of the issuer’s equity securities within less than six months).

Because of these exemptions, our shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States. In particular, because we are exempt from the rules under the Securities Exchange Act relating to proxy statements, at the time we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.

You will not be entitled to protections normally afforded to investors of blank check companies.

Since the net proceeds of this offering are intended to be used to consummate a business combination with a target business that has not been identified, we may be deemed to be a ‘‘blank check’’ company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and will file a Report of

Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission upon completion of this offering, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the Securities and Exchange Commission to protect investors of blank check companies including Rule 419 under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules, which include (1) entitlement to all the interest earned on the funds deposited in the trust account, (2) the requirement to complete a business combination within 18 months after the effective date of the registration statement (and the resulting shorter time frame that funds may be held in the trust account as compared to the up to 24 or 36 months for our offering), (3) the restriction on the release and use of interest earned on the funds held in the trust account, (4) the prohibition against trading our securities prior to the consummation of a business combination, and (5) the ability of warrant holders to exercise their warrants prior to the consummation of the business combination. Because we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw a certain amount of interest earned on the funds held in the trust account prior to the completion of a business combination, we have a longer period of time to consummate a business combination and potentially hold the proceeds of the offering in the trust account and our warrant holders may not exercise their warrants until after our initial business combination.

Unlike many other blank check offerings, we allow up to approximately 39.99% of our public shareholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

When we seek shareholder approval of the extended period, if any, and our initial business combination, we will offer each public shareholder the right to have their shares of common stock converted to cash if the shareholder votes against the extended period or business combination, as the case may be, and such proposal is approved and, in the case of the business combination, it is also consummated. We will consummate the initial business combination only if the following two conditions are met: (i) a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and (ii) public shareholders owning 40% or more, of the shares sold in this offering do not vote against an extended period, if any, or the business combination and exercise their conversion rights, provided that a public shareholder, together with any affiliate of theirs or any other person with whom they are acting in concert or as a partnership, syndicate or other ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) for the purpose of acquiring, holding or disposing of our securities will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. We have set the conversion percentage at 40% and limited the percentage of shares that a public shareholder, together with any of their affiliates or other persons with whom they are acting in concert or as a partnership, syndicate or other group for the purpose of acquiring, holding or disposing of our securities can convert in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop us from having an extended period or consummating an initial business combination that is otherwise approved by a large majority of our public shareholders. However, this may have the effect of making it easier for us to have an extended period or an initial business combination approved over a shareholder dissent. Most other blank check companies have a conversion threshold of between 20% and 30% and do not have a comparable 10% limitation, which makes it more difficult for such companies to consummate their initial business combination. Thus, because we permit a larger number of shareholders to exercise their conversion rights, it will be easier for us to consummate an initial business combination with a target business despite significant shareholder dissent and which you may believe is not suitable for us, and you may not receive the full amount of your original investment upon exercise of your conversion rights.

Unlike many other blank check offerings, we allow up to approximately 39.99% of our public shareholders to exercise their conversion rights. The ability of a larger number of our shareholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

When we seek shareholder approval of a business combination, we will offer each public shareholder (other than our initial shareholders) the right to have their shares of common stock

converted to cash if the shareholder votes against the business combination and the business combination is approved and consummated. Such holder must both vote against such business combination and then exercise their conversion rights to receive a pro rata share of the trust account. We have set the conversion percentage at 40% in order to reduce the likelihood that a small group of investors holding a block of our stock will be able to stop us from consummating a business combination that is otherwise approved by a large majority of our public shareholders. However, this may have the effect of making it easier for us to have a business combination approved over shareholder dissent than other blank check companies. While there are some offerings similar to ours that include conversion provisions of 40%, a 30% threshold is more common for offerings similar to ours. Because we permit a larger number of shareholders to exercise their conversion rights, it may be easier to us to obtain shareholder approval of an initial business combination than other blank check companies.

If our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many shareholders may exercise such conversion rights, we may need either to reserve part of the trust account for possible payment upon such conversion, or to arrange third party financing to help fund our initial business combination in case a larger percentage of shareholders exercise their conversion rights than we expect. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

We intend to require public shareholders who wish to convert their shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising conversion rights.

We intend to require public shareholders who wish to convert their shares to physically tender their stock certificates to our transfer agent prior to the shareholder meeting or to deliver their shares to the transfer agent electronically using DTC’s DWAC system. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical stock certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than we anticipate to obtain a physical stock certificate, public shareholders who wish to tender their stock certificates physically may be unable to obtain physical stock certificates by the deadline for exercising their conversion rights and thus will be unable to convert their shares.

Public shareholders, together with any of their affiliates or any other person with whom they are acting in concert or as a ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), will be restricted from seeking conversion rights for more than 10% of the shares sold in this offering.

When we seek shareholder approval of any business combination or the extended period, we will offer each public shareholder (but not our initial shareholders) the right to have their shares of common stock converted to cash if the shareholder votes against the business combination and the business combination is approved and completed. Notwithstanding the foregoing, a public shareholder, together with any of their affiliates or any other person with whom they are acting in concert or as a ‘‘group’’ will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Accordingly, if you purchase more than 10% of the shares sold in this offering, vote all of your shares against a proposed business combination or the extended period and such proposed business combination or the extended period, as applicable, is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares or sell them in the open market. We cannot assure you that the value of such additional shares will appreciate over time following a business combination or that the market price of the common stock will exceed the per-share conversion price.

If we are unable to consummate a business combination, our public shareholders will be forced to wait the full 24 months (or up to 36 months if the extended period is approved) before receiving liquidating distributions.

We have 24 months (or up to 36 months if the extended period is approved) in which to consummate a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto. Only after the expiration of this full time period will public shareholders be entitled to liquidating distributions if we are unable to consummate a business combination. Accordingly, investors’ funds may be unavailable to them until such date.

Unlike other blank check companies, we are permitted, pursuant to our amended and restated articles of incorporation, to seek to extend the date before which we must consummate an initial business combination to up to 36 months. As a result, your funds may be held in the trust account for at least three years.

Unlike some other blank check companies, if we have entered into a letter of intent, agreement in principle or definitive agreement within 24 months following the completion of this offering, we may seek to extend the date before which we must consummate our initial business combination, to avoid being required to liquidate, beyond the more typical 24 months to up to 36 months by calling a special meeting of our shareholders for the purpose of soliciting their approval for such extended period. We believe that an extension could be necessary due to the circumstances involved in the evaluation and consummation of a business combination. Without the option of extending our corporate existence to up to 36 months, if we enter into such agreement near the end of the initial 18 month period, we would have only six months in which to secure the approval of our shareholders and consummate the business combination. If the extended period is approved by our shareholders as described in this prospectus, we will have an additional 12 months in which to consummate our initial business combination. As a result, we would be able to hold your funds in the trust account for more than three years and thus delay the receipt by you of your funds from the trust account.

If third parties bring claims against us, the funds held in the trust account could be reduced and the amount receivable by our public shareholders from the trust account as part of our plan of dissolution and liquidation may be less than approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full).

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all significant vendors and service providers and all prospective target businesses waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, they would not be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over the claims of our public shareholders and due to claims of such creditors, the per share liquidation price could be less than the approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full). If we are unable to consummate a business combination and are forced to liquidate, Navios Holdings has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, except (i) as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account, to the extent such waiver is subsequently found to be invalid or unenforceable, (ii) as to any engagement of, or agreement with, a third party that does not execute a waiver and Navios Holdings has not consented to such engagement or contract with such third party, and (iii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities under the Securities Act. Additionally, in the case of a vendor, service provider or prospective target business that did not execute a waiver, Navios Holdings will be liable, to the extent it consents to the transaction, only to the extent necessary to

ensure that public shareholders receive no less than approximately $9.95 per share (or approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) upon liquidation. Based on our review of the financial statements of Navios Holdings in its most recent Form 20-F, we believe that Navios Holdings will have sufficient funds to meet any indemnification obligations that arise. However, because Navios Holdings’ circumstances may change in the future, we cannot assure investors that Navios Holdings will be able to satisfy such indemnification obligations if and when they arise. We will endeavor to have all vendors and prospective target businesses, as well as other entities, execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. If Navios Holdings refused to satisfy its indemnification obligations, we would be required to bring a claim against it to enforce our indemnification rights.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the liquidation amounts due them. An involuntary bankruptcy proceeding cannot be filed in the United States since the trust funds will not be maintained within the United States. Because we have no assets in the United States and are organized in the Marshall Islands, any bankruptcy claim would have to be initiated elsewhere. The Marshall Islands has no bankruptcy act. It does have a little-used device pursuant to which, at the request of a judgment creditor, a court can appoint a receiver either to run or wind up the affairs of a corporation. A court can also appoint a trustee if the corporation files for dissolution to wind up the affairs. Finally, it would be possible for a Marshall Islands court to apply the law of any jurisdiction with laws similar to that of the Marshall Islands, such as those of the United States.

Because a majority of our directors and all of our officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals or such assets.

A majority of our directors and our officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities of, or criminal penalties against, our directors and officers under the U.S. federal securities laws.

We will dissolve and liquidate if we do not consummate a business combination, and our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them. Such liability could extend indefinitely because we do not intend to comply with the liquidation procedures set forth in Section 106 of the Marshall Islands Business Corporations Act.

Our amended and restated articles of incorporation provides that we will continue in existence only until 24 months from the completion of this offering (or up to 36 months if the extended period is approved). If we have not consummated a business combination by such date, and amended this provision in connection thereto, pursuant to the Marshall Islands Business Corporations Act, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Marshall Islands law, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with the procedures set forth in Section 106 of the Business Corporations Act, which are intended to ensure that we make reasonable provision for all claims against us, including a six-month notice period during which any third-party claims can be brought against us before any liquidating distributions are made to shareholders, any liability of a shareholder with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder would be barred after the period set forth in such notice. However, it is our intention to make liquidating distributions to our shareholders as soon as

reasonably possible after dissolution and we do not intend to comply with the six-month notice period (which would result in our executive officers being liable for claims for which we did not provide). As such, to the extent our executive officers cannot cover such liabilities, our shareholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our shareholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us, which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a ‘‘preferential transfer’’ or a ‘‘fraudulent conveyance.’’ As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public shareholders promptly after , 2010 (or , 2011 if the extended period is approved), this may be viewed or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board of directors may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors and/or complying with certain provisions of the Marshall Islands Business Corporations Act with respect to our dissolution and liquidation. We cannot assure you that claims will not be brought against us for these reasons.

We may choose to redeem our outstanding warrants included in the units sold in this offering at a time that is disadvantageous to our warrant holders.

We may redeem the warrants issued as a part of our units sold in this offering at any time after the warrants become exercisable in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if and only if, the last sales price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, provided, however, a current registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then effective. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefore at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then-current market price when they might otherwise wish to hold the warrants, or (iii) to accept the nominal redemption price that, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants. We may not redeem any warrant if it is not exercisable.

Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares underlying the warrants when our warrant holders exercise their warrants, we cannot guarantee that a registration statement will be effective when a holder seeks to exercise a warrant. In such a case, our warrant holders may not be able to exercise our warrants, rendering them practically worthless.

Holders of our warrants will be able to exercise the warrants only if (i) a current registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although we have undertaken and intend to use our best efforts to maintain a current registration statement covering the shares underlying the warrants following completion of this offering to the extent required by federal securities laws, we cannot assure that we will be able to do so, as there may be material developments regarding our business that would require updating the prospectus in order to make it current. The timing of such updating supplement to the prospectus or amendment to the registration statement may be outside of our control. If we are not able to maintain a current registration statement, holders will be unable to exercise their warrants and we will not be required to net-cash settle any such warrant exercise. Further, 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 jurisdictions 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 may expire worthless and unredeemed, as described in the risk factor above. Holders of warrants who reside in jurisdictions in which the shares underlying the warrant are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. In the event the warrants expire worthless or we choose to redeem the warrants at a time when the holders of such warrants are unable to exercise the warrants, the purchasers of units will have effectively paid the full purchase price of the units solely for the common stock underlying such units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to qualify the underlying securities for sale under all applicable state securities laws.

Because the warrants included in the sponsor units and the sponsor warrants were originally issued pursuant to an exemption from registration requirements under the federal securities laws, the holder of such warrants will be able to exercise its warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current. As a result, the holder of the warrants included in the sponsor units and the sponsor warrants will not have any restrictions with respect to the exercise of its warrants. As described above, the holders of the warrants purchased in this offering will not be able to exercise them unless we have a current registration statement covering the shares issuable upon their exercise.

If we are required to dissolve and liquidate before a business combination, our public shareholders may receive less than approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) upon distribution of the funds held in the trust account and our warrants will expire with no value.

If we are unable to consummate a business combination and are required to dissolve and liquidate our assets, the per-share liquidation amount may be less than approximately $9.95 (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) because of the expenses related to this offering, our general and administrative expenses, and the anticipated cost associated with seeking a business combination. Furthermore, the warrants will expire with no value if we dissolve and liquidate before the consummation of a business combination.

Under Marshall Islands law, the requirements and restrictions relating to this offering contained in our amended and restated articles of incorporation may be amended, which could reduce or eliminate the protection afforded to our shareholders by such requirements and restrictions.

Our amended and restated articles of incorporation contain certain requirements and restrictions relating to this offering that will apply to us until the consummation of a business combination. Specifically, our amended and restated articles of incorporation provide, among other things, that:


	•	upon completion of this offering, $218,925,000 (or $250,770,000 if the over-allotment option is exercised in full), of the proceeds from the offering and the private placement will be placed into the trust account, which proceeds may not be disbursed from the trust account except (1) for payments with respect to shares of common stock converted in connection with the vote to approve the extended period, (2) in connection with a business combination, (3) upon our dissolution and liquidation, (4) for the payment of our tax obligations, or (5) to the extent of $3,000,000 of interest (net of taxes) that may be released to us;


	•	prior to the consummation of our initial business combination, we will submit such business combination to our shareholders for approval;


	•	we may consummate our initial business combination only if it is approved by a majority of the shares of common stock voted by the public shareholders and public shareholders owning less than 40% of the shares sold in this offering both vote against the business combination and, on a cumulative basis with any shares previously converted in connection with a vote, if any, on the extended period, exercise their conversion rights;


	•	if our initial business combination is approved and consummated or the extended period is approved, public shareholders who voted against the business combination or the extended period may exercise their conversion rights and receive their pro rata share of the amount then in the trust account;


	•	our initial business combination must have a fair market value equal to at least 80% of net assets held in the trust account (excluding the deferred underwriting discounts and commissions) at the time of the initial business combination;


	•	if a business combination is not consummated within 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus) after the completion of this offering, our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities;


	•	upon our dissolution, we will distribute to our public shareholders their pro rata share of the trust account in accordance with the trust agreement and the requirements of Marshall Islands law, including our obligations to provide for claims of creditors; and


	•	we may not consummate any other merger, acquisition, asset purchase or similar transaction prior to our initial business combination.

Under Marshall Islands law, the requirements and restrictions relating to this offering contained in our articles of incorporation may be amended, which could reduce or eliminate the protection afforded to our shareholders by such requirements and restrictions. However, we view the foregoing provisions as obligations to our shareholders and we will not take any action to waive or amend any of these provisions.

Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination during the prescribed time period.

We expect to encounter competition from other entities having a business objective similar to ours, including private equity and venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Further:


	•	our obligation to seek shareholder approval of a business combination may materially delay the consummation of a transaction;


	•	our obligation to convert into cash the shares of common stock in certain instances may materially reduce the resources available for a business combination; and


	•	our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Any of these obligations may place us at a material competitive disadvantage in successfully negotiating a business combination.

Based on publicly available information, since August 2003, approximately 157 similarly structured blank check companies have completed initial public offerings. Of these companies, only 51 companies have consummated a business combination, while 23 other companies have announced that they have entered into definitive agreements or letters of intent with respect to potential business combinations, but have not yet consummated such business combinations. Additionally, 17 of these companies have announced that they will dissolve and distribute their assets to shareholders. Accordingly, there are approximately 66 blank check companies with more than $12 billion in trust,

and more than 88 other blank check companies that have publicly filed registration statements with offering amounts in excess of $15 billion and will be seeking to enter into a business combination after completing their initial public offerings. Of such companies, 3 have stated that their primary focus is on consummating a business combination in the shipping industry. In addition to these already existing blank check companies, there are a large number of operating companies, private equity firms and other investors competing to pursue acquisitions in the marine transportation and logistics industries. Because of this competition, we cannot assure you that we will be able to effectuate a business combination within the required time period. Further, because only 74 of such companies have either consummated a business combination or entered into a definitive agreement for a business combination, it may indicate that there are fewer attractive target businesses available to such entities or that many privately-held target businesses are not inclined to enter into these types of transactions with publicly held blank check companies like ours. Because of these factors, we may not be able to successfully compete for an attractive business combination, or to effectuate any business combination within the required time periods. If we do not find a suitable target business within such time periods, we will be forced to dissolve and liquidate the trust account as part of our plan of dissolution and liquidation.

We may issue shares of our capital stock or debt securities to consummate a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

Our amended and restated articles of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering (assuming no exercise of the underwriters’ over-allotment option), there will be 37,400,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our common stock or preferred stock, or a combination of common and preferred stock, to consummate a business combination. In addition, we may issue co-investment shares as described in this prospectus. The issuance of additional shares of our common stock or any number of shares of our preferred stock:


	•	may significantly reduce the equity interest of investors in this offering;


	•	will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and


	•	may materially adversely affect prevailing market prices for our common stock.

Additionally, the marine transportation and logistics industries are capital intensive, traditionally using substantial amounts of indebtedness to finance vessel acquisitions, capital expenditures and working capital needs. If we finance the purchase of any target business through the issuance of debt securities, it could result in:


	•	default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our debt obligations;


	•	acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;


	•	our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and


	•	our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

The value of your investment in us may decline if any of these events occur.

For a more complete discussion of the possible structure of a business combination, see the section below entitled ‘‘Effecting a business combination — Selection of a target business and structuring of a business combination.’’

Our initial shareholders control a substantial interest in us and, thus, may influence certain actions requiring shareholder vote.

Upon completion of our offering, our initial shareholders will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants), which could permit them to influence the outcome of effectively all matters requiring approval by our shareholders at such time, including the election of directors and approval of significant corporate transactions, following the consummation of our initial business combination. In addition, prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act pursuant to which she or it will place limit orders for up to an aggregate of $30 million of our common stock during the buyback period. Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. As a result, Ms. Frangou may be able to influence the outcome of the vote on our business combination or a proposed extension. In addition, any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate immediately prior to the consummation of our business combination.

Further, our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. It is unlikely that there will be an annual meeting of shareholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office at least until the consummation of the business combination. If there is an annual meeting, as a consequence of our ‘‘staggered’’ board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome of such election. Accordingly, Ms. Frangou and our initial shareholders will continue to exert control at least until the consummation of a business combination.

The purchase by Angeliki Frangou or her affiliate of common stock in the aftermarket pursuant to the limit orders described above may support the market price of the common stock and/or warrants during the buyback period, and accordingly, the termination of the support provided by such purchases may materially and adversely affect the market price of the common stock and/or warrants.

Prior to the completion of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., in accordance with Rule 10b5-1 under the Exchange Act, pursuant to which she or it will place limit orders to purchase any of our shares of common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. If the market does not view our initial business combination positively, these purchases may have the effect of counteracting the market’s view of our initial business combination, which would otherwise be reflected by a decline in the market price of our securities. The termination of the support provided by these purchases during the buyback period may materially and adversely affect the market price of our securities.

We will be dependent upon interest earned on the trust account, which may not be sufficient to fund our search for a target business and consummation of a business combination, in which case we may be forced to borrow funds from Navios Holdings or others, or to liquidate.

Of the net proceeds of this offering and the private placement, only approximately $75,000, after estimated expenses related to this offering, is estimated to be available to us initially outside the trust

account to fund our working capital requirements. We will be dependent upon sufficient interest being earned on the proceeds held in the trust account to provide us with the additional working capital we will need to search for a target business and consummate a business combination. While we are entitled to up to a maximum of $3,000,000 for such purpose, if interest rates were to decline substantially, we may not have sufficient funds available to provide us with the working capital necessary to consummate a business combination. In such event, we would need to borrow funds from Navios Holdings or others, or be forced to liquidate.

Our ability to effect a business combination successfully and to operate successfully thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate.

Our ability to effect a business combination successfully and to operate successfully thereafter will be dependent upon the efforts of our key personnel. The future role of our key personnel following a business combination, however, cannot be fully ascertained presently. Although we expect Angeliki Frangou, our Chairman and Chief Executive Officer, to remain associated with us following a business combination, it is possible that Ms. Frangou will not remain with the combined company after the consummation of a business combination. Thus, we may employ other personnel following the business combination. While we intend to scrutinize closely any additional individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, as well as United States securities laws, which could cause us to have to expend time and resources helping them become familiar with such laws. This could be expensive and time consuming, and could lead to various regulatory issues that hinder our operations.

Our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts could impair our ability to consummate a business combination.

Our officers and directors are not required to commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. All of our executive officers are engaged in several other business endeavors, including Ms. Frangou in her roles as Chairman and Chief Executive Officer of Navios Holdings and Navios Partners, and are not obligated to contribute any specific number of hours per week to our affairs. Ms. Frangou and Mr. Petrone are each anticipated to devote approximately five to ten percent of their time per week to our business, which could increase significantly during periods of negotiation for business opportunities. However, if our executive officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could impair our ability to consummate a business combination. For a complete discussion of the potential conflicts of interest that you should be aware of with respect to Navios Holdings and Angeliki Frangou, see the section below entitled ‘‘Management — Conflicts of Interest.’’ We cannot assure you that these conflicts will be resolved in our favor.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with us, Navios Holdings, or our executive officers or directors, which may raise potential conflicts of interest.

In light of our executive officers’ and directors’ involvement with Navios Holdings, we may decide to acquire a target business affiliated with us, Navios Holdings, or our executive officers or directors. Our executive officers and directors are not currently aware of any specific opportunities for us to consummate a business combination with any entities with which they or Navios Holdings are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in ‘‘Proposed Business — Effecting a business combination – Selection of a target business and structuring of a business combination’’ and such transaction was approved by a majority of our disinterested directors. Despite our agreement to

obtain an opinion from an independent investment banking firm regarding the fairness to our shareholders from a financial point of view of a business combination with a target business affiliated with us, Navios Holdings or our executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Our officers, directors and their affiliates currently are, and may in the future become, affiliated with entities engaged in business activities that are similar to those intended to be conducted by us, including Navios Holdings, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

All of our officers and directors currently are, and may in the future become, affiliated with additional entities, including other shipping entities, such as Navios Holdings in the case of Ms. Frangou and Mr. Petrone, and Navios Partners in the case of Ms. Frangou, that are engaged in business activities similar to those intended to be conducted by us. In addition, each of the independent members of our board of directors is affiliated with an organization that provides services to shipping companies. Due to these existing affiliations, they may have fiduciary obligations to present potential business opportunities to those entities prior to presenting them to us, which could cause additional conflicts of interest. We will have the ability to acquire a target business that is in competition with and operates in the same business as Navios Holdings or Navios Partners, subject to our right of first refusal agreement with such entities. In such case, there may be additional conflicts of interest between Navios Holdings, Navios Partners and us, including direct head to head competition for chartering and additional vessel acquisition opportunities, and otherwise. For a complete discussion of our management’s business affiliations and the potential conflicts of interest that you should be aware of, see the section below entitled ‘‘Management — Conflicts of Interest.’’ We cannot assure you that these conflicts will be resolved in our favor or that a potential target business would not be presented to another entity prior to its presentation to us.

Our initial shareholders beneficially own shares of our common stock that will not participate in liquidating distributions and therefore our executive officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Our initial shareholders have waived their right to receive distributions upon our liquidation if we fail to consummate a business combination, with respect to the shares of common stock included in the sponsor units they own. The shares of common stock and warrants included in the sponsor units and the sponsor warrants owned by our initial shareholders will be worthless if we do not consummate a business combination. Angeliki Frangou, our Chairman and Chief Executive Officer, has a 21.9% beneficial interest in Navios Holdings and is also its Chairman and Chief Executive Officer. Accordingly, the financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business and timely consummating a business combination. Consequently, the discretion of those executive officers and directors in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

Our directors’ and officers’ interests in obtaining reimbursement for any out-of-pocket expenses incurred by them, as well as the potential for entering into consulting agreements with the post-combination business, may lead to a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public shareholders’ best interest.

Our directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust fund and the amount of interest income from the trust account, net of income taxes on such interest, of up to a maximum of $3,000,000, unless the business combination is consummated. These amounts are based on management’s estimates of the funds needed to fund our operations for the next 24 months and consummate a business combination. Those estimates may prove to be inaccurate, especially if a portion of the available proceeds is used to make a down payment in connection with a business combination or pay exclusivity or similar fees or if we expend a significant portion in pursuit

of an acquisition that is not consummated. In addition, it is possible that members of management may enter into consulting agreements with the post-combination business as part of the business combination. The financial interest of our directors and officers could influence their motivation in selecting a target business or negotiating with a target business in connection with a proposed business combination and thus, there may be a conflict of interest when determining whether a particular business combination is in the shareholders’ best interest.

Each of our independent directors will be entitled to receive $50,000 compensation annually upon the successful consummation of a business combination and, therefore, they may be faced with a conflict of interest when determining whether a particular target business is appropriate for a business combination and in the public shareholders’ best interest.

Each of our independent directors will be entitled to receive $50,000 in cash per year for their board service, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. The financial interest of our directors could negatively affect their independence and influence their motivation in selecting a target business and thus, they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest. If conflicts arise, they may not necessarily be resolved in our favor.

Our Chairman and other directors may continue to serve on our board of directors following the consummation of a business combination and may be paid fees for such services. Thus, such financial interest may influence their motivation and they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest.

Because it is possible that our Chairman and one or more of our directors may continue to serve on our board of directors after the consummation of our initial business combination, and such individuals may be paid fees for their services, the financial interest of such individuals may influence their motivation when determining whether a particular business combination is in our shareholders’ best interest and securing payment of such fees. Thus, they may be faced with a conflict of interest when determining whether a particular business combination is in our shareholders’ best interest. If conflicts arise, they may not necessarily be resolved in our favor.

Since our initial shareholders, including Navios Holdings, will lose their entire investment in us if a business combination is not consummated and Navios Holdings may be required to pay costs associated with our liquidation, our initial shareholders may purchase shares of our common stock from shareholders who would otherwise choose to vote against a proposed business combination or exercise their conversion rights in connection with such business combination.

Our initial shareholders own sponsor units (which were purchased for $25,000 and would have an aggregate approximate value of $63,250,000 based on our offering price of $10.00 per unit), which will be worthless if we do not consummate a business combination. The actual per unit value of the sponsor units would be less than $10.00, because unlike the shares of our common stock held by our public shareholders, the sponsor units are restricted and may not be transferred until 180 days after the consummation of our initial business combination. In addition, our sponsor agreed to purchase sponsor warrants exercisable for our common stock (for $7,600,000), which will also be worthless if we do not consummate a business combination. We believe the current equity value for the sponsor units is significantly lower than the $10.00 per unit offering price because the offering may not succeed and even if it does succeed, the holder of these units will not be able to sell or transfer them while such units remain in escrow, except in certain limited circumstances (such as transfers to entities controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes) and these units are not entitled to any proceeds in case we liquidate if we do not consummate a business combination. In addition, in the event we are forced to liquidate, Navios Holdings has agreed to advance us the entire amount of the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses.

Given the interest that Navios Holdings has in a business combination being consummated, it is possible that it (and/or our officers and directors) will acquire securities from public shareholders who

have elected to redeem their shares of our common stock in order to change their vote and insure that the business combination will be approved (which could result in a business combination being approved even if, after the announcement of the business combination, 40% or more of our public shareholders would have elected their conversion rights, or a majority of the shares of common stock voted by the public shareholders would have voted against the business combination, but for the purchases made by Navios Holdings (and/or our officers and directors)).

It is probable that our initial business combination will be with a single target business, which may cause us to be solely dependent on a single business and to provide only a limited number of services, thereby preventing us from diversifying our operations, spreading risks or offsetting losses.

Our initial business combination must be with a target business with a collective fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such business combination. Consequently, it is probable that, unless the purchase price consists substantially of our equity, we will have the ability to consummate only the initial business combination with the proceeds of this offering. Accordingly, the prospects for our success may be:


	•	solely dependent upon the performance of a single business, or


	•	dependent upon the development or market acceptance of a single or limited number of services.

In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to consummate several business combinations in different industries or different areas of a single industry. Further, the prospects for our success may be entirely dependent upon the future performance of the initial target business that we acquire.

While it is possible that we may attempt to effect our initial business combination with more than one target business simultaneously, such simultaneous acquisition entails certain risks that may require us to limit our acquisition to one target business.

We may not be able to acquire more than one target business because of various factors, including possible complex accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which could include attempting to coordinate the timing of negotiations, proxy statement disclosure and closings with multiple target businesses. In addition, we would also be exposed to the risk that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied, bringing the fair market value of the initial business combination below the required fair market value of 80% of our net assets threshold. Accordingly, while it is possible that we may attempt to effect our initial business combination with more than one target business, we are more likely to choose a single target business if deciding between one target business meeting such 80% threshold and comparable multiple target business candidates collectively meeting the 80% threshold.

We may be unable to obtain additional financing, if required, to consummate a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination.

As we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the private placement prove to be insufficient, either because of the size of the business combination or the depletion of the available net proceeds not held in the trust account (including interest earned on the trust account released to us) in search of a target business, or because we become obligated to convert into cash a significant number of shares from dissenting shareholders, we will be required to seek additional financing. We have not taken any action with respect to additional financing, nor can we assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business

combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could impair the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after a business combination.

As we seek to successfully consummate an initial business combination and to develop our business, we will need to improve our operations and financial systems, staff, and crew; if we cannot improve these systems or recruit suitable employees, we may not effectively control our operations.

Our initial operating and financial systems may not be adequate as we implement our plan to consummate an initial business combination and to develop our business, and our attempts to improve these systems may be ineffective. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our operations, we may be unable to effectively control and manage the substantially larger operation.

Although it is impossible to predict what errors might occur as the result of inadequate controls, it is the case that it is harder to oversee a sizable operation than a small one and, accordingly, more likely that errors will occur as operations grow and that additional management infrastructure and systems will be required to attempt to avoid such errors.

If we were to acquire vessels or a business with agreements to purchase individual vessels, we may be subject to risks resulting from being a start-up maritime transportation and logistics business.

If we were to acquire vessels or a business with agreements to purchase individual vessels, we may be subject to risks resulting from being a start-up maritime transportation and logistics business. Such risks could potentially include the dependence on third parties for the commercial and technical management of the vessels, including crewing, maintenance and repair, supply provisioning, freight invoicing and chartering. We may not be able to quickly develop the infrastructure and hire the seafarers and shore-side administrative and management personnel necessary to manage and operate our business effectively if we acquire vessels instead of an operating business. In addition, we might have to begin our operations without advance bookings of charters, which could lead such vessels initially to have a higher than industry standard number of idle days until such time as we establish business relations.

Management services relating to a target business’s vessels may be performed by Navios Holdings, which could result in potential conflicts of interest.

If we consummate a business combination that involves the acquisition of vessels, we may engage the services of Navios Holdings to provide technical and management services relating to the operation of such vessels. Navios Holdings may receive fees and commissions on gross revenue received by us in respect of each vessel managed, a commission on the gross sale or purchase price of vessels that we purchase or sell, and a commission on all insurance placed. In light of the foregoing, there may be a conflict of interest in selecting between our interests and those of Navios Holdings.

Risks associated with the marine transportation and logistics industries

If charter rates fluctuate and the shipping industry continues to undergo cyclical turns, it may reduce our profitability and operations.

The marine transportation and logistics industries have been cyclical in varying degrees, with the shipping business experiencing fluctuations in charter rates, profitability and, consequently, vessel values. Significant contraction in demand for imported commodities such as iron ore or coal, as a result of economic downturns or changes in government policies in certain regional markets, could depress vessel freight rates, as well as the general demand for vessels. A decline in demand for, and level of consumption of, refined petroleum products could cause demand for tank vessel capacity and charter rates to decline. We anticipate that future demand for any carriers we may acquire and the related charter rates will be dependent upon continued demand for imported commodities, economic

growth in the emerging markets, including the Asia Pacific region, India, Brazil and Russia and the rest of the world, seasonal and regional changes in demand, and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase, and there can be no assurance that economic growth will continue. Adverse economic, political, social or other developments could decrease demand and growth in the shipping industry and thereby reduce revenue significantly. A decline in demand for commodities transported in maritime carriers or an increase in supply of vessels could cause a significant decline in charter rates, which could materially adversely affect our results of operations and financial condition. The demand for vessels, in general, has been influenced by, among other factors:


	•	global and regional economic conditions;


	•	developments in international trade;


	•	changes in seaborne and other transportation patterns, such as port congestion and canal closures;


	•	weather and crop yields;


	•	armed conflicts and terrorist activities;


	•	political developments; and


	•	embargoes and strikes.

The supply of shipping capacity is also a function of the delivery of new vessels and the number of older vessels scrapped, in lay-up, converted to other uses, reactivated or removed from active service. Supply may also be affected by maritime transportation and other types of governmental regulation, including that of international authorities. These and other factors may cause a decrease in the demand for the services we may ultimately provide or the value of the vessels we may own and operate, thereby limiting our ability to operate successfully any prospective target business with which we may ultimately consummate a business combination.

The marine transportation and logistics industries are subject to seasonal fluctuations in demand and, therefore, may cause volatility in our operating results.

The marine transportation and logistics industries have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The tanker and drybulk carrier markets are typically stronger in the fall and winter months in anticipation of increased consumption of oil, coal and other raw materials in the northern hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, revenues are typically weaker during the fiscal quarters ended June 30 and September 30, and, conversely, typically stronger in fiscal quarters ended December 31 and March 31. Our operating results, therefore, may be subject to seasonal fluctuations.

If we were to acquire vessels or a business with agreements to purchase individual vessels, it is highly unlikely that proxy materials provided to our shareholders would include historical financial statements and, accordingly, investors will not have historical financial statements on which to rely in making their decision whether to vote for the acquisition.

If we were to acquire vessels or a business with agreements to purchase individual vessels, it is highly unlikely that the proxy statement we would send to shareholders would, unless otherwise required by applicable law and regulations, contain historical financial statements with respect to the operation of vessels. Although we would provide such historical financial statements if required by applicable law or regulations, such historical financial statements are not often required. Instead, the proxy statement we would send to our shareholders would include, among other matters: (i) historical and prevailing market rates for vessels on the basis of type, age and proposed employment; (ii) our expectations of future market trends and proposed strategy for employment of the vessels; (iii) our anticipated operational (overhead) expenses; and (iv) the valuation of the vessels as assets generally (i.e., whether they are new buildings or second-hand and the type of vessel), all of which, in turn,

depend on the sector of the marine transportation and logistics industries in which we consummate such a business combination. Thus, you would not necessarily be able to rely on historical financial statements when deciding whether to approve a business combination involving the acquisition of vessels or a business with agreements to purchase individual vessels.

If we experienced a catastrophic loss and our insurance is not adequate to cover such loss, it could lower our profitability and be detrimental to operations.

The ownership and operation of vessels in international trade is affected by a number of risks, including mechanical failure, personal injury, vessel and cargo loss or damage, business interruption due to political conditions in foreign countries, hostilities, labor strikes, adverse weather conditions and catastrophic marine disaster, including environmental accidents and collisions. All of these risks could result in liability, loss of revenues, increased costs and loss of reputation. We intend to maintain insurance, consistent with industry standards, against these risks on any vessels and other business assets we may acquire upon consummation of a business combination. However, we cannot assure you that we will be able to insure against all risks adequately, that any particular claim will be paid out of our insurance, or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. Our insurers will also require us to pay certain deductible amounts, before they will pay claims, and insurance policies may contain limitations and exclusions, which, although we believe will be standard for the shipping industry, may nevertheless increase our costs and lower our profitability. Additionally, any increase in environmental and other regulations may also result in increased costs for, or the lack of availability of, insurance against the risks of environmental damage, pollution and other claims for damages that may be asserted against us. A catastrophic oil spill or marine disaster could exceed our insurance coverage. Our inability to obtain insurance sufficient to cover potential claims or the failure of insurers to pay any significant claims, could lower our profitability and be detrimental to our operations.

We are subject to various laws, regulations and conventions, including environmental laws that could require significant expenditures both to maintain compliance with such laws and to pay for any uninsured environmental liabilities resulting from a spill or other environmental disaster.

The maritime transportation and logistics business and vessel operation are materially affected by government regulation in the form of international conventions, national, state, and local laws, and regulations in force in the jurisdictions in which vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws, and regulations, or the impact thereof on the fair market price or useful life of any vessels we may acquire or charter. Changes in governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, may require us to make capital and other expenditures. In order to satisfy any such requirements we may be required to take any vessels we may acquire or charter out of service for extended periods of time, with corresponding losses of revenues. In the future, market conditions may not justify these expenditures or enable us to operate any vessels we may acquire or charter profitably, particularly older vessels, during the remainder of their economic lives. This could lead to significant asset write-downs. Additional conventions, laws, and regulations may be adopted which could limit our ability to do business or increase our cost of doing business, which may materially adversely affect our operations, as well as the shipping industry generally. For example, various jurisdictions are considering legislation imposing more stringent requirements on air emissions, including emissions of greenhouse gases, and ballast water discharges from vessels. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, and certificates with respect to our operations.

The operation of vessels is also affected by the requirements set forth in the International Safety Management, or ISM Code. The ISM Code requires shipowners and bareboat charterers to develop and maintain an extensive ‘‘Safety Management System’’ that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe vessel operation and describing procedures for dealing with emergencies. The failure of a shipowner or bareboat charterer

to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. However, there can be no assurance that such certification will be maintained indefinitely.

For all vessels, international liability for oil pollution is governed by the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention. In 2001, the International Maritime Organization, or IMO, adopted the Bunker Convention, which imposes strict liability on shipowners for pollution damage in contracting states caused by discharges of bunker oil from vessels. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance to cover their liability for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims 1976, as amended, or the 1976 Convention). The Bunker Convention will become effective November 21, 2008. In the meantime, liability for such bunker oil pollution typically is determined by the national or other domestic laws in the jurisdiction where the spillage occurs.

In the United States, the Oil Pollution Act of 1990, or the OPA, establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills, including bunker oil spills from drybulk vessels as well as cargo or bunker oil spills from tankers. The OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone. Under the OPA, vessel owners, operators and bareboat charterers are ‘‘responsible parties’’ and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or substantial threats of discharges, of oil from their vessels. In addition to potential liability under OPA as the relevant federal legislation, vessel owners may in some instances incur liability on an even more stringent basis under state law in the particular state where the spillage occurred.

Outside of the United States, other national laws generally provide for the owner to bear strict liability for pollution, subject to a right to limit liability under applicable national or international regimes for limitation of liability. The most widely applicable international regime limiting maritime pollution liability is the 1976 Convention. Rights to limit liability under the 1976 Convention are forfeited where a spill is caused by a shipowner’s intentional or reckless conduct. Certain jurisdictions have ratified the IMO’s Protocol of 1996, which substantially increases the liability limits set forth in the 1976 London Convention. Finally, some jurisdictions are not a party to either the 1976 Convention or the Protocol of 1996, and, therefore, a shipowner’s rights to limit liability for maritime pollution in such jurisdictions may be uncertain.

In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or seriously negligent pollution discharges by ships. The directive could result in criminal liability being incurred in circumstances where it would not be incurred under international law as set out in the International Convention for the Prevention of Pollution from Ships, or the MARPOL Convention. Criminal liability for an oil pollution incident could not only result in us incurring substantial penalties or fines but may also, in some jurisdictions, facilitate civil liability claims for greater compensation than would otherwise have been payable.

We intend to maintain, for each of vessel we may acquire or charter, insurance coverage against pollution liability risks in appropriate per incident amounts that are consistent with industry standards. The insured risks will likely include penalties and fines as well as civil liabilities and expenses resulting from accidental pollution. However, any such insurance coverage will likely be subject to exclusions, deductibles and other terms and conditions. If any liabilities or expenses fall with an exclusion from coverage, or if damages from a catastrophic incident exceed the agreed amounts of the limitation of coverage per incident, our cash flow, profitability and financial position could be adversely impacted.

If we acquire or charter any vessels, we will become subject to vessel security regulations and will incur costs to comply with recently adopted regulations and may be subject to costs to comply with similar regulations which may be adopted in the future in response to terrorism.

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security, or ISPS Code. Among the various requirements are:


	•	on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications;


	•	on-board installation of ship security alert systems;


	•	the development of vessel security plans; and


	•	compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (ISSC) that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and take measures for any vessels we may acquire or charter to attain compliance with all applicable security requirements within the prescribed time periods. Although management does not believe these additional requirements will have a material financial impact on our operations, there can be no assurance that there will not be an interruption in operations to bring vessels into compliance with the applicable requirements and any such interruption could cause a decrease in charter revenues. Furthermore, additional security measures could be required in the future which could have significant financial impact on us.

The operation of ocean-going vessels entails the possibility of marine disasters including damage or destruction of a vessel due to accident, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo and similar events that may cause a loss of revenue from affected vessels and damage our business reputation, which may in turn lead to loss of business.

The operation of ocean-going vessels entails certain inherent risks that may adversely affect our business and reputation, including:


	•	damage or destruction of vessel due to marine disaster such as a collision;


	•	the loss of a vessel due to piracy and terrorism;


	•	cargo and property losses or damage as a result of the foregoing or less drastic causes such as human error, mechanical failure and bad weather;


	•	environmental accidents as a result of the foregoing; and


	•	business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.

Any of these circumstances or events could substantially increase our costs. For instance, if any vessels we may acquire or charter suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. We may have to pay drydocking costs that insurance does not cover. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, could decrease our revenues and

earnings substantially, particularly if a number of vessels are damaged or drydocked at the same time. The involvement of any vessels we may acquire or charter in a disaster or delays in delivery or damages or loss of cargo may harm our reputation as a safe and reliable vessel operator and cause us to lose business. If a business combination involves the ownership of vessels, such vessels could be arrested by maritime claimants, which could result in the interruption of business and decrease revenue and lower profitability.

Crew members, tort claimants, claimants for breach of certain maritime contracts, vessel mortgagees, suppliers of goods and services to a vessel, shippers of cargo and other persons may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, and in many circumstances a maritime lien holder may enforce its lien by ‘‘arresting’’ a vessel through court processes. Additionally, in certain jurisdictions, such as South Africa, under the ‘‘sister ship’’ theory of liability, a claimant may arrest not only the vessel with respect to which the claimant’s lien has arisen, but also any ‘‘associated’’ vessel owned or controlled by the legal or beneficial owner of that vessel. If any vessel ultimately owned and operated by us is ‘‘arrested,’’ this could result in a material loss of revenues, or require us to pay substantial amounts to have the ‘‘arrest’’ lifted.

Governments could requisition vessels of a target business during a period of war or emergency, resulting in a loss of earnings.

A government could requisition a business’s vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although a target business would be entitled to compensation in the event of a requisition of any of its vessels, the amount and timing of payment would be uncertain.

We may become subject to United States federal income taxation on our United States source shipping income, which would reduce our net income and impair our cash flow.

Due to the nature of the marine transportation and logistics industries, we expect to consummate a business combination with a target business outside of the United States, in which case we would seek to qualify under Section 883 of the United States Internal Revenue Code of 1986, as amended (the ‘‘Code’’), for an exemption from U.S. federal income tax on substantially all of our U.S.-source shipping income (if any). Under the Code, 50.0% of the gross shipping income of a vessel owning or chartering corporation that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States is characterized as U.S.-source shipping income. U.S.-source shipping income generally is subject to a 4.0% U.S. federal income tax without allowance for deduction or, if such U.S.-source shipping income is effectively connected with the conduct of a trade or business in the United States, U.S. federal corporate income tax (the highest statutory rate presently is 35.0%) as well as a branch profits tax (presently imposed at a 30.0% rate on effectively connected earnings), unless that corporation qualifies for exemption from tax under Section 883 of the Code. We can give no assurance that we will qualify for the Section 883 exemption. In such case, our net income and cash flow will be reduced by the amount of such tax. The Section 883 exemption generally does not apply to income other than shipping income.

If we acquire a target business that charters vessels on the spot market (i.e., vessels chartered on a voyage basis or for periods of less than 12 months), it may increase our risk of doing business following the business combination.

We may consummate a business combination with a target business that involves the chartering of vessels on a spot charter basis. Spot charters are entered into as either voyage charters or short-term time charters of less than 12 months’ duration. Although dependence on spot charters is not unusual in the shipping industry, the spot charter market is highly competitive and spot charter rates are subject to significant fluctuations based upon available charters and the supply of and demand for seaborne shipping capacity. Although our focus on the spot charter market may enable us to benefit from strengthening industry conditions, should they occur, to do so we may be required to procure

spot charter business consistently. We cannot assure you that spot charters will be available at rates that will be sufficient to enable us to operate our business profitably.

In addition, our dependence on the spot charter market may result in lower utilization of our vessels and, consequently, decreased profitability. We cannot assure you that rates in the spot charter market will not decline, that charters in the spot charter market will continue to be available or that our dependence on the spot charter market will not result in generally lower overall utilization or decreased profitability, the occurrence of any of which events could reduce our earnings and cause us to incur losses.

If a target business has or obtains a vessel that is of second-hand or older nature, it could increase our costs and decrease our profitability.

We believe that competition for employment of second-hand vessels may be intense. Additionally, second-hand vessels may carry no warranties from sellers with respect to their condition as compared to warranties from shipyards available for newly-constructed vessels, and may be subject to problems created by the use of their original owners. If we purchase any second-hand vessels, we may incur additional expenditures as a result of these risks, which may reduce our profitability.

While it will be our intention, if we acquire a target business in this area, to sell or retire our vessels before they are considered older vessels, under shipping standards, in the rare case where we continue to own and operate a vessel for a longer period, we could be faced with the additional expenditures necessary to maintain a vessel in good operating condition as the age of a vessel increases. Moreover, port-state authorities in certain jurisdictions may demand that repairs be made to this type of vessel before allowing it to berth at or depart a particular port, even though that vessel may be in class and in compliance with all relevant international maritime conventions. Should any of these types of problems or changes develop, income may be lost if a vessel goes off-hire and additional unforeseen and unbudgeted expenses may be incurred. If we choose to maintain any vessels past the age that we have planned, we cannot assure you that market conditions will justify expenditures with respect to any of the foregoing or enable us to operate these vessels profitably.

An economic slowdown in the Asia Pacific region could reduce demand for shipping services and decrease shipping rates, which would adversely affect our future prospects for a business combination and our results of operations and financial condition.

Currently, China, Japan, other Pacific Asian economies and India are the main driving forces behind the increase in seaborne trades and the demand for maritime transportation and logistics. Demand from such economies has driven increased rates and vessel values. Conversely, a negative change in economic conditions in any Asian Pacific country, but particularly in China or Japan, as well as India, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects, by reducing demand and the resultant charter rates. In particular, in recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product. We cannot assure that such growth will be sustained or that the Chinese economy will not experience a material decline from current levels in the future. Our future prospects for business combinations and, upon the consummation of a business combination, our financial condition and results of operations would likely be adversely affected by an economic downturn in any of these countries as such downturn would likely translate into reduced demand for shipping services and lower shipping rates industry wide. As a result, our operating results would be materially affected.

Because international maritime transportation and logistics businesses often generate most or all of their revenues in U.S. dollars but incur a portion of their expenses in other currencies, upon the consummation of an initial business combination, exchange rate fluctuations could cause us to suffer exchange rate losses thereby increasing expenses and reducing income.

Upon the consummation of an initial business combination, it is likely that we will engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk, our transactions may be predominantly U.S. dollar denominated. Transactions in currencies other than the functional currency are translated at the exchange rate in

effect at the date of each transaction. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, decreasing our income. For example, for the year ended December 31, 2007, the value of the US dollar declined by approximately 9.6% as compared to the Euro. A greater percentage of our transactions and expenses in the future may be denominated in currencies other than U.S. dollar. As part of our overall risk management policy, we attempt to hedge these risks in exchange rate fluctuations from time to time. We may not always be successful in such hedging activities and, as a result, our operating results could suffer as a result of un-hedged losses incurred as a result of exchange rate fluctuations.

A failure to pass inspection by classification societies could result in any vessels we may acquire becoming unemployable unless and until they pass inspection, resulting in a loss of revenues from such vessels for that period and a corresponding decrease in operating cash flows.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the United Nations Safety of Life at Sea Convention. A vessel must undergo an annual survey, an intermediate survey and a special survey. In lieu of a Special Survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel. If any vessel we acquire fails any annual survey, intermediate survey, or special survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.

Risks associated with this offering

Our initial shareholders paid $25,000, or approximately $0.004 per unit, for their sponsor units and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering and the private placement constitutes the dilution to you and the other investors in such offerings. The fact that our initial shareholders acquired their initial sponsor units at a nominal price has significantly contributed to this dilution. Assuming the offering is completed, you and the other investors in this offering will incur an immediate and substantial dilution of approximately 33.8%, or $3.38 per share (the difference between the pro forma net tangible book value per share of $6.62, and the initial offering price of $10.00 per unit).

Our outstanding warrants may lower the market price of our common stock and make it more difficult to effect a business combination.

In connection with this offering, as part of the units offered pursuant to this prospectus, we will be issuing warrants to purchase an aggregate of 22,000,000 shares of common stock (or 25,300,000 shares of common stock if the over-allotment option is exercised in full). In addition, our initial shareholders own 6,325,000 warrants included in the sponsor units and Navios Holdings will purchase 7,600,000 sponsor warrants. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target business, as such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to consummate the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could be detrimental to the market price for our securities or to our ability to obtain future public financing. If, and to the extent, these warrants are exercised, you may experience dilution to your holdings.

If our initial shareholders exercise their registration rights, it may lower the market price of our common stock, and the existence of these rights may make it more difficult to effect a business combination.

Our initial shareholders are entitled to demand that we register the resale of the securities underlying the 6,325,000 sponsor units they acquired prior to this offering at any time after the date on which their units are released from escrow, which, except in limited circumstances, will occur upon the expiration of 180 days after a business combination is consummated. Furthermore, Navios Holdings is entitled to demand the registration of the securities underlying the sponsor warrants and the underlying 7,600,000 shares of common stock at any time after the consummation of a business combination. In addition, the purchaser of shares of common stock pursuant to the limit orders is entitled to demand that we register the resale of any shares purchased pursuant to such limit orders. If our initial shareholders exercise their registration rights with respect to all of their shares of common stock and warrants, then there will be a substantial amount of additional securities eligible for trading in the public market. The presence of these additional securities eligible for trading in the public market may lower the market price of our common stock. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of the target business, as the shareholders of the target business may be discouraged from entering into a business combination with us or request a higher price for their securities as a result of these registration rights and the potential future effect their exercise may have on the trading market for our common stock.

Our determination of the offering price of our units and of the aggregate amount of proceeds we are raising in this offering was more arbitrary than typically would be the case if we were an operating company rather than an acquisition vehicle.

Prior to this offering, we had no operating history and there was no public market for any of our securities. The public offering price of the units, the terms of the warrants, the aggregate proceeds we are raising, and the amount to be placed in a trust account were the products of a negotiation between the underwriters and us. The factors that were considered in making these determinations included:


	•	the history and prospects of companies whose principal business is the acquisition of other companies;


	•	prior offerings of those companies;


	•	our prospects for acquiring an operating business in the marine transportation and logistics industries;


	•	our capital structure;


	•	an assessment by our management team of the marine transportation and logistics industries and our management team’s experience in identifying acquisition targets and structuring acquisitions;


	•	general conditions of the securities markets at the time of the offering;


	•	the likely competition for acquisition targets; and


	•	the likely number of potential targets.

We expect that an initial public offering of $220,000,000 will enable us to effect an initial business combination for consideration in the general range of $176,000,000 to over $750,000,000, depending on whether any of the consideration is comprised of stock and our ability to finance the business combination with debt financing. Although we have not identified any target business for our initial business combination, we believe that the most likely candidates will be private businesses or operating businesses with a valuation in that range. We believe that businesses that can be purchased for this amount are most likely to be able to operate on a merged basis with us as a stand-alone publicly traded reporting company and to provide us with a large enough platform, in terms of assets and other resources. Although these factors were considered, the determination of our per unit offering price and aggregate proceeds was more arbitrary than typically would be the case if we were an operating company, as is our management’s estimate of the amount needed to fund our operations for the next 24 months since we have no operating history or financial results. In addition, because we have not identified any target businesses, our management’s assessment of the financial requirements

necessary to consummate a business combination may prove to be inaccurate, in which case we may not have sufficient funds to consummate a business combination and we will be forced to either find additional financing or dissolve and liquidate.

There is currently no market for our securities, and a market for our securities may not develop, which could reduce the liquidity and, hence, the prices of our securities.

There is no market for our securities. Therefore, shareholders should be aware that they cannot benefit from information about prior market history as to their decisions to invest, which means they are at further risk if they invest. In addition, the price of the securities, after the offering, can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

The holders of the warrants included in the sponsor units and the sponsor warrants may exercise their warrants even if holders of the warrants purchased in this offering may not be able to exercise their warrants.

Because the warrants included in the sponsor units and the sponsor warrants we will sell to Navios Holdings will be issued pursuant to an exemption from the registration requirements under the federal securities laws, the holders of such warrants will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such sponsor warrants is not current. The holders of the warrants purchased in this offering will not be able to exercise them unless we have an effective registration statement and a current prospectus covering the shares issuable upon their exercise. As a result, the exercise of the warrants included in the sponsor units and the sponsor warrants would have a dilutive effect on the warrants purchased in this offering and could cause the price of our common stock to drop below the exercise price of the warrants and cause the trading price of the warrants to decline or render the warrants worthless.

The New York Stock Exchange may delist our securities from quotation on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We anticipate that our securities will be listed on the New York Stock Exchange, a national securities exchange, upon completion of this offering. We cannot assure you that our securities will be listed and, if listed, will continue to be listed on the New York Stock Exchange in the future, prior to a business combination.

If the New York Stock Exchange delists our securities from trading on its exchange, we could face significant material adverse consequences, including:


	•	a limited availability of market quotations for our securities;


	•	a determination that our common stock is a ‘‘penny stock’’, which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;


	•	a limited amount of news and analyst coverage for our company;


	•	reduced liquidity with respect to our securities; and


	•	a decreased ability to issue additional securities or obtain additional financing in the future.

U.S. tax authorities could treat us as a ‘‘passive foreign investment company,’’ which could have adverse U.S. federal income tax consequences to U.S. holders.

If we are determined to be a passive foreign investment company, or a PFIC, U.S. holders (as defined in the section of this prospectus captioned ‘‘Taxation — United States Federal Income Tax Considerations — U.S. Federal Income Tax Consequences for Holders of Our Shares and Warrants — Tax Consequences If We Are a Passive Foreign Investment Company’’) could be subject to adverse U.S. federal income tax consequences. Specifically, if we are determined to be a PFIC for any taxable year, each U.S. holder may be subject to increased tax liabilities and additional reporting requirements. The determination of whether we are a PFIC will be made on an annual basis and will

depend on the composition of our income and assets. In general, we will be classified as a PFIC for any taxable year in which either (1) at least 75% of our gross income is passive income or (2) at least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. For purposes of these tests, ‘‘passive income’’ generally includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. If we would otherwise be a PFIC in our ‘‘start-up year’’ (defined as the first taxable year we earn gross income), we will not be treated as a PFIC in that taxable year, provided that (i) no predecessor corporation was a PFIC, (ii) it is established to the United States Internal Revenue Service’s satisfaction that we will not be a PFIC in either of the two succeeding taxable years, and (iii) we are not, in fact, a PFIC for either succeeding taxable year. There can be no assurance that we will be able to make the showing required by the United States Internal Revenue Service to satisfy the start-up year exception. We will attempt to conduct our affairs in a manner so that we will not qualify as a PFIC, but we cannot assure you that we will not be treated as a PFIC for U.S. federal income tax purposes as this will depend upon, among other things, the timing of our initial business combination. We urge prospective investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the PFIC rules and our status as a PFIC, see the section of this prospectus captioned ‘‘Taxation — United States Federal Income Tax Considerations — U.S. Federal Income Tax Consequences for Holders of Our Shares and Warrants — Tax Consequences If We Are a Passive Foreign Investment Company.’’

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to consummate a business combination.

If we are deemed to be an investment company under the U.S. Investment Company Act of 1940 (the ‘‘Investment Company Act’’), our activities may be restricted, including:


	•	restrictions on the nature of our investments;


	•	restrictions on the issuance of securities; and


	•	restrictions that may make it difficult for us to consummate a business combination.

In addition, we may have imposed upon us burdensome requirements, including:


	•	registration as an investment company;


	•	adoption of a specific form of corporate structure; and


	•	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested by the trust agent in Treasury Bills issued by the United States with maturity dates of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. By restricting the investment of the proceeds to these instruments, we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities. The trust account and the purchase of government securities for the trust account is intended as a holding place for funds pending the earlier to occur of either: (i) the consummation of our primary business objective, which is a business combination, or (ii) absent a business combination, our dissolution and return of the funds held in this trust account to our public shareholders as part of our plan of dissolution and liquidation. Notwithstanding our belief that we are not required to comply with the requirements of the Investment Company Act, in the event that the shareholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time, we may be considered to be an investment company and thus

required to comply with the Investment Company Act. If we were deemed to be subject to that act, compliance with these additional regulatory burdens would require additional expense for which we have not budgeted.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may cause our public shareholders to have more difficulty in protecting their interests.

Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. For more information with respect to how shareholder rights under Marshall Islands law compares with shareholder rights under Delaware law, please see the section entitled ‘‘Marshall Islands Company Considerations.’’

Because we may acquire a target business located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate.

If we acquire a target business that has sales or operations outside the United States, we could be exposed to risks that negatively impact our future sales or profitability following a business combination, especially if the acquired target business is in a developing country or a country that is not fully market-oriented. If we were to acquire a target business that operates in such a country, our operations might not develop in the same way or at the same rate as might be expected in the United States or another country with an economy similar to the market-oriented economies of member countries that are members of the Organization for Economic Cooperation and Development.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus that are not purely historical may be forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s 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,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘possible,’’ ‘‘potential,’’ ‘‘predicts,’’ ‘‘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 prospectus may include, for example, statements about our:


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


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


	•	executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a business combination, as a result of which they would then receive expense reimbursements and their shares of common stock would become eligible for later release from escrow;


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


	•	limited pool of prospective target businesses;


	•	potential conflicts of interest of our officers and directors;


	•	current and potential future affiliations of our officers and directors with competing businesses;


	•	securities’ ownership being concentrated;


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


	•	risks associated with operating in the marine transportation and logistics industries;


	•	public securities’ limited liquidity and trading, as well as the current lack of a trading market;


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


	•	use of proceeds not held in the trust account or available to us from interest income, net of income taxes, on the trust account balance, and our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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 under the heading ‘‘Risk Factors.’’ 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 and/ or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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USE OF PROCEEDS

We estimate that the net proceeds of this offering and the sale of the sponsor warrants will be as set forth in the following table:


Gross Proceeds	Without Over-Allotment Option Exercised			With Over-Allotment Option Exercised
Offering		$	220,000,000		$	253,000,000
Private placement proceeds			7,600,000			7,600,000
Total Gross Proceeds		$	227,600,000		$	260,600,000
Offering expenses ⁽¹⁾⁽²⁾
Underwriting discount (7% of gross proceeds, of which 3.5% is payable upon completion of this offering and 3.5% is payable upon consummation of our initial business combination)		$	15,400,000		$	17,710,000
Legal fees and expenses			450,000			450,000
Printing and engraving expenses			75,000			75,000
Accounting fees and expenses			60,000			60,000
SEC registration fee			9,943			9,943
FINRA filing fee			25,800			25,800
New York Stock Exchange listing fee			181,500			181,500
Miscellaneous expenses			97,757			97,757
Total offering expenses		$	16,300,000		$	18,610,000
Proceeds after offering expenses		$	211,300,000		$	241,990,000
Net offering proceeds held in trust		$	211,225,000		$	241,915,000
Deferred underwriting discounts and commissions held in trust ⁽³⁾			7,700,000			8,855,000
Total held in trust		$	218,925,000		$	250,770,000
Net offering proceeds not held in the trust account		$	75,000		$	75,000
Working capital-funded from net proceeds not held in trust and interest earned on monies held in the trust account released to us ⁽⁴⁾
Due diligence of prospective target businesses, including fees for market research or consultants used to perform due diligence, if any, and reimbursement of out-of-pocket due diligence expenses incurred by our management team					$	1,000,000
Legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination					$	800,000
Payment for office space, administrative and support services to Navios Holdings ($10,000 per month for up to 24 months) ⁽⁵⁾					$	240,000
Legal and accounting fees relating to SEC reporting obligations					$	100,000
Working capital to cover miscellaneous expenses (potentially including deposits or down payments), director and officer liability insurance premiums, consulting fees and reserves, costs and expenses associated with our liquidation, and other miscellaneous expenses not yet identified ⁽⁶⁾					$	935,000
Total					$	3,075,000

(1)	A portion of the offering expenses, including the SEC registration fee, FINRA filing fee, New York Stock Exchange application fee and legal and accounting fees, have been paid from a $500,000 loan we received from Navios Holdings.

(2)	These are estimates only. Our actual expenses for some or all of these items may differ from the estimates set forth herein.

(3)	Represents 3.5% of the gross proceeds from the sale of the 22,000,000 units in this offering ($7,700,000) and 3.5% of the gross proceeds from the sale of the 3,300,000 units subject to the underwriters’ over-allotment option (an additional

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$1,155,000 for a total of $8,855,000) that will be deposited into the trust account and paid to the underwriters only upon consummation of a business combination and then only with respect to those units as to which the component shares have not been converted. If a business combination is not consummated and we are liquidated, such amounts will be distributed among our public shareholders. In addition, in the event of a business combination, the amount of deferred underwriting compensation payable to the underwriters will be paid from the funds held in the trust account.

(4)

These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.

(5)	Assumes our shareholders have not approved the extended period, as described in this prospectus. If our shareholders approve the extended period, we could incur up to $360,000 ($10,000 per month for up to up to 36 months) for the administrative fee payable to Navios Holdings.

(6)

The miscellaneous fees and expenses may include, without limitation, finder’s fees, consulting fees or other similar compensation, potential deposits, down payments or funding of a ‘‘no-shop’’ provision with respect to a particular business combination), trustee’s fees, annual transfer fees, and dissolution obligations and reserves, if any. The miscellaneous fees and expenses do not, however, include the $50,000 per year fee payable to each of our independent directors, as such fees are payable only after we have consummated our initial business combination. If we consummate our initial business combination two years from the date of this prospectus, an aggregate fee of $150,000 will be payable to our independent directors.

Proceeds of $218,925,000 (or $250,770,000 if the underwriters’ over-allotment option is fully exercised) from the offering, including the private placement of 7,600,000 of our sponsor warrants to purchase common stock ($7,600,000 in the aggregate), will be placed in a trust account maintained by Continental Stock Transfer & Trust Company as trustee. The amount of proceeds from this offering also includes $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is fully exercised) of deferred underwriting discounts and commissions payable to the underwriter in the offering. Our agreement with the trustee requires that the trustee will invest and reinvest the proceeds in the trust account only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting the conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Except with respect to interest income that may be released to us of (i) up to $3,000,000 to fund working capital requirements and (ii) any additional amounts needed to pay our income and other tax obligations, the proceeds will not be released from the trust account until the earlier of the consummation of our initial business combination or a liquidation, or for payments with respect to shares of common stock converted in connection with the vote to approve a business combination or an extended period. The proceeds held in the trust account may be used as consideration to pay sellers of a target business with which we consummate our initial business combination. Any amounts not paid as consideration to the sellers of the target business (excluding taxes and amounts permitted to be disbursed for expenses as well as the amount held in the trust account representing deferred underwriting discounts and commissions), may be used to finance operations of the target business.

We intend to use net proceeds not held in the trust account and up to $3,000,000 of the interest income earned on the trust account (net of taxes payable) for payment of expenses related to office space and administrative services ($240,000) and legal and accounting fees associated with SEC reporting obligations ($100,000), legal, accounting and other non-due diligence expenses, including structuring and negotiating a business combination ($800,000) with the balance of $935,000 being held in reserve for director and officer liability insurance premiums and other expenses of structuring and negotiating business combinations. We have also reserved approximately $1,000,000 for reimbursement of expenses incurred in connection with conducting due diligence reviews of prospective target businesses. We expect that due diligence of prospective target businesses will be performed by some or all of our officers and directors and may include engaging market research and valuation firms, as well as other third party consultants. None of our officers or directors will receive any compensation for their due diligence efforts, other than reimbursement of any out-of-pocket expenses they may incur on our behalf while performing due diligence of prospective target businesses. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account and interest income, net of income taxes, of up to $3,000,000 that may be released to us from the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. In addition, we may opt to make a down payment or pay exclusivity or similar fees in connection with structuring and negotiating a business combination. We have not reserved any

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specific amounts for such payments or fees, which may have the effect of reducing the available proceeds not deposited in the trust account for payment of our ongoing expenses and reimbursement of out-of-pocket expenses incurred on our behalf. To the extent the size of the offering is increased or decreased, the amount of interest we may withdraw from the trust account could change proportionately.

Navios Holdings has loaned us a total of $500,000 for the payment of offering expenses. This loan will be payable on the earlier of March 31, 2009 or the completion of this offering. This loan will be repaid out of the proceeds used to pay the offering expenses.

The net proceeds of this offering that are not held in the trust account and not immediately required for the purposes set forth above will be invested only in United States ‘‘government securities,’’ defined as any Treasury Bills 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 so that we are not deemed to be an investment company under the Investment Company Act. Notwithstanding our belief that we are not required to comply with the requirements of such act, in the event that the shareholders do not approve a plan of dissolution and liquidation and the funds remain in the trust account for an indeterminable amount of time, we may be considered to be an investment company and, thus, required to comply with such act.

According to the Federal Reserve Statistical Release, referencing historical interest rate data that appears on the Federal Reserve website, U.S. Treasury Bills with four-week, three-month and six-month maturities were yielding, in secondary markets as of June 6, 2008, 1.72%, 1.81% and 1.95%, respectively. While we cannot assure you the balance of the trust account will be invested to yield these rates, we believe such rates are representative of those we may receive on the balance of the trust account. Interest income, net of income taxes payable on such interest, of up to $3,000,000 on the trust account balance is releasable to us from the trust account to fund a portion of our working capital requirements. Following completion of this offering, we believe the funds available to us outside of the trust account, together with interest income, net of income taxes on such interest, of up to $3,000,000 on the balance of the trust account to be released to us for working capital requirements, will be sufficient to allow us to operate for at least the next 36 months, assuming a business combination is not consummated during that time.

No compensation of any kind, including finder’s and consulting fees, will be paid to any of our directors, officers or any of their affiliates, other than the payment of $10,000 per month to Navios Holdings in connection with the general and administrative services arrangement for services rendered to us prior to or in connection with the business combination. However, our directors, officers and Navios Holdings will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as participating in the offering process, identifying target businesses and performing due diligence on suitable business combinations. In addition, our independent directors will be entitled to receive $50,000 in cash per year, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. Since the role of management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business.

A public shareholder will be entitled to receive funds from the trust account (including interest earned there on, net of taxes and amounts permitted to be disbursed for working capital purposes) only upon (i) liquidation of the trust account as part of our liquidation on our failure to consummate a business combination, (ii) if such public shareholder converts their shares of common stock into cash in connection with a business combination that the public shareholder voted against and which we actually consummate, or (iii) in connection with the extended period that the public shareholder voted against and that is approved. In no other circumstances will a public shareholder have any right or interest of any kind to or in the trust account.

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Upon consummation of any business combination, the underwriters will be entitled to receive deferred underwriting discounts and commissions held in the trust account excluding any accrued interest thereon. If we are unable to consummate a business combination and the trustee is forced to liquidate the trust account, the underwriters have agreed that the proceeds attributable to deferred underwriting discounts and commissions will be distributed on a pro-rata basis among the public shareholders along with any accrued interest thereon.

DIVIDEND POLICY

We have not paid any dividends on our common stock to date and will not pay cash dividends before the consummation of a business combination. After we consummate any business combination the payment of dividends will depend on our revenue and earnings, if any, capital requirements and general financial condition. The payment of dividends after a business combination will be within the discretion of our then-board of directors.

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CAPITALIZATION

The following table sets forth our capitalization at March 31, 2008, and as adjusted to give effect to the sale of our units in this offering and the sponsor warrants and the application of the estimated net proceeds derived from the sale of such securities:


	March 31, 2008
	Actual				As Adjusted
	(restated)
Note payable to affiliate		$	500,000			$	—
Underwriters’ fee payable		$	—			$	7,700,000
Common stock, $0.0001 par value, 0 shares and 8,799,999 shares which are subject to possible conversion, shares at conversion value ⁽¹⁾			—			$	87,559,990
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000,000 shares of preferred stock authorized; none issued or outstanding, actual and as adjusted			—				—
Common stock, $0.0001 par value, 100,000,000 shares authorized; 6,325,000 shares issued and outstanding ⁽²⁾ ; 27,500,001 shares issued and outstanding (excluding 8,799,999 shares subject to possible conversion), as adjusted			633				1,870	⁽⁴ ⁾
Additional paid-in-capital ⁽³⁾			24,367				123,763,140
Deficit accumulated during the development stage			(6,222	)			(6,222	)
Total shareholders’ equity			18,778				123,758,788
Total capitalization			518,778				219,018,778

(1)

If the extended period is approved or we consummate our initial business combination, the conversion rights afforded to our public shareholders, other than our initial shareholders, may result in the conversion into cash of up to approximately 39.99% of the aggregate number of shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially, approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full), of which $0.35 is attributable to each share of common stock that our public shareholders elect to convert in connection with our initial business combination), before payment of deferred underwriting discounts and commissions subject to forfeiture and including accrued interest and net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income (net of income taxes) previously released to us for working capital requirements, as of two business days prior to the proposed consummation of a business combination or vote on the extended period of our initial business combination, divided by the number of shares sold in this offering.

(2)	Of these shares, 825,000 held by Navios Holdings are subject to forfeiture if and to the extent the over-allotment option is not fully exercised by the underwriters. In addition, the shares issued also reflect a forfeiture of 2,300,000 shares as at June 16, 2008.

(3)	The as adjusted column includes proceeds of $7,600,000 payable simultaneously with the completion of this offering from the purchase of the sponsor warrants.

(4)	Assumes that the underwriters’ over-allotment option is not fully exercised and that 825,000 shares of common stock included in the sponsor units held by Navios Holdings have therefore been forfeited.

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DILUTION

The difference between the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units, and the pro forma net tangible book value per share of our common stock after this offering and the private placement constitutes the dilution to investors in this offering. Holders of our common stock will experience additional dilution upon the exercise of our outstanding warrants. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be redeemed for cash), by the number of outstanding shares of our common stock.

At March 31, 2008, our net tangible book value was a deficiency of $55,184 or approximately $(0.01) per share of common stock. After giving effect to the sale of 22,000,000 shares of common stock included in the units to be sold in this offering and the deduction of underwriting discounts and commissions and estimated expenses of this offering and the private placement, our pro forma net tangible book value (as decreased by the value of 8,799,999 shares of common stock which may be converted to cash) at March 31, 2008 would have been approximately $123,758,788, or $6.62 per share, representing an immediate increase in net tangible book value of $6.63 per share to the initial shareholders and an immediate dilution of $3.38 per share, or approximately 33.8%, to new investors not exercising their conversion rights.

The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the units:


Public offering price				$	10.00
Net tangible book value before this offering ⁽¹⁾	$	(0.01	)
Increase attributable to new investors from this offering	$	6.63
Pro forma net tangible book value after this offering				$	6.62
Dilution to new investors				$	3.38

(1)	Based on 6,325,000 shares.

Our pro forma net tangible book value after this offering is approximately $87,559,990 less than it otherwise would have been because, if we effect a business combination, the conversion rights of our public shareholders, other than our initial shareholders, may result in the conversion into cash of up to approximately 39.99% of the aggregate number of the shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially, approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full)), before payment of deferred underwriting discounts and commissions and including accrued interest and net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income (net of income taxes) previously released to us for working capital requirements, as of two business days prior to the consummation of the proposed business combination, divided by the number of shares sold in this offering.

The following table sets forth information with respect to our initial shareholders prior to and after the private placement and the new investors:


	Shares Purchased						Consideration						Average Price Per Share
	Number			Percentage			Amount			Percentage			Average Price Per Share
Initial shareholders		5,500,000	⁽¹ ⁾		20.0	%		$	25,000		0.01	%		$	0.0045
New investors		22,000,000			80.0	%		$	220,000,000		99.99	%		$	10.000
Total		27,500,000			100.0	%		$	220,025,000		100.00	%

(1)	Assumes the over-allotment option has not been exercised and an aggregate of 825,000 sponsor units held by Navios Holdings have been forfeited.

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The pro forma net tangible book value after the offering is calculated as follows:


Numerator:
Net tangible book value before this offering and private placement	$	(55,184	)
Net proceeds from this offering and the sale of sponsor warrants	$	219,000,000
Offering costs incurred in advance and excluded from net tangible book value before this offering	$	73,962
Less: Deferred underwriting discounts and commissions	$	(7,700,000	)
Less: Proceeds from this offering and sale of sponsor warrants held in trust subject to conversion to cash (8,799,999 x $9.95)	$	(87,559,990	)
	$	123,758,788
Denominator:
Shares of common stock outstanding prior to this offering ⁽¹⁾		5,500,000
Shares of common stock included in the units offered		22,000,000
Less: Shares subject to conversion (22,000,000 × 39.99%)		(8,799,999	)
		18,700,001

(1)	Assumes the over-allotment option has not been fully exercised and an aggregate of 825,000 shares of common stock held by Navios Holdings have been forfeited as a result thereof.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

We were formed on March 14, 2008 as a blank check company for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector. We do not have any specific merger, capital stock exchange, asset acquisition, stock purchase or other business combination transaction under consideration and neither we nor any representative acting on our behalf have had any contacts or discussions with any target business with respect to such a transaction. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, to effect a business combination.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through this offering and the private placement that will occur simultaneously with the completion of this offering. Following this offering, we will not generate any operating revenues until after consummation of a business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. Immediately after the offering, we will begin paying monthly fees of $10,000 per month to Navios Holdings, and expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the completion of the private placement and this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied to date through receipt of $25,000 in unit subscriptions from our initial shareholders and a loan of $500,000 from our sponsor, both of which are fully described below.

We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $900,000 and underwriting discounts and commissions of approximately $15,400,000 (or $17,710,000, if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the sponsor warrants for a purchase price of $7,600,000, will be approximately $211,300,000 (or $241,990,000, if the underwriters’ over-allotment option is exercised in full). Of this amount, $211,225,000 (or $241,915,000, if the underwriters’ over-allotment option is exercised in full), will be held in the trust account. The remaining $75,000 will not be held in the trust account. An additional amount equal to 3.5% of the gross proceeds of this offering, or $7,700,000 ($8,855,000, if the underwriters’ over-allotment option is exercised in full), also will be held in the trust account and used to pay the underwriters a deferred underwriting discount and commission (or paid to public shareholders who elect to convert their common stock in connection with our initial business combination or the extended period, as applicable) upon the consummation of our initial business combination, and will not be available for our use to acquire a target business. We expect that most of the proceeds held in the trust account will be used to pay the sellers of a target business with which we ultimately consummate a business combination. We will use substantially all of the net proceeds of this offering not held in the trust account to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

We believe that, upon completion of this offering and the private placement, the funds available to us outside of the trust account, together with interest income, net of income taxes on such interest, of up to $3,000,000 on the balance of the trust account that may be released to us for working capital

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requirements, will be sufficient to allow us to operate for at least the next 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus), assuming that a business combination is not consummated during that time. Over this time period, we anticipate making the following expenditures:


	•	approximately $800,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiation of a business combination;


	•	approximately $1,000,000 of expenses for the due diligence and investigation of a target business;


	•	approximately $100,000 of expenses in legal and accounting fees relating to our Securities and Exchange Commission reporting obligations;


	•	approximately $240,000 ($10,000 per month for 24 months, which amount may increase to up to $360,000, or $10,000 per month for up to 36 months, if extended pursuant to a shareholder vote as described in this prospectus) of expenses in fees relating to our office space and certain general and administrative services; and


	•	approximately $935,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $300,000 for director and officer liability insurance premiums, finder’s fees, consulting fees or other similar compensation, potential deposits, down payments or funding of a ‘‘no-shop’’ provision with respect to a particular business combination.

We do not believe we will need additional financing following this offering to meet the expenditures required for operating our business prior to our initial business combination. However, we are relying on the trust account interest, in an amount of up to $3,000,000, earned on the trust account balance to fund such expenditures and to the extent that the interest earned is below our expectation, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we will need to obtain additional financing to the extent such financing is required to consummate our initial business combination or the extended period, as the case may be, or because we become obligated to convert into cash a significant number of shares from dissenting shareholders, in which case we may issue additional securities or incur debt in connection with such business combination. Following a business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Related Party Transactions

Prior to the consummation of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination and (2) 60 days after the termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule

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10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. Ms. Frangou or her affiliate will agree that she or it will not sell or transfer any shares of common stock purchased by she or it pursuant to the limit order agreement until 180 days after the date of the consummation of our initial business combination.

Ms. Frangou has agreed that she or her affiliate will vote all such shares (1) in favor of our initial business combination and (2) in favor of an amendment to our amended and restated certificate of incorporation to provide for an extension of our corporate existence to up to 36 months from the date of this prospectus in the event we have entered into a definitive agreement relating to, but have not yet consummated, our initial business combination. Our sponsor, executive officers and directors will participate in any liquidation distributions with respect to any shares of common stock purchased by them in this offering or in the aftermarket, including shares purchased pursuant to such limit orders, in the event we fail to consummate an initial business combination. Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These co-investment shares to be purchased by Ms. Frangou or her affiliate will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

Navios Holdings has agreed to purchase 7,600,000 sponsor warrants from us at a price of $1.00 per warrant ($7,600,000 in the aggregate) in a private placement that will occur simultaneously with the completion of this offering. Angeliki Frangou, our Chief Executive Officer and Chairman of our board of directors, owns 21.9% of Navios Holdings. The proceeds from the private placement will be added to the proceeds of this offering and placed in a trust account maintained by Continental Stock Transfer and Trust Company, as trustee. If we do not consummate a business combination within 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the sponsor warrants will be part of the liquidating distribution to our public shareholders and the sponsor warrants will expire worthless.

The sponsor warrants are identical to the warrants included in the units sold in this offering, except that: (i) the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination; (ii) the sponsor warrants may be exercised on a cashless basis; (iii) the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees, and (iv) none of the sponsor warrants to be purchased by Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.

In addition, commencing on the date following consummation of a business combination, the sponsor units, the shares of common stock and warrants underlying the sponsor units, the sponsor warrants and the shares of common stock underlying the sponsor warrants, the co-investment shares and any shares of common stock purchased pursuant to the limit orders are entitled to registration rights pursuant to the registration rights agreement to be entered into on or before the date of this prospectus in connection with the private placement.

Navios Holdings has loaned to us a total of $500,000 for the payment of offering expenses. This loan, will be payable on the earlier of March 31, 2009 or the completion of this offering. This loan will be repaid out of the proceeds used to pay the offering expenses.

Controls and Procedures

We do not currently, and are not required to, maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act of 2002. We may be required to comply with the

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internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2009. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal control. We expect that we will assess the internal controls of our target business preceding the consummation of a business combination and will then implement a schedule for implementation and testing of such additional controls as we may determine are required to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of its internal controls. Many small and mid-sized target businesses we consider for a business combination may have internal controls that need significant improvement in areas such as:


	•	staffing for financial, accounting and external reporting areas, including segregation of duties;


	•	reconciliation of accounts;


	•	proper recordation of expenses and liabilities in the period to which they relate;


	•	proof of internal review and approval of accounting items;


	•	documentation of key accounting assumptions, estimates and/or conclusions; and


	•	documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financial reporting. Once our management’s report on internal controls is complete, we will retain our independent auditors to assess management’s report on internal controls and to render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. Additional matters concerning a target business’s internal controls may be identified in the future when the assessment and testing is performed.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering, including amounts in the trust account, will be invested in U.S. government treasury bills with 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. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 31, 2008, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus, as we have conducted no operations to date.

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PROPOSED BUSINESS

General

Business Strategy


	•	Fundamentally strong business. We will seek to acquire a business that operates within a sector that has strong fundamentals, looking at factors such as growth prospects, competitive dynamics, level of consolidation, need for capital investment and barriers to entry. We will seek to acquire a fundamentally strong business that may have been mismanaged or undermanaged. For example, we will focus on businesses that have demonstrable advantages when compared to their competitors, which may help to protect profitability or deliver strong free cash flow under multiple market conditions.


	•	Potential for increased profitability or strong free cash flow generation. We will seek to acquire a business that has the potential to improve profitability significantly either through improvement to the balance sheet, improvement to operations, or via adding new management. We may also seek to acquire a business that has the potential to generate strong and stable free cash flow. We will focus on businesses that have known working capital and capital expenditure requirements. We may also seek to leverage this cash flow prudently to enhance shareholder value.


	•	Reduced expenses. We will search for a business with the potential to reduce operating expenses through, among other things, improved technical or commercial management, increased efficiencies from improved operations or asset mix, or via adoption of next generation technology.


	•	Expansion opportunities. We will search for a business with opportunities to expand its businesses into related areas by, among other things, making strategic acquisitions in new businesses or adopting innovative marketing practices, repositioning itself to attract new customers, and optimizing global expansion opportunities.

Competitive Strengths

We believe that we have the following competitive strengths:

Operating expertise

Our management team has over 50 years of experience owning, operating and growing successful businesses within the marine transportation and logistics industries. This experience includes all

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aspects of the business, including commercial and technical management, operations, engineering and finance. The management team’s experience also includes identifying acquisition targets and realizing value from assets and businesses in different business cycles and sectors within the marine transportation and logistics industries.

Brand Name

Track record

Unique platform for deal generation

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experience and extensive contacts in the marine transportation and logistics industries increases our ability to identify investment opportunities, conduct effective due diligence on potential target companies and to ultimately operate a business in our targeted marine transportation and logistics sectors.

Intense focus on operational due diligence

Status as a public company

Financial position

With funds available initially in the amount of approximately $211,225,000 (net of proceeds held in trust), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate a business combination using our cash, debt or equity securities, or a combination of the foregoing, we should have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its specific needs. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Our Relationship with Navios Holdings and Navios Partners

While our efforts in identifying a prospective target business will not be limited to a particular sector within the marine transportation and logistics industries, we initially intend to focus our search for target businesses primarily in the marine transportation and logistics industries outside of the drybulk shipping sector. We believe that by so focusing our search for target businesses, we can capitalize on the management and advisory resources of Navios Holdings in the maritime industry while taking advantage of opportunities that are not within the existing business strategies of either Navios Holdings or Navios Partners. We believe our strategy of pursuing target businesses primarily outside of the drybulk shipping sector will distinguish us from the strategies of our affiliates, which are focused on the drybulk shipping sector as follows:


	•	Navios Holdings. Navios Holdings is a global and vertically integrated seaborne shipping company that specializes in a wide range of drybulk commodities, including iron ore, coal,

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		and grain. Although Navios Holdings derives a small portion of its revenue from its logistics operations, most of Navios Holdings’ revenue and net income are from vessel operations, which are virtually exclusively in the drybulk shipping sector. Navios Holdings’ policy for vessel operations has led Navios Holdings to time charter-out many of its vessels for short- to medium-term charters.


	•	Navios Partners. Navios Partners was formed in 2007 to specialize in operating Capesize or Panamax drybulk vessels that are chartered out for a minimum of three years. The Navios Partners fleet currently consists of seven active Panamax vessels and one modern Capesize vessel. All of Navios Partners’ current vessels operate under long-term charters-out with an average length of approximately 5.2 years. Navios Partners has also contracted for the delivery on July 1, 2008 of an additional owned Panamax vessel from Navios Holdings and one newbuild Capesize vessel that it has agreed to purchase from Navios Holdings upon delivery in 2009. All of Navios Partners’ vessels are currently managed by Navios ShipManagement.

Upon a change of control of Navios Holdings or Navios Partners, the noncompetition and right of first offer provisions of the omnibus agreement, and hence our obligations thereunder, will terminate within a specified period of time after such change in control. Our obligations under the omnibus agreement will also be terminated whenever we are deemed to no longer be a controlled affiliate of Navios Holdings.


	•	We will have the first opportunity to consider any business opportunities outside of the drybulk shipping sector.


	•	Navios Holdings will have the first opportunity to consider any business opportunities within the drybulk shipping sector, with the exception of any Panamax or Capesize drybulk carrier under charter for three or more years it might own.


	•	Navios Partners has the first opportunity to consider an acquisition opportunity relating to any Panamax or Capesize drybulk carrier under charter for three or more years.

Overview of the Marine Transportation and Marine Logistics Industries

The following is an overview of the marine transportation and marine logistics industries.

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Marine Transportation

We will be looking to acquire a target business in the marine transportation sector. Marine transportation involves, but is not limited to, the following:

Container Sector

Container vessels transport finished goods that are shipped in containers. A container is an internationally standardized packing box for transport of cargo by road, rail or sea. The different sizes of containers have been fixed by the International Organization of Standardization. The twenty-foot container is the basic unit (referred to as TEU, or Twenty-foot Equivalent Units), which is 20 feet in length and can be loaded with 15 to 20 tons of cargo. The other standard size container is forty feet in length, and is designated as a Forty-foot Equivalent Unit, or FEU. Such a container can carry up to 30 tons of cargo.

Container vessels are sized according to the number of containers that they can carry and whether the vessels can traverse the Panama Canal or Suez Canal. The four major container vessel categories, with reference to size, from smallest to largest, are as follows:


	•	Panamax: Container vessels with cargo capacity typically from 2,500 up to approximately 5,000 TEU. They are constructed as the largest vessels capable of fitting through the Panama Canal (in terms of breadth and length).


	•	Post-Panamax: Container vessels with cargo capacity typically from 4,500 up to approximately 10,000 TEU.


	•	Suezmax: Container vessels with cargo capacity typically of 10,000 -12,000 TEU. They are constructed as the largest vessels capable of fitting through the Suez Canal (both in terms of breadth and draft, or the maximum depth below a vessel’s waterline).


	•	Post-Suezmax, or Malaccamax: These container vessels are currently in the design stage and are expected to exceed a capacity of 12,000 TEU. They will also be designed to travel through the Strait of Malacca, which is currently limited due to its draft restrictions.

In addition, container ships called ‘‘ro-ro’s’’ (for roll-on, roll-off), which are equipped with shore-based ramp systems for loading and unloading, are used to ship containers. Ro-ro’s are usually associated with shorter trade routes, as they are unable to carry the volume of crane-based container vessels. However, due to their flexibility and high speed, ro-ro’s are frequently used in today’s container markets. Various types of ro-ro vessels include ferries, cruise ferries and barges. A true ro-ro’s ramps can serve all of the vessel’s decks; otherwise, it is a hybrid vessel. New automobiles that are transported by ship around the world are often moved on a large type of ro-ro called a Pure Car Carrier (PCC) or Pure Car Truck Carrier (PCTC).

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

Tanker Sector

The world tanker fleet is divided into two primary categories, crude oil and product tankers. Tanker charterers of wet cargoes will typically charter the appropriate sized tanker based on the length of journey, cargo size and port and canal restrictions. Crude oil tankers are typically larger than product tankers. The major tanker categories with reference to size are:


	•	Very Large Crude Carriers, or VLCCs: Tanker vessels that are used to transport crude oil with cargo capacity typically 200,000 to 320,000 dwt that are more than 300 meters in length. VLCCs are highly automated and their advanced computer systems allow for a minimal crew. The majority of the world’s crude oil is transported via VLCCs.


	•	Suezmax: Tanker vessels with cargo capacity typically 120,000 to 200,000 dwt. These vessels are used in some of the fastest growing oil producing regions of the world, including oil coming from the Caspian Sea and West Africa. Suezmax tankers are the largest ships able to transit the Suez Canal with a full payload and are capable of both long and short haul voyages.

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	•	Aframax: Tanker vessels with cargo capacity typically 80,000 to 120,000 dwt. These tankers carry crude oil and serve various trade routes from short to medium distances, for example, from the North Sea to Western Europe, to the Baltic Sea and to East Coast of the United States. These vessels are able to enter a larger number of ports throughout the world as compared to the larger crude oil tankers.


	•	Panamax: Tanker vessels with a cargo capacity typically between 60,000 and 100,000 dwt. Panamax vessels are used for various long distance trade routes, including those that traverse through the Panama Canal.


	•	Handymax: Versatile vessels that are dispersed in various geographic locations throughout the world. Handymax vessels typically have cargo capacity of 35,000 to 60,000 dwt.


	•	Handysize: Smaller tanker vessels with cargo capacity up to 35,000 dwt. These vessels are used mainly for regional voyages, are extremely versatile and can be used in smaller ports that lack infrastructure.

Product. As opposed to crude oil tankers, which are usually larger, product tankers typically have cargo capacities of less than 80,000 dwt. Product tankers are capable of carrying refined petroleum products, such as fuel oils, gasoline and jet fuel, as well as various edible oils, such as vegetable and palm oil. Chemicals, including ethanol and biofuels are carried in the smaller sizes of these vessels.

Chemical. Chemical tankers are specialized product tankers designed to transport chemicals in bulk. Ocean-going chemical tankers generally range from 5,000 to 40,000 dwt in size, which is considerably smaller than the average size of other tanker types due to the specialized nature of their cargoes and the size restrictions of the port terminals where they call to load and discharge. Chemical tankers normally have a series of separate cargo tanks that are either coated with specialized coatings such as phenolic epoxy or zinc paint, or made from stainless steel. The coating or cargo tank material determines what types of cargo a particular tank can carry; stainless steel tanks are required for aggressive acid cargoes such as sulphuric and phosphoric acid, while ‘‘easier’’ cargoes, for example, vegetable oil, can be carried in epoxy coated tanks. Chemical tankers often have a system for tank heating in order to maintain the viscosity of certain cargoes. This system typically consists of a boiler that pumps pressurized steam through heating coils to transfer heat into the cargo and circulate tank contents by convection. Cargo tanks are completely separated and can be loaded and emptied fully independently of the other cargo tanks. This enables a single tanker to load, transport and discharge separately a variety of chemicals.

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

LNG Carrier Sector

LNG carriers transport liquefied natural gases, or LNG, internationally between liquefaction facilities and import terminals. After natural gas is transported by pipeline from production fields to a liquefaction facility, it is supercooled to a temperature of approximately negative 260 degrees Fahrenheit. This process reduces its volume to approximately 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by vessels over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to meet their demand for natural gas. LNG carriers include a sophisticated containment system that holds and insulates the LNG so it maintains its liquid form. The LNG is transported overseas in specially built tanks on double-hulled ships to a receiving terminal, where it is offloaded and stored in heavily insulated tanks. In regasification facilities at the receiving terminal, the LNG is returned to its gaseous state (or regasified) and then shipped by pipeline for distribution to natural gas customers.

The LNG market includes private and state-controlled energy and utilities companies that generally operate captive fleets and independent ship owners and operators. Many major energy companies compete directly with independent owners by transporting LNG for third parties in

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addition to their own LNG. Given the complex, long-term nature of LNG projects, major energy companies historically have transported LNG through their captive fleets. However, independent fleet operators have been obtaining an increasing percentage of charters for new or expanded LNG projects as major energy companies have continued to divest their non-core businesses.

LPG Carrier Sector

LPG carriers are vessels that can transport liquid petroleum and petrochemical gases, as well as ammonia. Liquid petroleum gases, or LPG, are produced as a byproduct of crude oil refining and natural gas production, and are used primarily as fuel for transportation, residential and commercial heating and cooking, and as a feedstock for the production of petrochemicals. Petrochemical gases are used in the production of a vast array of chemicals and new production technologies that allow plastic to displace metal, cotton, wood and other materials in an increasing number of end-user products. LPG products are divided into three categories:


	•	Liquid petroleum gases, consisting mainly of butane and propane, are carried in fully-pressurized vessels. These gases are used for cooking, as fuel for cars, as fuel in refineries, as chemical feedstock for industrial and fuel at power plants and gas utilities.


	•	Petrochemical gases that are traded as butadiene, propylene and vinyl chloride monomer, and ethylene, which are carried in semi-refrigerated ships, since they require refrigeration to minus 104 degrees Celsius to be transported in liquefied form. These petrochemical gases are primarily used in the plastics manufacturing industry.


	•	Ammonia, which is carried in fully-refrigerated vessels, is mainly used in the fertilizer industry and as a feedstock in the petrochemical industry.

There are three main types of LPG carriers classified based on method of liquefaction:


	•	Fully-pressurized carriers. These carriers liquefy their cargoes at ambient temperatures under high pressure of up to 17 bar (kg/cm2), are generally small vessels of under 8,000 cubic meters, or cbm. The majority of these vessels are less than 5,000 cbm.


	•	Semi-refrigerated carriers. These carriers liquefy their cargoes under a combination of pressure and refrigeration to temperatures down to minus 48 degrees Celsius and pressure up to 9 bar (kg/cm2). Certain semi-refrigerated carriers with gas plants are able to cool cargoes further to minus 104 degrees Celsius and are referred to as ethylene carriers. The majority of these vessels are less than 20,000 cbm.


	•	Fully-refrigerated carriers. These carriers can liquefy their cargoes at or under their boiling temperatures down to approximately minus 48 degrees Celsius at atmospheric pressure with onboard compressors. These vessels are typically 22,000 cbm and larger and also carry clean petroleum products such as naphtha.

Drybulk Shipping Sector

Drybulk vessels are used to transport commodities such as iron ore, minerals, grains, forest products, fertilizers, coking and steam coal. The drybulk shipping sector can be divided into four major vessel categories with reference to size. We may explore acquisitions of a target business that is focused on these segments of the drybulk shipping sector, including:


	•	Capesize: The largest of the drybulk carrier vessels, with typical cargo capacity over 100,000 deadweight tons, or dwt. Capesize vessels are used primarily for one-way voyages with cargoes consisting of iron ore and coal.


	•	Panamax: The second largest of the drybulk vessels, with cargo capacity typically between 60,000 and 100,000 dwt. Panamax vessels are used for various long distance trade routes, including those that traverse through the Panama Canal.


	•	Handymax: Versatile vessels that are dispersed in various geographic locations throughout the world. Handymax vessels typically have cargo capacity of 35,000 to 60,000 dwt, and are primarily used to transport grains, forest products and fertilizers.

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	•	Handysize: The smallest of the drybulk carrier vessels with cargo capacity up to 35,000 dwt. These vessels are used mainly for regional voyages, are extremely versatile and can be used in smaller ports that lack infrastructure.

Prices for individual vessels vary widely depending on the type, quality, age and expected future earnings.

Marine Logistics

We may also be looking to acquire a target business in the marine logistics sector. Marine logistics involves, but is not limited to, the following:

Port, Storage and Terminal Operations

These are service businesses related to marine cargo handling from the time cargo, for or from a vessel, arrives at shipside, dock, pier, terminal, staging area, or in-transit area until cargo loading or unloading operations are completed. These businesses are engaged in, among other activities, the development of the infrastructure of ports and specialized private berths, warehousing, logistic services and regulatory matters, including compliance with customs formalities.

River Barge Operations

These companies own river barges and pushboats to transport cargos across major river trading routes globally. The cargoes transported would include but not be limited to the following:

Liquid Cargo


	•	Hydrocarbons (Crude oil, gas oil, naphtas, fuel oil, JP1, etc.)


	•	Vegetable oils

Liquefied Cargo


	•	Liquefied Petroleum Gas (LPG)

Dry Cargo


	•	Cereals (cotton pellets, soy bean, wheat, etc.)


	•	Limestone (clinker)


	•	Mineral iron


	•	Rolling stones


	•	General Cargo – Containers – Special cargoes

Specialized Vessels Operations

These include fuel bunkers, supply vessels, service vessels and anchor handlers that perform various functions related to the supply and maintenance of offshore oil rigs. Also included are multipurpose vessels with heavy gear capacity to service containers and specialty cargoes such as for shipyards, oil refineries, modification requirements and the full range of steel products.

Offshore Supply Operations

These companies provide critical logistic and transportation services for offshore petroleum exploration and production companies. Typical opportunities in the offshore supply business would include companies/assets providing delivery of drilling supplies, fuels, water and food, movement of personnel, towing rigs to and from different locations, providing safety, emergency response and other general support functions for offshore construction projects.

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Management Sector

Instead of acquiring a target business owning or operating vessels, we may seek to acquire service businesses engaged in, among other activities, operational management, brokerage, maintenance and technical support. Service businesses we may seek to acquire would typically be engaged in:


	•	Technical management services, such as crew retention and training, maintenance, repair, capital expenditures, drydocking, payment of vessel tonnage tax, maintaining insurance and other vessel operating activities; or


	•	Commercial management services, such as finding employment for vessels, vessel acquisition and disposition, freight and charter hire collection, accounts control, appointment of agents, bunkering and cargo claims handling and settlements.

We may also seek to acquire a target business actively engaged in the contract of affreightment, or COA, market. A COA is a service contract under which a vessel owner agrees to transport multiple cargoes, at a specified rate per ton, between designated loading and discharge ports. A COA does not designate any particular vessel but does require a specified amount of cargo to be carried during the term of the COA, which usually spans a number of months or years. A COA arrangement also provides flexibility in that both the contract and the cargo may also be re-let to other parties, allowing the COA holder effectively to ‘‘trade’’ its paper contract as well as the cargo subject to such contract.

Information that may be contained in the proxy statement

To the extent that we acquire one or more vessels, it is highly likely that the proxy statement that we would send to shareholders would not contain audited historical financial information with respect to the vessels and, therefore, shareholders voting on a proposed transaction would not have access to audited or unaudited financial information with respect to the vessels. The reason that we may not provide audited historical information is because the business combination would be viewed as an acquisition of assets, such as one or more vessels, instead of an acquisition of a business. It is consistent with shipping industry precedent that audited historical financials would not be required, because typically the acquiring company would not have access to such information. However, whether an acquisition is actually deemed to be that of assets (instead of a business) is based on an analysis of the facts and circumstances involved, taking to consideration a number of variables that generally would reflect upon whether there is sufficient continuity of the acquired entity’s operations prior to and after the acquisition so that the disclosure of the historical information is material to the understanding of future operations. Some of these factors would include whether new charter agreements will be entered into, if the vessel’s flag will change, or whether existing crew will continue and if so under pre-existing or new contracts. We are unable to predict the facts and circumstances surrounding any possible future acquisition of vessels (whether the acquisition will be structured as an acquisition of assets or an operating business), and accordingly cannot provide assurances with respect to the provision of audited historical financial information.

We intend to determine the value of vessels we may acquire by examining historical records of the vessels, conducting an on-site technical analysis of the vessels and a physical inspection of the vessels. In addition, we will review recent purchase and sale transactions of similar vessels and examine such transactions based on size, class and type of vessels.

To the extent that financial information is not available with respect to vessels we may acquire, we expect to evaluate the fair value of the assets, based on the advice of our ship broker and financial advisors, consistent with industry practice. Under current industry practice, a ship broker or financial

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advisor would estimate a vessel’s value based upon recent purchases and sale transactions of similar vessels taking into account adjustments based on size, class and type of vessel, and other factors which, in the opinion of the valuation expert or financial advisor, is necessary at the time of valuation. Such valuation would factor in, among other things, the revenue stream generated from ongoing charter arrangements, to the extent that the vessels have any charter arrangements that will continue after the business combination, and future forward rates, as quoted on the International Maritime Exchange (Imarex).

Government regulations

Government regulations significantly affect the ownership and operation of vessels. These regulations include international conventions and national, state, and local laws and regulations in the countries in which vessels may operate or are registered. A variety of governmental and private entities subject vessels to both scheduled and unscheduled inspections. These entities include local port authorities (the U.S. Coast Guard, harbor masters or equivalent entities), classification societies, flag state administration (country vessel of registry), and charterers, particularly terminal operators. Certain of these entities require vessel owners to obtain permits, licenses, and certificates for the operation of their vessels. Failure to maintain necessary permits or approvals could require a vessel owner to incur substantial costs or temporarily suspend operation of one or more of its vessels.

We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators, and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. Vessel owners are required to maintain operating standards for all vessels that will emphasize operational safety, quality maintenance, continuous training of officers and crews and compliance with U.S. and international regulations.

Under the ISM Code, effective since July 1998, the party with operational control of a vessel is required to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by the respective flag state for the vessel, under the ISM Code. Noncompliance with the ISM Code and other IMO regulations may subject a ship owner to increased liability, may lead to decreases in available insurance coverage for affected vessels, and may result in the denial of access to, or detention in, some ports. For example, the United States Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in ports in the United States and European Union.

International Environmental Regulations

The International Maritime Organization, or IMO, has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. For example, the International Convention for the Prevention of Pollution from Ships, or MARPOL, imposes environmental standards on the shipping industry relating to oil spills, management of garbage, the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage and air emissions. Annex III of MARPOL regulates the transportation of marine pollutants, including standards on packing, marking, labeling, documentation, stowage, quality limitations and pollution prevention. These requirements have been expanded by the International Maritime Dangerous Goods Code, which imposes additional standards for all aspects of the transportation of dangerous goods and marine pollutants by sea.

In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, which imposes strict liability on ship owners for

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pollution damage in jurisdictional waters of ratifying states caused by discharges of ‘‘Bunker Oil.’’ The Bunker Convention defines ‘‘Bunker Oil’’ as ‘‘any hydrocarbon mineral oil, including lubricating oil, used or intended to be used for the operation or propulsion of the ship, and any residues of such oil.’’ The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). As of November 2007, the Bunker Convention has been ratified by a sufficient number of nations for entry into force, and the Bunker Convention will become effective on November 21, 2008. Until the Bunker Convention comes into force, liability for spills or releases of oil from ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Outside of the United States, other national laws generally provide for the owner to bear strict liability for pollution, subject to a right to limit liability under applicable national or international regimes for limitation of liability. The most widely applicable international regime limiting maritime pollution liability is the 1976 Convention. Rights to limit liability under the 1976 Convention are forfeited where a spill is caused by a shipowners’ intentional or reckless conduct. Certain jurisdictions have ratified the IMO’s Protocol of 1996, which substantially increases the liability limits set forth in the 1976 London Convention. Finally, some jurisdictions are not a party to either the 1976 Convention or the Protocol of 1996, and, therefore, shipowners’ rights to limit liability for maritime pollution in such jurisdictions may be uncertain.

In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or seriously negligent pollution discharges by ships. The directive could result in criminal liability being incurred in circumstances where it would not be incurred under international law as set out in the MARPOL Convention. Criminal liability for an oil pollution incident could not only result in us incurring substantial penalties or fines but may also, in some jurisdictions, facilitate civil liability claims for greater compensation than would otherwise have been payable.

In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships, which was ratified on May 18, 2004, and became effective on May 19, 2005. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions.

The United States in February 2007 formally proposed a series of amendments to Annex VI. The emission program described in this proposal would dramatically reduce air pollution from ships by establishing a new tier of performance-based standards for marine diesel engines on all vessels and by establishing stringent emission requirements for ships that operate in coastal areas where air-quality problems are acute. On June 28, 2007, the World Shipping Council announced its support for these amendments. If these amendments are implemented, we may incur costs to comply.

The IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. To date, there has not been sufficient adoption of this standard by governments that are members of the convention for it to take force. Moreover, the IMO has supported deferring the requirements of this convention that would first come into effect until December 31, 2011, even if it were to be adopted earlier.

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United States Environmental Regulations

Title VII of the Coast Guard and Maritime Transportation Act of 2004, or the CGMTA, amended OPA to require the owner or operator of any non-tank vessel of 400 gross tons or more, that carries oil of any kind as a fuel for main propulsion, including bunkers, to prepare and submit a response plan for each vessel on or before August 8, 2005. Prior to this amendment, these provisions of OPA applied only to vessels that carry oil in bulk as cargo. The vessel response plans must include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of ore from the vessel due to operational activities or casualties. OPA 90 had historically limited liability of responsible parties to the greater of $600 per gross ton or $0.5 million per containership that is over 300 gross tons (subject to possible adjustment for inflation). Amendments to OPA 90 which came into effect on July 11, 2006 increased the liability limits for responsible parties for any vessel other than a tank vessel to $950 per gross ton or $0.8 million, whichever is greater.

These limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

In addition, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which applies to the discharge of hazardous substances (other than oil) whether on land or at sea, contains a similar liability regime and provides for cleanup, removal and natural resource damages. Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for vessels not carrying hazardous substances as cargo or residue, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.

OPA requires owners and operators of all vessels over 300 gross tons, even those that do not carry petroleum or hazardous substances as cargo, to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. The U.S. Coast Guard has implemented regulations requiring evidence of financial responsibility in the amount of $900 per gross ton, which includes the OPA limitation on liability of $600 per gross ton and the CERCLA liability limit of $300 per gross ton for vessels not carrying hazardous substances as cargo or residue. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance or guaranty. On February 6, 2008 the U.S. Coast Guard proposed amendments to the financial responsibility regulations to increase the required amount of such COFRs to $1,250 per gross ton to reflect the 2006

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increases in limits on OPA 90 liability. The increased amounts will become effective 90 days after the proposed regulations are finalized. We intend to obtain our insurance coverage that meets any applicable requirements of OPA.

Under OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under OPA. Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the U.S. Coast Guard regulations by providing a certificate of responsibility from third party entities that are acceptable to the U.S. Coast Guard evidencing sufficient self-insurance.

The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with OPA, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility. In the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses. This requirement may have the effect of limiting the availability of the type of coverage required by the Coast Guard and could increase our costs of obtaining this insurance as well as the costs of our competitors that also require such coverage.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where vessels we acquire or charter may call.

The United States Clean Water Act prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges. The Clean Water Act also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under CERCLA. Pursuant to regulations promulgated by the U.S. Environmental Protection Agency, or the EPA, in the early 1970s, the discharge of sewage and effluent from properly functioning marine engines was exempted from the permit requirements of the National Pollution Discharge Elimination System. This exemption allowed vessels in U.S. ports to discharge certain substances, including ballast water, without obtaining a permit to do so. However, on March 30, 2005, a U.S. District Court for the Northern District of California granted summary judgment to certain environmental groups and U.S. states that had challenged the EPA regulations, arguing that the EPA exceeded its authority in promulgating them. On September 18, 2006, the U.S. District Court issued an order invalidating the exemption in EPA’s regulations for all discharges incidental to the normal operation of a vessel as of September 30, 2008, and directing EPA to develop a system for regulating all discharges from vessels by that date.

Although EPA appealed this decision on November 16, 2006 and the court heard oral arguments in August 2007, EPA also provided notice on June 21, 2007 of its intention to promulgate rules regarding the regulation of ballast water discharges and other discharges incidental to the normal operation of vessels and solicited public comments. If the exemption is repealed or EPA promulgates a final rule placing NPDES permitting requirements on ballast water discharges and other discharges incidental to the normal operation of vessels, we could be required to: install equipment on any vessels we may acquire or charter to treat ballast water before it is discharged; implement other port facility disposal arrangements or procedures at potentially substantial cost; and/or otherwise restrict our vessel traffic in U.S. waters. The installation, operation and upkeep of these systems would

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increase the costs of operating in the United States and other jurisdictions where similar requirements might be adopted. In the absence of federal standards, states have enacted legislation or regulations to address invasive species through ballast water and hull cleaning management and permitting requirements.

The Federal Clean Air Act (CAA), requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Vessels we acquire may be subject to CAA vapor control and recovery standards for cleaning fuel tanks and conducting other operations in regulated port areas and emissions standards for so-called ‘‘Category 3’’ marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to new engines beginning with the 2004 model year. In November 2007, EPA announced its intention to proceed with development of more stringent standards for emissions of particulate matter, sulfur oxides, and nitrogen oxides and other related provisions for new Category 3 marine diesel engines, consistent with the United States’ proposal to amend Annex VI of MARPOL described below. If these proposals are adopted and apply not only to engines manufactured after the effective date but also to existing marine diesel engines, we may incur costs to install control equipment on vessels acquire to comply with the new standards.

Greenhouse Gas Emissions

In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force. Pursuant to the Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the greenhouse gas emissions from international shipping do not come under the Kyoto Protocol. The European Union confirmed in April 2007 that it plans to expand the European Union emissions trading scheme by adding vessels. In the United States, the California Attorney General and a coalition of environmental groups petitioned the EPA in October 2007 to regulate greenhouse gas emissions from ocean-going ships under the Clean Air Act. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, or individual countries where we operate that restrict emissions of greenhouse gases from vessels could require us to make significant financial expenditures we cannot predict with certainty at this time.

Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, MTSA came into effect. To implement certain portions of the MTSA, in July 2003, the United States Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect on July 1, 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are:


	•	on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;


	•	on-board installation of ship security alert systems;


	•	the development of vessel security plans; and


	•	compliance with flag state security certification requirements.

Inspection by Classification Societies

Every sea going vessel must be ‘‘classed’’ by a classification society. The classification society certifies that the vessel is ‘‘in class,’’ signifying that the vessel has been built and maintained in

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accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes, on request, other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned. For maintenance of the class, regular and extraordinary surveys of hull, machinery (including the electrical plant) and any special equipment classed are required to be performed as follows:


	•	Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery (including the electrical plant) and, where applicable, for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.


	•	Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.


	•	Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery (including the electrical plant), and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging, to determine the thickness of its steel structure. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a ship owner has the option of arranging with the classification society for the vessel’s integrated hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle.

Effecting a business combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of this offering are intended to be applied generally toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a target business that does not need substantial additional capital but that desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a target business that may be financially unstable or in its early stages of development or growth or to begin operations by purchasing vessels, in which case we would be subject to the risks inherent in being a start-up business, although it is not our current intention to do so. While we may seek to effect business combinations with more than one target business, it is likely that initially we will have the ability to consummate only a single business combination, although this may entail the simultaneous acquisitions of several operating businesses at the same time.

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We have not identified a target business

As mentioned above, to date, neither we nor Navios Holdings has selected any target business with which to seek a business combination with us. None of our officers, directors, promoters or other affiliates, including Navios Holdings, is currently engaged in discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with us, nor have we, nor any of our agents or affiliates, including Navios Holdings, been approached by any candidates (or representative of any candidates) with respect to a possible business combination with us. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Neither we nor Navios Holdings has established any specific attributes or criteria (financial or otherwise) for our prospective target businesses except for those factors described below under ‘‘— Selection of a target business and structuring of a business combination.’’ Finally, we note that there has been no diligence, discussions, negotiations and/or other similar activities undertaken, directly or indirectly, by Navios Holdings or us, our affiliates or representatives, or by any third party, with respect to a business combination transaction with us.

Subject to the limitation that a target business have a fair market value of at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of the acquisition, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately consummate a business combination. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

Following our offering, our officers and directors, as well as their affiliates, may bring to our attention a target business that they become aware of through their business contacts. While our officers and directors make no commitment as to the amount of time they will spend trying to identify or investigate potential target businesses, they believe that the various relationships they have developed over their careers, together with direct inquiry, will generate a number of potential target businesses that will warrant further investigation. In no event will we pay any of our existing officers, directors or shareholders or any entity with which they are affiliated any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination.

We anticipate that a target business may also be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, ship brokers and other members of the financial or shipping community, who may present solicited or unsolicited proposals. We expect such sources to become aware that we are seeking a business combination candidate by a variety of means, such as publicly available information relating to this offering, public relations and marketing efforts, articles that may be published in industry trade journals discussing our intent to make acquisitions, and/or direct contact by our management to be commenced following the completion of this offering. We will make a preliminary judgment about the relative merits and timing of a shipping opportunity employing our market knowledge, which is based upon published vessel values and charter rates, notably those of Clarksons Shipping Services or Drewry Shipping Consultants, Ltd., among others; market and vessel-specific information provided to us by ship brokers and charterers; information obtained by us through the ordinary course of business as a result of general discussions with ship owners, managers and other industry players; and transaction-specific information resulting from unsolicited approaches, proposals or offers from third parties. While we do not presently anticipate engaging the services of professional firms that specialize in acquisitions on any formal basis, we may decide to engage such firms in the future or we may be approached on an unsolicited basis, in which event their compensation (which would be equal to a percentage of the fair market value of the transaction as agreed upon at the time of such engagement or agreement with a party that brings us

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an unsolicited proposal, as the case may be) may be paid from the offering proceeds not held in the trust account. Any finder or broker would only be paid a fee upon the consummation of a business combination. Further, because any finder or broker that we engage will be required to sign a waiver of claims against the trust, such firms or individuals will not be entitled to receive any funds from the trust account upon our liquidation.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a collective fair market value that is at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not conducted any specific research on the marine transportation and logistics industries to date, nor have we conducted any research with respect to identifying the number and characteristics of the potential acquisition candidates or the likelihood or probability of success of any proposed business combination. Since we have not yet analyzed the businesses available for acquisition and have not identified a target business, we have not established any specific attributes or criteria (financial or otherwise) for the evaluation of prospective target businesses, except for the factors described below. In evaluating a prospective target business, our management will conduct the necessary business, legal and accounting due diligence on such target business and will consider, among other factors that we deem relevant at such time based on the identity of such target business, the following:


	•	potential for increased profitability or strong free cash flow generation;


	•	potential to reduce operating expenses;


	•	expansion opportunities;


	•	quality of assets and operations;


	•	business valuations;


	•	capital structures;


	•	strategic vision and capabilities of the acquisition target’s management team;


	•	earnings and growth potential;


	•	experience and skill of management and availability of additional personnel;


	•	capital requirements;


	•	cash flow and cash flow growth potential;


	•	stability of cash flow;


	•	competitive position;


	•	financial condition and results of operation;


	•	barriers to entry into the marine transportation and logistics industries;


	•	breadth of services offered;


	•	degree of current or potential market acceptance of the services;


	•	regulatory environment of the marine transportation and logistics industries;


	•	costs associated with effecting the business combination;


	•	contingent liabilities;


	•	pension matters; and


	•	environmental issues.

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Because we do not know in which segment of the marine transportation and logistics industries we will be considering a target business, we have listed the foregoing general factors. These criteria are not intended to be exhaustive. In evaluating a prospective target business, we will conduct an extensive due diligence review that will encompass, among other things, meetings with incumbent management, where applicable, and inspection of facilities, as well as review of financial and other information that will be made available to us. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the listed factors, as well as other considerations deemed relevant by our management in effecting a particular business combination. We have not conducted any research with respect to identifying the number and characteristics of potential acquisition candidates, nor is it possible for us to list the number of market participants that fall within each of the sectors in the shipping sector identified by us, as the marine transportation and logistics industries are generally highly fragmented and, aside from the handful of publicly traded shipping companies, characterized by a lack of transparency in ownership or corporate structure, the possibility of companies selling pieces or divisions of themselves and new ships constantly being built, all of which factors limit our ability to approximate the number of market participants in each sector.

The time and costs required to select and evaluate a target business and to structure and consummate the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately consummated will result in a loss to us and reduce the amount of capital available to otherwise consummate a business combination. However, we will not pay any finder’s or consulting fees to our initial shareholders, or any of their respective affiliates, for services rendered to or in connection with a business combination.

Fair market value of target business

The initial target business that we acquire must have a collective fair market value equal to at least 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account) at the time of such acquisition. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through an issuance of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current intention of doing so.

The fair market value of such target business will be determined by our board of directors based upon valuation criteria accepted by the financial community, such as actual and potential sales, earnings before interest, tax, depreciation and amortization, net income, cash available for distributions, net asset value, cash flow and book value. The valuation process could involve obtaining two or three appraisals from independent ship brokers. These appraisals, in accordance with standard industry practice, are based on a description of the particular vessel (including size, age and type), as well as the appraisers’ review of publicly available maintenance records for vessels that are not new. It is not anticipated that such appraisers will agree to allow our shareholders to rely directly on the appraisals.

Our officers and directors have experience evaluating target businesses based upon the valuation criteria set forth in the preceding paragraph and have performed such evaluations for transactions valued in the range contemplated by this offering. Satisfaction of the 80% threshold is determined by calculating the fair market value of what we receive in the business combinations and comparing it to 80% of our net assets (excluding deferred underwriting discounts and commissions held in the trust account). Whether assets or stock of a target business is acquired, including if we acquire less than 100% of an entity’s stock, such assets or stock received by us would be evaluated based upon such financial criteria in order to determine if the fair market value of such assets or stock equals at least 80% of our net assets.

If our board of directors is not able to determine independently that the target business has a sufficient fair market value (for example, if the financial analysis is too complicated for our board of directors to perform on their own), we will obtain an opinion from an unaffiliated, independent

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investment banking firm that is a member of the Financial Industry Regulatory Authority or from another qualified independent consultant or advisory firm with respect to the satisfaction of such criteria. The willingness of an investment banking firm or consultant to provide for reliance by our shareholders would be one factor considered by us in selecting an independent investment banking firm.

If we do obtain the opinion of an investment banking firm or consultant, a summary of the opinion will be contained in the proxy statement that will be mailed to shareholders in connection with obtaining approval of the business combination, and the investment banking firm or consultant will consent to the inclusion of their report in our proxy statement. We will not be required to obtain an opinion from an investment banking firm or consultant as to the fair market value if our board of directors independently determines that the target business has sufficient fair market value.

Possible lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business that satisfies the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, it is likely that we will have the ability to effect only one, or perhaps, two business combinations, although this may entail simultaneous acquisitions of several entities at the same time. We may not be able to acquire more than one target business because of various factors, including possible complex domestic or international accounting issues, which would include generating pro forma financial statements reflecting the operations of several target businesses as if they had been combined, and numerous logistical issues, which could include attempting to coordinate the timing of negotiations, proxy statement disclosure and other legal issues and closings with multiple target businesses. In addition, we would also be exposed to the risks that conditions to closings with respect to the acquisition of one or more of the target businesses would not be satisfied bringing the fair market value of the initial business combination below the required fair market value of 80% of net assets threshold. Accordingly, for an indefinite period of time, the prospects for our future viability may be entirely dependent upon the future performance of a single business. Unlike other entities that may have the resources to consummate several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:


	•	subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination; and


	•	result in our dependency upon the development or market acceptance of a single or limited number of services.

Additionally, since our initial business combination may entail the simultaneous acquisitions of several entities at the same time and may be with different sellers, we will need to convince such sellers to agree that the purchase of their entities is contingent upon the simultaneous closings of the other acquisitions.

Limited ability to evaluate the target business’s management

Although we expect certain of our management, including Angeliki Frangou, our Chairman and Chief Executive Officer, to remain associated with us following a business combination, it is likely that some or all members of the management of the target business at the time of the business combination will remain in place, and we may employ other personnel following the business combination. Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’s management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities

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to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. Thus, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Opportunity for shareholder approval of business combination

Prior to the consummation of a business combination, we will submit the transaction to our shareholders for approval, even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable law. Our shareholders will be given written notice of a special meeting to approve a business combination, which notice will be given not less than fifteen days or more than sixty days before the date fixed for the meeting. In connection with seeking shareholder approval of a business combination, we will also submit to our shareholders for approval a proposal to amend our amended and restated articles of incorporation to provide for our corporate life to continue perpetually following the consummation of such business combination. Any vote to extend the corporate life to continue perpetually following the consummation of a business combination will be taken only if the business combination is approved. However, we may elect to form a foreign subsidiary in connection with a proposed business combination, which may be used to make the acquisition. In the event we choose to consummate our initial business combination using a foreign subsidiary, we may choose not to amend our amended and restated articles of incorporation to provide for perpetual existence. We will only consummate a business combination if shareholders vote both in favor of such business combination and our amendment to extend our corporate life.

As a foreign private issuer, we are exempt from the proxy rules promulgated under the Securities Exchange Act. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders. When we furnish proxy solicitation materials to our shareholders, we will publicly furnish such materials to the SEC. We expect that the proxy statement that we would send to shareholders would not contain historical financial information with respect to the acquisition of vessels and, therefore, shareholders voting on a proposed transaction would not have the benefit of financial statements of past operations. See ‘‘Risk Factors — Risks Associated With Our Acquisition of a Target Business in the Maritime transportation and logistics industries — If we were to acquire vessels or a business with agreements to purchase individual vessels, it is highly unlikely that proxy materials provided to our shareholders would include historical financial statements and, accordingly, investors will not have historical financial statements on which to rely in making their decision whether to vote for the acquisition.’’

In connection with the vote required for our initial business combination, our initial shareholders have agreed to vote the shares of common stock owned by them prior to this offering in accordance with the vote of the majority of the public shareholders. In addition to any shares of common stock purchased pursuant to the limit orders described in this prospectus, our officers, directors or Navios Holdings, or their respective affiliates, may make purchases of our securities in this offering or in the aftermarket, subject to all applicable laws. Although we do not know for certain all the factors that would cause Navios Holdings or such individuals to purchase our securities, we believe that some of the factors they would consider are: (i) the trading price of our securities, (ii) aggregate investment in our securities and (iii) whether it appears that a substantial number of public shareholders are voting against a proposed business combination. Any shares acquired by Navios Holdings or such individuals in this offering or in the aftermarket, including any shares purchased pursuant to the limit orders, will be voted in favor of the business combination. Accordingly, any purchase of our shares by our officers and directors, or Navios Holdings, in this offering or in the aftermarket could influence the result of a

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vote submitted to our shareholders in connection with a business combination by making it more likely that a business combination would be approved. In addition, given the interest that Navios Holdings and our officers and directors have in a business combination being consummated, it is possible that Navios Holdings and such individuals will acquire securities from public shareholders who have elected to redeem their shares of our common stock (as described below) in order to change their vote and insure that the business combination will be approved (which could result in a business combination being approved even if, after the announcement of the business combination, 40% or more of our public shareholders would have elected their conversion rights on a cumulative basis, including any shareholders who previously exercised conversion rights in connection with the shareholder vote required to approve the extended period, if any, or a majority of our public shareholders would have voted against the business combination, but for the purchases made by Navios Holdings or our officers and directors).

We will proceed with a business combination only if a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and public shareholders owning less than 40% of the total number of shares sold in this offering exercise their conversion rights described below (including any shareholders who previously exercised their conversion rights in connection with the shareholder vote required to approve the extended period). Our threshold for conversion has been established at 40% to reduce the risk of a small group of shareholders exercising undue influence on the approval process. However, a threshold between 20% and 30% is more typical in offerings of this type and such lower threshold permits the holders of a smaller number of shares to prevent a transaction they deem to be undesirable from being consummated (and therefore makes it easier for a proposed business combination to be approved as compared to other offerings of this type with a lower threshold). In addition, permitting conversion above the typical 20% to 30% threshold may require us to secure additional financing to fund a proposed business combination. Voting against the business combination alone will not result in conversion of a shareholder’s shares into a pro rata share of the trust account. To do so, a shareholder must have also exercised the conversion rights described below. As a result of our higher conversion threshold, we may have less cash available to consummate a business combination. Because we will not know how many shareholders may exercise such conversion rights, we will need to structure a business combination that requires less cash, or we may need to arrange third party financing to help fund the transaction in case a larger percentage of shareholders exercise their conversion rights than we expect. Alternatively, to compensate for the potential shortfall in cash, we may be required to structure the business combination, in whole or in part, using the issuance of our stock as consideration. Accordingly, this increase in the customary conversion threshold may hinder our ability to consummate a business combination in the most efficient manner or to optimize our capital structure.

Extension of time to consummate a business combination to up to 36 months

We have a period of 24 months from the completion of this offering within which to effect our initial business combination. While such 24-month period may be sufficient to accomplish all of these necessary tasks prior to effectuating the business combination, if we have entered into a letter of intent, agreement in principle or definitive agreement within the 24-month period from the completion of this offering, and, in the course of this process, we conclude that the 24-month period may be insufficient, we may, prior to the expiration of the 24-month period, call a meeting of our shareholders for the purpose of soliciting their approval to extend the date by which we must consummate our initial business combination by up to an additional 12 months. If the extended period is approved by shareholders, we would have a total of up to 36 months from the completion of this offering to consummate a business combination. In connection with seeking shareholder approval for the extended period, we will furnish our shareholders with proxy solicitation materials that will describe the extended period and the procedure for shareholders to exercise their conversion rights if desired.

We believe that extending the date by which we must consummate our initial business combination to up to 36 months may be necessary due to the circumstances involved in the evaluation and consummation of a business combination.

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If holders of 40% or more of the shares sold in this offering vote against the proposed extended period and elect to convert their shares for a pro rata share of the trust account, we will not extend the date by which we must consummate our initial business combination beyond 24 months. In such event, if we cannot consummate the initial business combination within such 24-month period, we will be required to liquidate, with the amount remaining in the trust account returned to all public shareholders. Subject to the foregoing, approval of the extended period will require the affirmative vote of the majority of the votes cast by our public shareholders who vote at the special or annual meeting called for the purpose of approving such extended period. In connection with the vote required for the extended period, our initial shareholders have agreed to vote their shares of common stock acquired prior to this offering in accordance with the majority of shares of common stock voted by the public shareholders and have agreed to waive their conversion rights.

If the majority of votes cast by our public shareholders are voted at the special meeting called for the purpose of approving the extended period in favor of such extended period and holders of less than 40% of the shares sold in this offering vote against the proposed extended period and elect to convert their shares, we will then have an additional 12 months in which to consummate the initial business combination.

If the proposal for the extended period is approved, we will still be required to seek shareholder approval as described above under ‘‘Opportunity for shareholder approval of business combination’’ before effectuating our initial business combination, even if the business combination would not ordinarily require shareholder approval under applicable law. Unless a shareholder voted against the extended period and exercised such shareholder’s conversion rights, such shareholder will be able to vote on the initial business combination.

Conversion rights for shareholders voting to reject the extended period or our initial business combination

Public shareholders voting against the extended period or our initial business combination, as the case may be, will be entitled to cause us to convert their common stock for a pro rata share of the aggregate amount then in the trust account, before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the trust account, net of income taxes payable on such interest and net of up to an aggregate of $3,000,000 of the interest income, net of taxes, on the trust account balance previously released to us to fund our working capital. Shareholders voting against the extended period will have only the right to cause us to convert their shares if the extended period is approved, and shareholders voting against the business combination will have only the right to cause us to convert their shares if our initial business combination is approved and consummated. Public shareholders who cause us to convert their common stock for a pro rata share of the trust account will be paid their conversion price as promptly as practicable after the date of the special meeting for the extended period or upon consummation of a business combination, as the case may be, and will continue to have the right to exercise any warrants they own. A public shareholder who converts their common stock in connection with a business combination or the extended period and does not object to the business combination or the extended period will forego their right to commence a derivative action against us.

Notwithstanding the foregoing, a public shareholder, together with any of their affiliates or any other person with whom they are acting in concert or as a partnership, syndicate or other ‘‘group’’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act) for the purpose of acquiring, holding or disposing of our securities will be restricted from seeking conversion rights with respect to more than 10% of the shares sold in this offering. Such a public shareholder would still be entitled to vote against the extended period or a proposed business combination with respect to all shares owned by them or their affiliates. We believe this restriction will prevent shareholders from accumulating large blocks of stock before the vote held to approve a proposed business combination or the extended period and attempt to use the conversion right as a means to force us or our management to purchase their stock at a significant premium to the then current market price. Absent this provision, for example, a public shareholder who owns 15% of the shares sold in this offering could threaten to vote against a proposed business combination or the extended period and seek conversion, regardless of the merits of the transaction, if their shares are not purchased by us or our

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management at a premium to the then current market price. By limiting each shareholder’s ability to convert only up to 10% of the shares sold in this offering, we believe we have limited the ability of a small group of shareholders to unreasonably attempt to block a transaction that is favored by our other public shareholders. However, we are not restricting the shareholders’ ability to vote all of their shares against the transaction or against the extended period.

A shareholder who votes against the extended period and also elects to convert its shares of common stock in connection with such vote may vote against our initial business combination at the applicable shareholder meeting held for that purpose only to the extent such shareholder continues to hold shares of our common stock or acquires additional shares. However, such shareholder and its affiliates would be prohibited from exercising any shareholder conversion right with respect to any shares at the shareholder meeting held for the purpose of approving our initial business combination. We believe such limitation on the shareholder conversion rights will deter shareholders who exercise shareholder conversion rights in connection with the shareholder vote on a proposed extended period from acquiring shares solely for the purpose of attempting to seek shareholder conversion, regardless of the merits of the transaction, if its shares are not purchased by us or our management at a premium to the then current market price.

The actual per-share conversion price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes payable on such interest, which shall be paid from the trust account, and net of interest income previously released to us to fund our working capital requirements), calculated as of the date of the special meeting of shareholders approving the extended period or two business days prior to the consummation of the proposed initial business combination, as the case may be, divided by the number of shares sold in this offering. The initial per-share conversion price is expected to be approximately $9.95 (or approximately $9.91 per share if the over-allotment option is exercised in full).

An eligible public shareholder may request conversion at any time after the mailing to our shareholders of the proxy statement and prior to the vote taken with respect to the extended period or a proposed business combination, as the case may be, but the request will not be granted unless the shareholder votes against the extended period or business combination and the extended period or business combination, as the case may be, is approved and, in the case of the business combination, it is consummated. If a shareholder votes against the business combination or the extended period but fails to properly exercise such shareholder’s conversion rights, such shareholder will not have its shares of common stock converted for its pro rata distribution of the trust account. Any request for conversion, once made, may be withdrawn at any time up to the date of the applicable meeting. The funds to be distributed to shareholders who elect conversion will be distributed as promptly as practicable after the special meeting of shareholders approving the extended period, or after the consummation of the business combination, as the case may be. Public shareholders who cause us to convert their common stock into their share of the trust account will still have the right to exercise the warrants that they received as part of the units.

We intend to require public shareholders who wish to exercise conversion rights to tender their stock certificates to our transfer agent prior to the special or annual meeting or to deliver their shares to the transfer agent electronically using DTC’s DWAC system. In order to do this, we expect that public shareholders will have to comply with the following steps. If the shares are held in ‘‘street name,’’ a shareholder must instruct their account executive at the shareholder’s bank or broker to withdraw the shares from the shareholder’s account and request that a physical stock certificate be issued in the shareholder’s name. Our transfer agent will be available to assist with this process. No later than the day prior to the shareholder meeting, the written instructions stating that the public shareholder wishes to convert their shares into a pro rata share of the trust account and confirming that the public shareholder has held the shares since the record date and, in the case of the initial business combination, will continue to hold them through the consummation of our initial business combination, must be presented to our transfer agent. Stock certificates that have not been tendered in accordance with these procedures by the day prior to the shareholder meeting will not be converted into cash. In the event a public shareholder tenders their shares and decides prior to the shareholder

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meeting that they do not want to convert their shares, the public shareholder may withdraw the tender up to the date of the applicable meeting. In the event that a public shareholder tenders shares in connection with the vote on the initial business combination or the extended period, and our initial business combination or the extended period is not approved and, in the case of the initial business combination, consummated, these shares will not be converted into cash, and the physical stock certificate representing these shares will be returned to the shareholder.

Traditionally, in order to perfect conversion rights in connection with a blank check company’s initial business combination, a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to convert. After the initial business combination was approved, the company would contact such public shareholder to arrange for them to deliver their stock certificate to verify ownership. As a result, the public shareholder then had an ‘‘option window’’ after the consummation of the initial business combination during which they could monitor the price of the stock in the market. If the price rose above the conversion price, they could sell their shares in the aftermarket before actually delivering their shares to the company for cancellation. Thus, the conversion right, to which public shareholders were aware they needed to commit before the shareholder meeting, would become a ‘‘put’’ right surviving past the consummation of the initial business combination until the converting holder delivered their stock certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a converting shareholder’s election to convert is irrevocable once the initial business combination or the extended period is approved.

The proxy solicitation materials that we will furnish to public shareholders in connection with the vote for any proposed initial business combination or an extended period will indicate that we are requiring public shareholders to satisfy such certification and delivery requirements. As discussed above, a public shareholder would have from the time we send out our proxy statement up until the business day immediately preceding the vote on the initial business combination or the extended period to deliver their shares if they wish to seek to exercise their conversion rights. The delivery process is within the public shareholder’s control and, whether they are a record holder or their shares are held in ‘‘street name,’’ should be able to be accomplished by the public shareholder by contacting the transfer agent or their broker and requesting delivery of their shares through the DWAC system. However, because we do not have control over this process or over the brokers or DTC, it may take significantly longer than anticipated to obtain a physical stock certificate.

We will not consummate an initial business combination, and similarly will not extend the time to consummate the business combination to up to 36 months, if holders of more than approximately 39.99% of our outstanding shares of common stock sold in this offering both vote against and exercise their conversion rights with respect to the extended period or, on a cumulative basis, in the case of the business combination. This may have the effect of making it easier for us to have an initial business combination approved over shareholder dissent than other blank check companies with a business purpose similar to ours. Similar blank check companies generally will not consummate a business combination if public shareholders holding more than 20% or 30% of their outstanding shares of common stock exercise their conversion rights.

In connection with a vote on our initial business combination, public shareholders may elect to vote a portion of their shares for and a portion of their shares against the initial business combination. If the initial business combination is approved and consummated, public shareholders who elected to convert the portion of their shares voted against the initial business combination will receive the conversion price with respect to those shares and may retain any other shares they own.

If a vote on an initial business combination is held and the business combination is not approved, we may continue to try to consummate an initial business combination with a different target business until 24 months (or up to 36 months if the extended period is approved as described in this prospectus) after the date of this prospectus. If the initial business combination is not approved or consummated for any reason, then public shareholders voting against our initial business combination who exercised their conversion rights would not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account. Those public

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shareholders would be entitled to receive their pro rata share of the aggregate amount on deposit in the trust account only in the event that the initial business combination they voted against was duly approved and subsequently consummated, or in connection with our liquidation.

Dissolution and liquidation if no business combination

Our amended and restated articles of incorporation provide that we will continue in existence only until 24 months (or up to 36 months if the extended period is approved) after the completion of this offering. This provision may not be amended except in connection with the consummation of a business combination. If we have not consummated a business combination by such date, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 106 of the Marshall Islands Business Corporations Act. This has the same effect as if our board of directors and shareholders had formally voted to approve our dissolution. As a result, no vote would be required from our board of directors or shareholders to commence such a dissolution and liquidation. We view this provision terminating our corporate life by 24 months (or up to 36 months if the extended period is approved) after the completion of this offering as an obligation to our shareholders and will not take any action to amend or waive this provision to allow us to survive for a longer period of time except in connection with the consummation of a business combination. Once we are dissolved, shareholders will no longer be able to bring derivative actions against us.

If we are unable to consummate a business combination by 24 months (or up to 36 months if the extended period is approved) after the completion of this offering we will distribute to all of our public shareholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest not previously distributed. We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effect such distribution. Our initial shareholders have waived their rights to participate in any liquidating distribution with respect to shares of common stock owned by it prior to this offering. In addition the underwriters have agreed to waive their rights to the $7,700,000 ($8,855,000 if the over-allotment option is exercised in full) of deferred underwriting compensation (including the interest earned thereon) held in the trust account for their benefit. There will be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the out-of-pocket costs of liquidation from our remaining assets outside of the trust fund. If such funds are insufficient, Navios Holdings has agreed to advance us the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses.

Although we will seek to have all prospective target businesses, vendors or other service providers execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements. Even if such entities execute such agreements with us, there is no guarantee that they will not seek recourse against the trust account. A court could also conclude that such agreements are not enforceable. Accordingly, the proceeds held in the trust account could be subject to claims, which could take priority over those of our public shareholders. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In order to protect the amount in the trust account, Navios Holdings has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, except (i) as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust

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account, to the extent such waiver is subsequently found to be invalid or unenforceable, (ii) as to any engagement of, or agreement with, a third party that does not execute a waiver and a majority of the independent directors of Navios Holdings have not consented to such engagement or contract with such third party, and (iii) as to any claims under our indemnity of the underwriters of this offering against certain liabilities under the Securities Act. Additionally, in the case of a vendor, service provider or prospective target business that did not execute a waiver, Navios Holdings will be liable, to the extent it consents to the transaction, only to the extent necessary to ensure that public shareholders receive no less than approximately $9.95 per share (or approximately $9.91 per share if the underwriters’ over-allotment option is exercised in full) upon liquidation. Based on our review of the financial statements of Navios Holdings in its most recent Form 20-F, we believe that Navios Holdings will have sufficient funds to meet any indemnification obligations that arise. However, because Navios Holdings’ circumstances may change in the future, we cannot assure investors that Navios Holdings will be able to satisfy such indemnification obligations if and when they arise.

We believe the likelihood of Navios Holdings having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. We also will have access to any funds available outside the trust account or released to us to fund working capital requirements with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation). The indemnification provisions are set forth in the insider letter executed by Navios Holdings. The insider letter provides that, in the event we obtain a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our shareholders from a vendor, prospective target business or other entity, the indemnification will not be available. The insider letter executed by Navios Holdings is an exhibit to the registration statement of which this prospectus forms a part.

Under the BCA, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with certain procedures set forth in Section 106 of the BCA intended to ensure that we make reasonable provision for all claims against us, including a minimum 6-month notice period during which any third-party claims can be brought against us, any liability of shareholders with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholder would be barred after the expiration of the period specified in the notice. However, it is our intention to make liquidating distributions to our public shareholders as soon as reasonably possible after dissolution and, therefore, we do not intend to comply with those procedures. As such, to the extent not covered by the indemnities provided by our executive officers, our shareholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our shareholders may extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the funds held in our trust account will be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the liquidation amounts due them. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a ‘‘preferential transfer’’ or a ‘‘fraudulent conveyance.’’ As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public shareholders promptly after , 2010 (or , 2011 if the extended period is approved), this may be viewed or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and

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our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors and/or complying with certain provisions of the BCA with respect to our dissolution and liquidation. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders shall be entitled to receive funds from the trust account only in the event of liquidation or if the shareholders seek to redeem their respective shares for cash upon (a) a vote against the extended period which is approved by our shareholders or (b) a vote against our initial business combination that is actually consummated by us. In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account.

Competition

In identifying, evaluating and selecting a target business, we may encounter competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors, which may limit our ability to compete in acquiring certain sizable target businesses. Among these competitors are other maritime and shipping SPACs, including Oceanaut, Inc. and Seanergy Maritime Corp. See ‘‘Management — Conflicts of Interest.’’ This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further:


	•	our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be included in the proxy statement to be sent to shareholders in connection with such business combination may delay or prevent the consummation of a transaction;


	•	our obligation to convert shares of common stock held by our public shareholders into cash in certain instances may reduce the resources available to effect a business combination;


	•	our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses; and


	•	the requirement to acquire a target business that has a fair market value equal to at least 80% of our net assets at the time of the acquisition could require us to acquire several businesses, vessels or closely related operating businesses at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more difficult to consummate the business combination.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that to the extent that our target business is a privately held entity, our status as a well-financed public entity may give us a competitive advantage over entities having business objectives similar to ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

We do not own any real estate or other physical property. Our headquarters are located at 85 Akti Miaouli Street, Piraeus, Greece 185 38. The cost of this space is included in the monthly fee of $10,000 that Navios Holdings will charge us for general and administrative services pursuant to a services agreement between us and it. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

Employees

We have two officers, one of whom is also a member of our board of directors. These individuals are not obligated to contribute any specific number of hours per week but intend to devote

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approximately five to ten percent of their time per week to our affairs, which could increase significantly during periods of negotiation for business opportunities. The amount of time our officers will devote in any time period will vary based on the availability of suitable target businesses to investigate. We do not intend to have any full time employees prior to the consummation of a business combination.

Periodic reporting and financial information

We have registered our units, common stock and warrants under the Securities Exchange Act, and have reporting obligations, including the requirement that we file annual reports with the Securities and Exchange Commission. In accordance with the requirements of the Securities Exchange Act, our annual reports will contain financial statements audited and reported on by our independent accountants. Similar to domestic blank check companies, we intend to file quarterly and current reports on Form 6-K. As a foreign private issuer, we are exempt from the rules under the Securities Exchange Act, regarding proxy statements. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.

We may be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2009. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to consummate any such acquisition.

Legal proceedings

To the knowledge of management, there is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.

Comparison to offerings of blank check companies

The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the Securities and Exchange Commission assuming that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering. None of the terms of a Rule 419 offering will apply to this offering.


	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$218,925,000 of the proceeds of this offering and the private placement will be deposited into a trust account at Marfin Popular Bank, maintained by Continental Stock Transfer & Trust Company, acting as trustee.	$184,140,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

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	Terms of Our Offering	Terms Under a Rule 419 Offering
Investment of net proceeds	All funds held in the trust account will only be invested in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less, or in money market funds meeting the conditions under Rule 2a-7 promulgated under the Investment Company Act.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value of at least 80% of our net assets held in the trust account (excluding deferred underwriting discounts and commissions) at the time of such acquisition.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately five business days following the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, subject to our having filed the Form 6-K described below and having issued a press release announcing when such separate trading will begin. In no event will separate trading of the common stock and warrants occur until we have filed with the SEC a Report of Foreign Private Issuer on Form 6-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the filing of the Form 6-K. For more information, see the section entitled ‘‘Description of Securities — Units.’’	No trading of the units or the underlying common stock and warrants would be permitted until the consummation of a business combination. During this period, the securities would be held in the escrow or trust account.

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	Terms of Our Offering	Terms Under a Rule 419 Offering
Business combination deadline	A business combination must occur within 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus) after the completion of this offering.	If an acquisition has not been consummated within 18 months after the effective date of the registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds	The proceeds held in the trust account will not be released until the earlier of the consummation of a business combination and our dissolution and liquidation upon failure to consummate a business combination within the allotted time; provided that taxes on the income in the trust account will be paid from the trust account, a portion of the interest on the trust account will be distributed to us as described below, and a portion of the funds in the trust account may be used for payments with respect to shares of common stock converted in connection with the vote to approve the extended period.	The proceeds held in the escrow account would not be released until the earlier of the consummation of a business combination and the failure to consummate a business combination within the allotted time.
Interest earned on the trust account	The interest earned on the trust account will be held in the trust account for use in consummating a business combination or released to investors pro rata upon exercise of their conversion rights or to investors upon our liquidation in the event of our failure to timely effect a business combination; provided, however, a portion of the interest earned on the trust account (net of taxes on such interest) will be released to us to cover our tax obligations and our operating expenses. We will withdraw interest until a maximum of $3,000,000 of such interest has been released from the trust account for working capital purposes.	Interest earned on proceeds held in the trust account would be held in the trust account for the sole benefit of the stockholders and would not be released until the earlier of the consummation of a business combination or the failure to consummate a business combination within the allotted time. In the event a business combination was not consummated within 18 months, proceeds held in the trust account would be returned within five business days of such date.

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MANAGEMENT

Directors and executive officers

Our current directors and executive officers, each of whose business address is c/o Navios Maritime Acquisition Corporation, 85 Akti Miaouli Street, Piraeus, Greece, except as noted below, are as follows:


Name	Age		Position
Angeliki Frangou		43	Chairman and Chief Executive Officer
Ted C. Petrone		53	President and Director
Nikolaos Veraros, CFA		37	Director
Julian David Brynteson		40	Director
John Koilalous		77	Director

Angeliki Frangou has been our Chairman and Chief Executive Officer since our inception. Ms. Frangou is also the Chairman and Chief Executive Officer of Navios Holdings, our sponsor. In addition, since August 2007, Ms. Frangou has been the Chairman and Chief Executive Officer of Navios Maritime Partners, L.P., a publicy traded limited partnership. Prior to the acquisition of Navios Holdings by International Shipping Enterprises, Inc. (‘‘ISE’’), Ms. Frangou was the Chairman, Chief Executive Officer and President of ISE. Ms. Frangou was the Chief Executive Officer of Maritime Enterprises Management S.A., a company located in Piraeus, Greece, that specializes in the management of dry cargo vessels of various types and sizes, from the time she founded the company in October 2001 until August 2005. From 1990 to October 2001, Ms. Frangou was the Chief Executive Officer of Franser Shipping S.A., a company that was located in Piraeus, Greece, and was also engaged in the management of dry cargo vessels. Prior to her employment with Franser Shipping, Ms. Frangou was an analyst on the trading floor of Republic National Bank of New York, from 1987 to 1989. Ms. Frangou was also a member of the board of directors of Emporiki Bank of Greece, the second largest retail bank in Greece, from April 2004 to July 2005. Ms. Frangou is currently the Chairman and Chief Executive Officer of Navios Partners. Ms. Frangou is the Chairman of the board of directors of IRF European Finance Investments Ltd., listed on the AIM of the London Stock Exchange. She is also Chairman of the board of directors of Proton Bank, based in Athens, Greece. Ms. Frangou is a member of the Mediterranean Committee of the China Classification Society and member of the Hellenic and Black Sea Committee of Bureau Veritas. Ms. Frangou received a bachelor’s degree in mechanical engineering from Fairleigh Dickinson University (summa cum laude) and a master’s degree in mechanical engineering from Columbia University.

Ted C. Petrone has been our President and a member of our board of directors since March 2008. Mr. Petrone has served since September 2006 as President of Navios Corporation, and since May 2007, he has also been a member of the Board of Directors of Navios Holdings. Mr. Petrone has served in the maritime industry for 30 years, 27 of which with Navios Holdings. After joining Navios Holdings as an assistant vessel operator, Mr. Petrone worked in various operational and commercial positions. For the last fifteen years, Mr. Petrone has been responsible for all the aspects of the daily commercial Panamax activity, encompassing the trading of tonnage, derivative hedge positions and cargoes. Mr. Petrone graduated from New York Maritime College at Fort Schuyler with a B.S. in Maritime Transportation. He also served aboard U.S. Navy (Military Sealift Command) tankers.

Nikolaos Veraros, CFA, has been a member of our board of directors since June 2008. Mr. Veraros is a senior analyst at Investments & Finance Ltd., where he has worked since August 2001, and also from June 1997 to February 1999. From March 1999 to August 2001, Mr. Veraros worked as a Senior Analyst for National Securities, S.A. He is a Certified Financial Analyst, a Certified Analyst and a Certified Market Maker for Derivatives. Mr. Vararos received his Bachelor of Science degree in Business Administration from the Athens School of Economics & Business Science and his Master of Business Administration degree in Finance/Accounting from the William E. Simon Graduate School of Business Administration at the University of Rochester.

Julian David Brynteson has been a member of our board of directors since June 2008. Since November 2006, Mr. Brynteson has been a managing director for sales and purchases at

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H. Clarkson & Company Ltd., a wholly owned subsidiary of London Stock Exchange-listed, leading worldwide shipbroker Clarkson PLC. Mr. Brynteson was a member of the board of directors of ISE from September 2004 until October 2005. From March 1987 to November 2006, Mr. Brynteson was employed in various capacities with Braemar Seascope Ltd. (the surviving entity following the merger between Seascope Shipping Ltd. and Braemar Shipbrokers Ltd.), a London Stock Exchange listed shipbroker, becoming a director in the sales and purchase department in 2001. Mr. Brynteson served as a trainee ship officer with Denholms, an owner and agent of ocean going ships, from October 1985 to March 1986. From April 1986 to February 1987 he was employed as a trainee dry-cargo broker with P+O Australia in its Melbourne, Australia offices.

John Koilalous has been a member of our board of directors since June 2008. Mr. Koilalous has been an active member of the Greek shipping community for 56 years. He is the founder and, since 1988, the managing director of Pegasus Adjusting Services Ltd., an adjusting firm that attends to casualties and other average accidents, coordinates various underwriting interests and ensures the smooth apportionment of risk to each party. Prior to that, he worked with Francis & Arnold for approximately 20 years, and with various other shipping companies since 1949.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Koilalous and Brynteson, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Messrs. Petrone and Veraros, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Angeliki Frangou, will expire at the third annual meeting.

Director independence

Our board of directors has determined that Messrs. Veraros, Koilalous and Brynteson are ‘‘independent directors’’ as defined in the New York Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act. Although the decision of whether our independent directors will remain with us after the business combination is reserved for each such director, we will always seek to have a board of directors composed of a majority of independent directors.

Board committees

On completion of this offering, our board of directors will have an audit committee and a nominating committee. Our board of directors has adopted a charter for the audit committee as well as a code of conduct and ethics that governs the conduct of our directors and officers.

Audit committee

Upon completion of this offering, our audit committee will consist of Messrs. Veraros and Koilalous. Each member of our audit committee is financially literate under the current listing standards of the New York Stock Exchange, and our board of directors has determined that Mr. Veraros qualifies as an ‘‘audit committee financial expert,’’ as such term is defined by Securities and Exchange Commission rules.

The audit committee will review the professional services and independence of our independent registered public accounting firm and our accounts, procedures and internal controls. The audit committee will also select our independent registered public accounting firm, review and approve the scope of the annual audit, review and evaluate with the independent public accounting firm our annual audit and annual consolidated financial statements, review with management the status of internal accounting controls, evaluate problem areas having a potential financial impact on us that may be brought to the committee’s attention by management, the independent registered public accounting firm or the board of directors, and evaluate all of our public financial reporting documents.

In addition, the audit committee will review and approve all expense reimbursements made to our officers or directors. Any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

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Nominating committee

On completion of this offering, we will establish a nominating committee of the board of directors, which will consist of Messrs. Veraros, Koilalous and Brynteson, each of whom is an independent director. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Code of conduct and ethics

We have adopted a code of conduct and ethics applicable to our directors and officers in accordance with applicable federal securities laws and the rules of the New York Stock Exchange.

Certain Reporting Obligations

As a foreign private issuer, we are exempt from the rules under the Securities Exchange Act, prescribing the furnishing and content of proxy statements. In addition, we will not be required under the Securities Exchange Act to file current reports with the SEC as frequently or as promptly as United States companies whose securities are registered under the Securities Exchange Act. Because of this exemption, when we seek approval from our shareholders of our initial business combination, we do not expect to file preliminary proxy solicitation materials regarding our initial business combination with the SEC and, accordingly, such materials will not be reviewed by the SEC. However, we will file with the SEC any final proxy solicitation materials that we deliver to our shareholders.

Executive compensation

No executive officer has received any cash compensation for services rendered and no compensation of any kind, including finder’s and consulting fees, will be paid to our initial shareholders, officers, directors or any of their respective affiliates. Nor will our sponsor, officers, directors or any of their respective affiliates receive any cash compensation for services rendered prior to or in connection with a business combination, except that our independent directors will be entitled to receive $50,000 in cash per year, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. However, all of these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our Chairman or any of our independent directors may continue to serve on our board of directors after the consummation of our initial business combination. In that event, such individuals may be paid consulting or other fees from the target business as a result of the business combination, with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to the shareholders. It is unlikely the amount of such compensation will be known at the time of a shareholder meeting held to consider a business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Form 6-K.

Our management team intends to maintain their positions with us after the consummation of our initial business combination. However, we cannot assure you that management will do so either immediately following a business combination or subsequently. The nature of any business combination, the types of vessels chosen, change in shareholder composition, offered wages or terms of employment, competing employment offers, and the outlook for the industry may all influence management’s willingness to continue in employment with us. In addition, these factors, as well as management’s investment in us, may influence our management’s motivation in identifying or selecting a target business. Accordingly, our officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers were included by a target business as a condition to any agreement with respect to a business combination. See ‘‘Conflicts of interest’’ below for additional details.

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Conflicts of interest

Potential investors should be aware of the following potential conflicts of interest:


	•	None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including those related to Navios Holdings and Navios Partners.


	•	Angeliki Frangou, our Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of Navios Holdings, our sponsor, and Navios Partners, an affiliate of Navios Holdings. In addition, Ms. Frangou is the Chairman of the board of directors of IRF European Finance Investments, Ltd. and Chairman of the board of directors of Proton Bank. Ted C. Petrone, our President and a member of our board of directors, is the President of Navios Corporation, and a director of Navios Holdings. In the course of their business activities for Navios Holdings, our common officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as to Navios Holdings and Navios Partners. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For this reason, we have entered into a business opportunity right of first refusal agreement with Navios Holdings and Navios Partners, the terms of which are discussed above.


	•	Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.


	•	Our board, certain of whose members are also members of the board of Navios Holdings, may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The financial interests of our initial shareholders, including our officers and directors, may influence their motivation in identifying and selecting a target acquisition, and consummating a business combination because:


	•	our initial shareholders own sponsor units that will be released from escrow (or from transfer restrictions in the case of the sponsor warrants) only if a business combination is successfully consummated;


	•	Navios Holdings owns sponsor warrants that will expire worthless if a business combination is not consummated; and


	•	upon the successful consummation of a business combination, Navios Holdings may earn substantial fees for providing technical and/or commercial ship management services.


	•	Other than with respect to the business combination, we have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such parties may have an interest in certain transactions in which we are involved, and may also compete with us.


	•	Because each of our independent directors will be entitled to receive $50,000 in cash per year for their board service, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination, the financial interest of our independent directors could influence their motivation in selecting a target business. Additionally, certain of our directors may continue with us as members of our board of directors as part of a business combination, pursuant to which they may be entitled to compensation for their services. Thus, the financial interests of our independent directors may influence their motivation when determining whether a particular business combination is in our shareholders’ best interest and securing payment of their annual fee.

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	•	Because it is possible that our Chairman and one or more of our independent directors may continue to serve on our board of directors after the consummation of our initial business combination, and such individuals may be paid fees for their services, the financial interest of such individuals may influence their motivation when determining whether a particular business combination is in our shareholders’ best interest and securing payment of such fees.


	•	Since our initial shareholders beneficially own units that will be released from escrow (or, in the case of the sponsor warrants, released from contractual restrictions limiting their transferability until after a business combination) only in certain limited situations, certain of our officers and directors, including those who are affiliated with Navios Holdings, may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, timely consummating a business combination and securing the release of their stock.


	•	All of Navios Holdings’ investment in us will be lost if we do not consummate a business combination. This amount is comprised of consideration paid for the sponsor units and sponsor warrants. These amounts are in addition to claims made against the trust account by creditors who have not executed waivers of claims. In addition, Navios Holdings has agreed to pay fees and expenses for our dissolution and liquidation in the event we do not have sufficient funds outside of the trust account to pay for such expenses.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities to multiple entities. In addition, conflicts of interest may arise when our board of directors evaluates a particular business opportunity. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

Each of our directors has, or may come to have, to a certain degree, other fiduciary obligations. Angeliki Frangou, our Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of Navios Holdings, our sponsor, and Navios Partners, an affiliate of Navios Holdings. In addition, Ms. Frangou is the Chairman of the board of directors of IRF European Finance Investments, Ltd. and Chairman of the board of directors of Proton Bank. Ted C. Petrone, our President and a member of our board of directors, is the President of Navios Corporation, and a director of Navios Holdings. Mr. Veraros is a senior analyst at Investments & Finance, Ltd., an investment banking firm specializing in the shipping industry. Mr. Koilalous is the founder and managing director of Pegasus Adjusting Services, Ltd., an adjusting firm in the shipping industry. Mr. Brynteson is a managing director for sales and purchases at H. Clarkson & Company, Ltd., a subsidiary of leading worldwide shipbroker Clarkson PLC. In order to minimize potential conflicts of interest, our directors and officers have agreed, until the earlier of the consummation of our initial business combination or our liquidation, that they will not become affiliated as an officer, director or shareholder of a blank check or blind pool company operating in or intending to acquire a business in the marine transportation and logistics industries.

In connection with the vote required for any business combination, our initial shareholders have agreed to vote their respective shares of common stock that were owned prior to this offering in accordance with the vote of the public shareholders owning a majority of the shares of our common stock sold in this offering and to vote any shares they acquire in this offering or in the aftermarket in favor of any business combination they negotiate and present to the shareholders.

Each independent director will receive $50,000 in cash per year, accruing pro rata from the respective start of their service on our board of directors and payable only upon the successful consummation of a business combination. They will also receive reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses, but such expenses will be subject to the review and approval of the audit committee, and any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or

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directors abstaining from such review and approval. Although we believe that all actions taken by our directors on our behalf will be in our best interests, we cannot assure you that this will be the case.

In order to minimize potential conflicts of interest, our directors and officers have agreed, until the earlier of the consummation of our initial business combination or our liquidation, that they will not become affiliated as an officer, director or shareholder of a blank check or blind pool company operating in or intending to acquire a business in the marine transportation and logistics industries. In addition, each of Navios Holdings and Navios Partners have agreed, for the period commencing on the date of this prospectus and extending until the earlier of the consummation of our initial business combination or our liquidation, that they will not form, invest in or become affiliated with a blank check or blind pool company operating in or intended to acquire a business in the marine transportation and logistics industries.

In addition, Navios Holdings has a significant ownership interest in us. We were established by Navios Holdings to explore a large number of opportunities in the marine transportation and logistics industries that would otherwise be unavailable to it without (i) entailing substantial changes to Navios Holdings’ capital structure, and (ii) changing Navios Holdings’ strategy as a company operating primarily in the drybulk shipping sector of the marine transportation industry. Navios Holdings has decided to establish, invest in and dedicate resources (such as office space, utilities, administrative services and a loan in the amount of $500,000 in payment of initial formation and offering expenses) to us to participate in the benefit of acquisitions in the marine transportation and logistics industries without affecting its capital structure or strategy.

As a result of Navios Holdings’ significant ownership stake in us and our common management, there are certain potential conflicts of interest, including potential competition as to acquisition targets and, after an acquisition has been consummated, potential competition and business relationships with each other.

In order to minimize potential conflicts of interest that may arise from multiple affiliations, each of our officers and directors (other than our independent directors) has agreed, until the earliest of the consummation of our initial business combination, 24 months (or up to 36 months if our shareholders approve the extended period) after the date of this prospectus and such time as they cease to be an officer or director, to present to us for our consideration, before presenting to any other entity, any business combination opportunity involving the potential acquisition of a controlling interest in a marine transportation or logistics business outside of the drybulk shipping sector, subject to (i) any fiduciary duties or contractual obligations they may have currently or in the future in respect of Navios Holdings or Navios Partners and any businesses in which either such company invests and (ii) any other pre-existing fiduciary duties or contractual obligations they may have.

As a controlled affiliate of Navios Holdings, we are subject to the omnibus agreement between Navios Holdings and Navios Partners that governs business opportunities within the drybulk shipping sector. Among other terms, under the omnibus agreement, Navios Holdings agreed (and agreed to cause its controlled affiliates, including us, to agree) to grant a right of first offer to Navios Partners for any Panamax or Capesize drybulk vessel subject to a charter for three or more years that it acquires or may own. Accordingly, we would not be able to own any Panamax or Capesize drybulk carriers with charters of three or more years without first obtaining the consent of Navios Partners. Navios Partners and its subsidiaries granted to Navios Holdings a similar right of first offer on any proposed sale, transfer or other disposition of any of its Panamax or Capesize drybulk carriers and related charters or any of its drybulk vessels that is not a Panamax or Capesize drybulk vessel and related charters owned or acquired by it.

Because of the overlap between Navios Holdings, Navios Partners and us with respect to possible acquisitions under the terms of the omnibus agreement, we have entered into a business opportunity

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right of first refusal agreement which provides that, commencing on the date of this prospectus and extending until the earlier of the consummation of our initial business combination or our liquidation, we, Navios Holdings and Navios Partners will share business opportunities in the marine transportation and logistics industries as follows:


	•	We will have the first opportunity to consider any business opportunities outside of the drybulk shipping sector.


	•	Navios Holdings will have the first opportunity to consider any business opportunities within the drybulk shipping sector, with the exception of any Panamax or Capesize drybulk carrier under charter for three or more years it might own.


	•	Navios Partners has the first opportunity to consider an acquisition opportunity relating to any Panamax or Capesize drybulk carrier under charter for three or more years.

Decisions by us to release Navios Holdings and Navios Partners to pursue any corporate opportunity outside of the dry bulk sector will be made by a majority of our independent directors. We are permitted to, and will, consider suitable opportunities both within and outside the drybulk shipping sector of the marine transportation and logistics industries. Although we have entered into the business opportunity right of first refusal agreement, we have done so primarily to (i) provide greater certainty to the process by which we manage any potential conflicts of interest and (ii) provide each of our and Navios Holdings’ and Navios Partners’ management with guidelines to permit each of them to fully and properly discharge their respective duties to each of us, Navios Holdings and Navios Partners, where implicated.

As set forth above, we will have the ability to acquire a target business that is in competition with and operate in the same business as Navios Holdings or Navios Partners. In such case, there may be additional conflicts of interest between Navios Holdings, Navios Partners and us, including direct head to head competition for chartering and additional vessel acquisition opportunities, and otherwise. To mitigate such risks, we plan to add independent management or replace our existing management with independent management if our acquisitions are such as to lead to substantial direct competition between us. If we acquire an operating business, there is some likelihood that some or all of the management of such business might join our management after the business combination; however, there can be no assurance as to whom the management team would be or as to their qualifications.

Further, all ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including Navios Holdings, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties, and such transactions will require prior approval, in each instance, by a unanimous vote of our disinterested ‘‘independent’’ directors or the members of our board who do not have an interest in the transaction. In addition, we will not pursue a business combination with an entity affiliated with us, Navios Holdings, or our officers and directors unless we obtain an opinion from an independent investment banking firm that is a member of FINRA that the business combination is fair to our unaffiliated shareholders from a financial point of view, and all of our disinterested, independent directors approve the transaction.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming no purchase of units in this offering), by:


	•	Each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;


	•	each of our officers and directors; and


	•	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.


	Before Offering					As Adjusted for the Public Offering
						No Exercise of Over-Allotment Option					Full Exercise of Over-Allotment Option
Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽²⁾		Percentage of Common Stock			Number of Shares		Percentage of Common Stock			Number of Shares		Percentage of Common Stock
Navios Maritime Holdings, Inc. ⁽³⁾		6,035,000		95.4	%		5,210,000		18.9	%		6,035,000		19.1	%
Angeliki Frangou		200,000		3.2	%		200,000			*		200,000			*
Ted C. Petrone		50,000			*		50,000			*		50,000			*
Julian David Brynteson		15,000			*		15,000			*		15,000			*
John Koilalous		15,000			*		15,000			*		15,000			*
Nikolaos Veraros		10,000			*		10,000			*		10,000			*
All of our officers and directors as a group (five individuals)		290,000		4.6	%		290,000		1.1	%*		290,000			*

*	Less than 1%.

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Navios Maritime Holdings, Inc., 85 Akti Miaouli Street, Piraeus, Greece.

(2)	Assumes exercise of the underwriters’ over-allotment option in full.

(3)

Navios Maritime Holdings, Inc. is a U.S. public company controlled by its board of directors, which consists of the following seven members: Angeliki Frangou (our Chairman and Chief Executive Officer), Vasiliki Papaefthymiou, Ted C. Petrone (our President), Spyridon Magoulas, John Stratakis, Rex Harrington and Allan Shaw. In addition, we have been informed by Navios Maritime Holdings, Inc. that, based upon documents filed with the SEC that are publicly available, it believes that the beneficial owners of greater than 5% of the common stock of Navios Maritime Holdings, Inc. are: Angeliki Frangou (21.9%) and FMR LLC (13.7%). We have been informed by Navios Maritime Holdings, Inc. that, other than Angeliki Frangou, the President, Chief Executive Officer and a director of Navios Maritime Holdings, Inc., no beneficial owner of greater than 5% of Navios Maritime Holdings, Inc.’s common stock is an affiliate of Navios Maritime Holding, Inc.

Upon completion of our offering and the private placement, our initial shareholders will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants, but excluding any unit that Navios Holdings may purchase in or after this offering), which could permit them effectively to influence the outcome of all matters requiring approval by our shareholders at such time, including the election of directors and approval of significant corporate transactions, following the consummation of our initial business combination.

In addition, if we increase the size of the offering pursuant to Rule 462(b) under the Securities Act, we may effect a stock dividend in such amount to maintain our initial shareholders’ ownership at 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) upon completion of the offering. If we decrease the size of the offering, we will effect a reverse split of our common stock to maintain the initial shareholders’ ownership at 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) upon completion of this offering, in each case, without giving effect to the private placement of sponsor warrants.

On the effective date of this prospectus, our initial shareholders will place the sponsor units into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow

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agent, and on the date of the completion of this offering, Navios Holdings will place its sponsor warrants in such escrow account. Subject to certain limited exceptions, such as transfers to another entity that is controlled by Navios Holdings, or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, and except for up to 825,000 sponsor units held by Navios Holdings that may be forfeited if the underwriters do not fully exercise their over-allotment option, the sponsor warrants will not be transferable until after the consummation of our initial business combination, and the sponsor units will not be transferable until 180 days after the consummation of our initial business combination, at which respective times such securities will be released from escrow. Notwithstanding the foregoing, if, after the consummation of the initial business combination, we consummate a transaction that results in all of the shareholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property, then the transfer restrictions on the sponsor units will no longer apply. If we are forced to liquidate, all of the sponsor units will be cancelled. Any shares purchased by Navios Holdings in the open market will not be placed in escrow.

In addition, prior to the consummation of this offering, Angeliki Frangou, our Chairman and Chief Executive Officer, or her affiliate will enter into an agreement with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which Ms. Frangou or her affiliate will place limit orders for an aggregate of up to $30 million of our common stock commencing on the later of (1) two business days after we file our initial preliminary proxy statement relating to our initial business combination and (2) 60 days after the termination of the ‘‘restricted period’’ in connection with this offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the shareholder meeting at which such initial business combination is to be approved, or the ‘‘buyback period,’’ or earlier in certain circumstances as described in the limit order agreement between Ms. Frangou or her affiliate and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. These limit orders will require Ms. Frangou or her affiliate to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in our trust account as reported in our initial preliminary proxy statement filed with the SEC relating to our initial business combination, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $30 million in total. The purchase of such shares will be made by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. or another broker-dealer mutually agreed upon by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and Ms. Frangou or her affiliate. It is intended that such purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.

Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These co-investment shares to be purchased by Ms. Frangou or her affiliate will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

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Navios Holdings, Angeliki Frangou, Ted C. Petrone, Nikolaos Veraros, John Koilalous and Julian David Brynteson may each be considered one of our ‘‘promoters’’ as this term is defined under U.S. Federal securities laws.

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CERTAIN TRANSACTIONS

On March 18, 2008, we issued 8,625,000 sponsor units to Navios Holdings for $25,000 in cash, at a purchase price of approximately $0.003 per unit, of which 1,125,000 sponsor units were subject to mandatory forfeiture to the extent the underwriters’ over-allotment option would not be fully exercised.

On June 11, 2008, Navios Holdings transferred an aggregate of 290,000 sponsor units to our officers and directors (200,000 to Angeliki Frangou, 50,000 to Ted Petrone, 15,000 to Julian David Brynteson, 15,000 to John Koilalous and 10,000 to Nikolaos Veraros).

On June 16, 2008, Navios Holdings returned to us an aggregate of 2,300,000 sponsor units, which we have cancelled. Accordingly, our initial shareholders own 6,325,000 sponsor units, of which 825,000 held by Navios Holdings are subject to forfeiture to the extent the underwriters’ over-allotment is not exercised in full.

Navios Holdings, our sponsor, has agreed to purchase from us 7,600,000 sponsor warrants at $1.00 per warrant, to purchase 7,600,000 shares of our common stock at a per-share exercise price of $7.00. The aggregate proceeds from the private placement will be added to proceeds from this offering to be held in the trust account pending our consummation of a business combination. If we do not consummate a business combination that meets the criteria described in this prospectus, then the gross proceeds from the private placement will become part of the pro rata liquidating distribution to our public shareholders. The sponsor warrants will not be transferable or salable by Navios Holdings, except to another entity controlled by it, which will be subject to the same transfer restrictions.

Pursuant to a registration rights agreement between us and our initial shareholders, the holders of the sponsor units (and the common stock and warrants comprising such units and the common stock issuable upon exercise of such warrants), the sponsor warrants (and the common stock issuable upon exercise of such warrants), the co-investment shares and any shares of common stock purchased pursuant to the limit orders described in this prospectus will be entitled to three demand registration rights, ‘‘piggy-back’’ registration rights and short-form resale registration rights commencing after the consummation of our initial business combination, in the case of the sponsor warrants, and 180 days after the consummation of our initial business combination, in the case of the sponsor units. We will bear the expenses incurred in connection with any such registration statements other than underwriting discounts or commissions for shares not sold by us.

Our initial shareholders have waived their rights to participate in any liquidating distribution with respect to shares of common stock owned by them immediately prior to this offering and the private placement, except with respect to any shares of common stock acquired in connection with or following this offering, which liquidating distributions will be in the same amounts made to our public shareholders. In connection with the vote required for our initial business combination, our initial shareholders have agreed to vote the shares of common stock owned by them immediately prior to this offering and the private placement in accordance with the majority of the shares of common stock voted by the public shareholders. Our initial shareholders have also agreed to vote all the shares of our common stock acquired in this offering or in the aftermarket, including any shares purchased pursuant to the limit orders described in this prospectus, in favor of any transaction that our officers and directors negotiate and present for approval to our shareholders. As a result, our initial shareholders will not have any of the conversion rights attributable to their shares.

We will reimburse our officers, directors and our sponsor for any out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. Subject to availability of proceeds not placed in the trust account and interest income, net of income taxes, available to us, there is no limit on the amount of accountable out-of-pocket expenses reimbursable by us.

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Any portion of the $30 million not used for open market purchases of common stock will be applied to the purchase of co-investment shares from us by Ms. Frangou or her affiliate, at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination. These co-investment shares to be purchased by Ms. Frangou or her affiliate will be identical to the shares included in the units being sold in this offering. The proceeds of the sale of the co-investment shares will not be deposited into the trust account and will not be available for distribution to our public shareholders in the event of a liquidation of the trust account, or upon conversion of shares held by public shareholders.

Other than reimbursable out-of-pocket expenses payable to our officers and directors and the general and administrative services arrangement with Navios Holdings, no compensation or fees of any kind, including finder’s and consulting fees, will be paid to any of our initial shareholders, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination, except that our independent directors will receive $50,000 in cash per year, pro rata from the start of their service on our board of directors, and payable only upon the successful consummation of a business combination, as compensation for services rendered prior to or in connection with a business combination.

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DESCRIPTION OF SECURITIES

General

We are authorized to issue 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this prospectus, 6,325,000 shares of common stock (of which 825,000 shares held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised in full) are outstanding, held by one holder of record. No shares of preferred stock are currently outstanding.

Units

Public Shareholders’ Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the fifth trading day after the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, provided that in no event may the common stock and warrants be traded separately until we have filed with the SEC a Report of Foreign Private Issuer on Form 6-K that includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Form 6-K that includes this audited balance sheet upon the completion of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 6-K. If the over-allotment option is exercised following the initial filing of such Form 6-K, an additional Form 6-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.

Sponsor units

On March 18, 2008, Navios Holdings purchased 8,625,000 sponsor units for a purchase price of $25,000, or approximately $0.003 per unit. On June 11, 2008, Navios Holdings transferred an aggregate of 290,000 sponsor units to our officers and directors (200,000 to Ms. Frangou, 50,000 to Mr. Petrone, 15,000 to Mr. Brynsteson, 15,000 to Mr. Koilalous and 10,000 to Mr. Veraros. On June 16, 2008, Navios Holdings returned to us an aggregate of 2,300,000 sponsor units, which we have cancelled. Accordingly, our initial shareholders own 6,325,000 sponsor units, of which up to 825,000 sponsor units held by Navios Holdings are subject to mandatory forfeiture if and to the extent the underwriters’ over-allotment option is not exercised in full, so that our initial shareholders and their permitted transferees will own 20% of our issued and outstanding units (or their equivalent in shares of common stock or warrants) after this offering (excluding any units that they may purchase in or after this offering). Each sponsor unit consists of one share of common stock and one warrant. The common stock and warrants comprising the sponsor units are identical to the common stock and warrants comprising the units being sold in this offering, except that:


	•	our initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock;


	•	our initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the public shareholders at the special or annual shareholders meeting called for the purpose of (i) approving our initial business combination or (ii) the extended period;


	•	our initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating distribution with respect to the common stock if we fail to consummate a business combination;


	•	the warrants may not be exercised unless and until the last sale price of our common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after our initial business combination;

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	•	the warrants will not be redeemable by us as long as they are held by our initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of sponsor units if and to the extent the underwriters’ over-allotment option is not exercised in full);


	•	the warrants may be exercised by the holders by paying cash or on a cashless basis; and


	•	the sponsor units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planning purposes, until 180 days after the consummation of our initial business combination.

Common stock

Our shareholders are entitled to one vote for each share held of record on all matters to be voted on by shareholders. In connection with the vote required for any business combination, our initial shareholders have agreed to vote the shares of common stock owned by them immediately prior to this offering in accordance with the majority of the public shareholders and to vote any shares they acquire in the private placement, in this offering and the aftermarket to approve the extended period, if any, and in favor of any proposed business combination. Additionally, our sponsor, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our shareholders.

We will proceed with the business combination only if a majority of the shares of common stock voted by the public shareholders are voted in favor of the business combination and public shareholders owning less than 40% of the shares sold in this offering exercise their conversion rights discussed below on a cumulative basis, taking into consideration shareholders converting their shares in connection with the proposal that may be presented to our shareholders in connection with the extended period.

Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

If we are forced to liquidate our trust account because we have not consummated a business combination within the required time periods, our public shareholders are entitled to share ratably in the trust fund, inclusive of any interest not previously released to us to fund working capital requirements, and net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, as part of any plan of dissolution and liquidation, and any net assets remaining available for distribution to them after payment of liabilities. If we do not consummate an initial business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed that: (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) the deferred underwriters’ discounts and commission will be distributed on a pro rata basis among the public shareholders, together with any accrued interest thereon and net of income taxes payable on such interest. Navios Holdings has agreed to waive its right to participate in any liquidating distribution occurring upon our failure to consummate a business combination, but only with respect to those shares of common stock acquired by it prior to this offering.

Our shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or conversion provisions applicable to the common stock, except that public shareholders have the right to have their shares of common stock converted for cash equal to their pro rata share of the trust fund if they vote (i) against the extended period, and it is approved, or (ii) against our initial business combination and our initial business combination is approved and consummated. Public shareholders who redeem their stock into their share of the trust fund still have the right to exercise the warrants that they received as part of the units that they have not previously sold.

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Co-investment shares

Ms. Frangou or her affiliate will purchase up to an aggregate of $30 million of shares of common stock from us at a price equal to the per-share amount held in our trust account as reported in our definitive proxy statement filed with the SEC immediately prior to the consummation of our initial business combination, to the extent such funds are not used to purchase shares of our common stock by Ms. Frangou or her affiliate pursuant to the limit orders described in this prospectus, which would occur if our shares are offered for sale above a price equal to the per-share value of the funds in the trust account during the period when the limit order arrangement is in effect. These co-investment shares will be identical to the shares of common stock included in the units sold in this offering, except that the co-investment shares may not be transferred, subject to certain limited exceptions, until 180 days after the consummation of our business combination.

Preferred stock

Our amended and restated articles of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock that participates in any manner in the proceeds of the trust fund, or that votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

Warrants issued as part of this offering

Each warrant issued in this offering entitles the registered holder to purchase one share of our common stock at a price of $7.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:


	•	the consummation of a business combination; or


	•	one year from the date of this prospectus.

The warrants will expire on the fifth anniversary of the date of this prospectus at 5:00 p.m., New York City time, or earlier upon redemption.

The warrants will trade separately on the fifth trading day after the earlier to occur of expiration of the underwriters’ over-allotment option or its exercise in full. In no event may the common stock and warrants be traded separately until we have filed a Report of Foreign Private Issuer on Form 6-K which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option if such option is exercised prior to our filing of the Form 6-K.

Once the warrants become exercisable, we may redeem the outstanding warrants (except for the warrants included in the sponsor units and sponsor warrants, which are not redeemable so long as they are held by Navios Holdings or its permitted transferees) at any time:


	•	in whole and not in part;


	•	at a price of $.01 per warrant at any time after the warrants become exercisable;


	•	upon not less than 30 days’ prior written notice of redemption to each warrant holder;


	•	if, and only if, a business combination has been consummated; and

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	•	if, and only if, the reported last sale price of the common stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

In addition, we may not call the warrants for redemption unless the shares of common stock underlying the warrants purchased as part of the units in this public offering are covered by an effective registration statement and a current prospectus from the date of the call notice through the date fixed for redemption.

We have established these criteria to provide warrant holders with a reasonable premium to the initial warrant exercise price as well as a reasonable cushion against a negative market reaction, if any, to our redemption call. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise their warrant prior to the date scheduled for redemption; however, there can be no assurance that the price of the common stock will exceed the call trigger price or the warrant exercise price after the redemption call is made.

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

If we call the warrants for redemption as described above, we will have the option to require all holders that exercise warrants thereafter to do so on a ‘‘cashless basis,’’ although the public stockholders are not eligible to do so at their own option. Otherwise, a public warrant may only be exercised for cash. In the event we choose to require a ‘‘cashless exercise,’’ each exercising holder must pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the ‘‘fair market value’’ (defined below) by (y) the fair market value. The ‘‘fair market value’’ shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation or other similar event. However, the warrants will not be adjusted for issuances of common stock at a price below their exercise price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No warrants will be exercisable and we 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, we have agreed to use our 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, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. 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

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or exempt from qualification in the jurisdictions 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 may expire and be worthless.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Warrants included in the sponsor units

The warrants included in the sponsor units are identical to the warrants included in the units being sold in this offering, except as described above under ‘‘— Sponsor units.’’

Sponsor warrants

In the private placement that will close simultaneously with the completion of this offering, we will issue to Navios Holdings 7,600,000 sponsor warrants, at $1.00 per warrant, to purchase 7,600,000 shares of our common stock at a per-share exercise price of $7.00. The sponsor warrants are identical to the warrants included in the units sold in this offering, except that:


	•	the sponsor warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination;


	•	the sponsor warrants may be exercised on a cashless basis;


	•	the sponsor warrants will not be redeemable by us so long as they are held by Navios Holdings or its permitted transferees, and


	•	none of the sponsor warrants to be purchased by Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after we consummate a business combination.

Exercise of the sponsor warrants on a cashless basis enable the holder to convert the value in the warrant (the fair market value of the common stock minus the exercise price of the warrant) into shares of common stock. We will establish the ‘‘value’’ to be converted into shares of our common stock upon exercise of the warrants on a cashless basis and provide such information in the notice of exercise. The ‘‘value’’ will be determined using the average reported last sale price of the common stock for the 10 trading days ending on the third business day prior to the notice of exercise by warrant holders.

The warrants included in the sponsor units and the sponsor warrants will be differentiated from warrants, if any, purchased in or following this offering through the legending of certificates representing the warrants included in the sponsor units and the sponsor warrants indicating the restrictions and rights specifically applicable to such warrants as are described in this prospectus.

Dividends

We have not paid any dividends on our common stock to date and will not pay dividends prior to the consummation of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors.

Our transfer agent and warrant agent

The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, New York, New York.

Shares eligible for future sale

Immediately after this offering, we will have 28,325,000 shares of common stock outstanding (825,000 of which held by Navios Holdings are subject to mandatory forfeiture if and to the extent the

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over-allotment option is not fully exercised). Of these shares, the 22,000,000 shares sold in this offering, or 25,300,000 shares if the underwriters’ over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 6,325,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Notwithstanding this, none of those shares will be transferable until after our initial business combination, subject to certain limited exceptions, such as to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family member and trusts for estate planning purposes, which will be subject to the escrow agreement and the same transfer restrictions until after we consummate a business combination, and will only be released prior to that date if we are forced to liquidate, in which case the shares would be destroyed, or if we were to consummate a transaction after the consummation of a business combination that results in all of the shareholders of the combined entity having the right to exchange their shares of common stock for cash, securities or other property.

Rule 144

The SEC has recently adopted amendments to Rule 144 that became effective on February 15, 2008 and apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of the issuer’s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) the issuer has been subject to periodic reporting requirements under the Securities Exchange Act for at least three months before the sale. The current public information requirement of Rule 144 applies for one year from the date the person acquired the securities.

Persons who have beneficially owned restricted shares for at least six months but who are the issuer’s affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:


	•	1% of the total number of shares of common stock then outstanding; or


	•	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that the issuer is subject to the Securities Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:


	•	the issuer of the securities that was formerly a shell company has ceased to be a shell company;


	•	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act;


	•	the issuer of the securities has filed all Securities Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

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	•	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our initial shareholders will be able to sell the sponsor units and sponsor warrants (and underlying shares) and Ms. Frangou or her affiliate will be able to sell her co-investment shares and any shares purchased pursuant to the limit orders pursuant to Rule 144 without registration as described above one year after we have filed a Form 6-K disclosing that we are no longer a shell company provided it contains the Form 10 type information regarding our target business.

Registration Rights

Amended and Restated Articles of Incorporation

Our amended and restated articles of incorporation filed with the Republic of the Marshall Islands contains provisions designed to provide certain rights and protections to our shareholders prior to the consummation of a business combination, including:


	•	upon completion of this offering, $218,925,000 (or $250,770,000 if the over-allotment option is exercised in full), of the proceeds from the offering and the private placement will be placed into the trust account, which proceeds may not be disbursed from the trust account except (1) for payments with respect to shares of common stock converted in connection with the vote to approve the extended period, (2) in connection with a business combination, (3) upon our dissolution and liquidation, (4) for the payment of our tax obligations, or (5) to the extent of $3,000,000 of interest (net of taxes) that may be released to us;


	•	prior to the consummation of our initial business combination, we will submit such business combination to our shareholders for approval;


	•	we may consummate our initial business combination only if it is approved by a majority of the shares of common stock voted by the public shareholders and public shareholders owning less than 40% of the shares sold in this offering both vote against the business combination and, on a cumulative basis with any shares previously converted in connection with a vote, if any, on the extended period, exercise their conversion rights;


	•	if our initial business combination is approved and consummated or the extended period is approved, public shareholders who voted against the business combination or the extended period may exercise their conversion rights and receive their pro rata share of the amount then in the trust account;


	•	our initial business combination must have a fair market value equal to at least 80% of net assets held in the trust account (excluding the deferred underwriting discounts and commissions) at the time of the initial business combination;


	•	if a business combination is not consummated within 24 months (or up to 36 months if extended pursuant to a shareholder vote as described in this prospectus) after the completion of this offering, our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities;

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	•	upon our dissolution, we will distribute to our public shareholders their pro rata share of the trust account in accordance with the trust agreement and the requirements of Marshall Islands law, including our obligations to provide for claims of creditors; and


	•	we may not consummate any other merger, acquisition, asset purchase or similar transaction prior to our initial business combination.

We need consent of holders of 95% of our outstanding common stock to amend certain provisions of our amended and restated articles of incorporation. The validity of near-unanimous consent provisions under Marshall Islands law, which follows Delaware law, has not been settled. A court could conclude that the near-unanimous consent requirement constitutes a practical prohibition on amendment in violation of the shareholders’ implicit rights to amend the corporate charter. In that case, certain provisions of the restated articles would be amendable without unanimous consent and any such amendment could reduce or eliminate the protection afforded to our shareholders. However, we view the provisions regarding dissolution and liquidation as obligations to our shareholders, and we will not take any action to waive or amend any of these provisions. Our amended and restated articles of incorporation may not be amended prior to our consummation of a business combination without the prior consent of holders of 95% of our outstanding common stock, including our requirements to seek shareholder approval of such a business combination and to allow our shareholders to seek conversion of their shares if they do not approve of such a business combination.

Our amended and restated articles of incorporation and the underwriting agreement that we will enter into with the underwriters in connection with this offering prohibit the amendment or modification of any of the foregoing provisions prior to the consummation of a business combination. Additionally, our board of directors has undertaken not to amend or modify the foregoing provisions. While these rights and protections have been established for the purchasers of units in this offering, it is nevertheless possible that the prohibition against amending or modifying these rights and protections at any time prior to the consummation of the business combination could be challenged as unenforceable under Marshall Islands law, although, pursuant to the underwriting agreement, we are prohibited from amending or modifying these rights and protections at any time prior to the consummation of the business combination. We have not sought an unqualified opinion regarding the enforceability of the prohibition on amendment or modification of such provisions because we view these provisions as fundamental and contractual terms of this offering. We believe these provisions to be obligations of our company to its shareholders and that investors will make an investment in our company relying, at least in part, on the enforceability of the rights and obligations set forth in these provisions, including, without limitation, the prohibition on any amendment or modification of such provisions. As a result, the board of directors will not, pursuant to the terms of the underwriting agreement, at any time prior to the consummation of a business combination, propose any amendment or modification of our amended and restated articles of incorporation relating to any of the foregoing provisions and will not support, directly or indirectly, or in any way endorse or recommend that shareholders approve an amendment or modification to such provisions.

Listing

We intend to apply to have our units listed on the New York Stock Exchange. If our units are listed on the New York Stock Exchange, they will be listed under the symbol ‘‘NNA.U’’ and, once the ordinary shares and warrants begin separate trading, to have our ordinary shares and warrants listed on the New York Stock Exchange under the symbols ‘‘NNA’’ and ‘‘NNA WS,’’ respectively.

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MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and by the Business Corporations Act of the Republic of the Marshall Islands, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder ‘‘rights’’ plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands, and we can not predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.


Marshall Islands		Delaware
Shareholder Meetings
•	Held at a time and place as designated in the by-laws.	•	May be held at such time or place as designated in the certificate of incorporation or the by-laws, or if not so designated, as determined by the board of directors.
•	May be held within or without the Marshall Islands.	•	May be held within or without Delaware.
•	Notice:	•	Notice:
•	Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting.	•	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
•	A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.	•	Written notice shall be given not less than 10 nor more than 60 days before the meeting.


Shareholders’ Voting Rights
•	Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote.	•	Shareholders may act by written consent to elect directors.
•	Any person authorized to vote may authorize another person or persons to act for them by proxy.	•	Any person authorized to vote may authorize another person or persons to act for them by proxy.

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•	Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.	•	For stock corporations, certificate of incorporation or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
		•	For non-stock companies, certificate of incorporation or by-laws may specify the number of members to constitute a quorum. In the absence of this, one-third of the members shall constitute a quorum.
•	The articles of incorporation may provide for cumulative voting in the election of directors.	•	The certificate of incorporation may provide for cumulative voting.


Directors
•	Board must consist of at least one member.	•	Board must consist of at least one member.
•	Number of members can be changed by an amendment to the by-laws, by the shareholders, or by action of the board under the specific provisions of a bylaw.	•	Number of board members shall be fixed by the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate.
•	If the board is authorized to change the number of directors, it can only do so by an absolute majority (majority of the entire board).


Fiduciary Duties
•	Directors and officers must discharge their respective duties ‘‘in good faith and with that degree of diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances in like positions.	•	Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.

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•			Although Marshall Islands law contains provisions relating to director conflicts of interest, there are no statutes or cases that specifically mention self-dealing, corporate opportunities and improper personal benefits under Marshall Island law. Based on statute, in the absence of conflict with the statutes and case law of the Marshall Islands, the laws (including non-statutory law) of Delaware and other U.S. states with substantially similar statutory provisions would likely be used in determining the obligations of the directors of a Marshall Islands corporation. Therefore, the director of a Marshall Islands corporation could be subject to the same prohibitions relating to self-dealing, usurping corporate opportunities and improper personal benefit as a Delaware corporation.			•			Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits. Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the ‘‘business judgment rule.’’


Shareholders’ Derivative Actions
•	An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that they were such a holder at the time of the transaction of which they complain, or that their shares or their interest therein devolved upon them by operation of law.	•	In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which they complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
•	Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort.
•	Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic.
•	Attorney’s fees may be awarded if the action is successful.
•	Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000.

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TAXATION

Marshall Islands Tax Considerations

Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders or proceeds from the disposition of our common stock.

United States Federal Income Tax Considerations

The following discussion of U.S. federal income tax considerations is based on the United States Internal Revenue Code of 1986, as amended (the ‘‘Code’’), current and proposed Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions as of the date hereof, all of which are subject to change, possibly with retroactive effect.

United States Federal Income Taxation of Our Company

The following discussion of certain U.S. federal income tax consequences to us of our activities is based, in part, on the description of our business in the section above entitled ‘‘Proposed Business’’ and assumes that we will conduct our business as described in that section. We currently are, and intend to continue to be, classified as a corporation for U.S. federal income tax purposes, and we currently do not, and do not intend to, maintain any office or other fixed place of business within the United States. The remainder of this discussion assumes that we will not maintain any office or other fixed place of business within the United States and that we will be classified as a corporation for U.S. federal income tax purposes.

If our business is not limited to the acquisition of vessels or businesses owning or operating vessels, or if we maintain an office or fixed place of business in the United States or have other contacts with the United States, we would be subject to U.S. federal income taxes on a net basis if we are considered to be engaged in a trade or business in the United States for U.S. federal income tax purposes. In such event, we would be subject to U.S. corporate income tax and branch profits tax at a combined rate of up to 54.5% on our income which is effectively connected with our United States trade or business, or effectively connected income.

It is possible that at least one of our directors will be a citizen or resident of the United States. However, we do not believe that any activities conducted by such directors in the United States should result in our income being treated as effectively connected income under the rules discussed above. Therefore, we anticipate that none of our income will be subject to U.S. federal income tax on a net basis as a result of any director’s connections to the United States. However, whether a trade or business is being conducted in the United States is inherently a factual determination. It is possible that the United States Internal Revenue Service (‘‘IRS’’) may disagree with our conclusion.

Taxation of Shipping Income in General

Unless exempt from U.S. federal income taxation under the rules discussed below, a non-U.S. corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, or from the performance of services directly related to those uses, including income derived from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture that generates such income, which we refer to as ‘‘shipping income,’’ to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as ‘‘U.S.-source shipping income.’’

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% U.S.-source shipping income. We do not expect to engage in transportation that produces income that is considered to be 100% U.S.-source shipping income.

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Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to either (i) a 4% tax, imposed without allowance for deductions, as described below, or (ii) U.S. corporate income tax and branch profits tax at a combined rate of up to 54.5%, as described below.

Exemption of Shipping Income from United States Federal Income Taxation

Under Section 883 of the Code, we will be exempt from U.S. federal income taxation on our U.S.-source shipping income if:


	I.	we are organized in a foreign country (our ‘‘country of organization’’) that grants an ‘‘equivalent exemption’’ to corporations organized in the United States with respect to each category of shipping income for which exemption is being claimed under Section 883 of the Code; and


	II.	either:


	A.	more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are ‘‘residents’’ of our country of organization or of another foreign country that grants an ‘‘equivalent exemption’’ to corporations organized in the United States, which we refer to as the ‘‘50% Ownership Test,’’


	B.	our stock is ‘‘primarily and regularly traded on an established securities market’’ in our country of organization, in another country that grants an ‘‘equivalent exemption’’ to United States corporations, or in the United States, which we refer to as the ‘‘Publicly Traded Test,’’ or


	C.	we are a ‘‘controlled foreign corporation’’ and satisfy certain other requirements, which we refer to as the ‘‘CFC Test.’’

The Marshall Islands, our country of organization, grants an ‘‘equivalent exemption’’ to United States corporations with respect to each category of shipping income we expect to earn. Therefore, we expect that we will be exempt from U.S. federal income taxation with respect to our U.S.-source shipping income if we satisfy the 50% Ownership Test, the Publicly Traded Test or the CFC Test. We do not expect that we will be able to satisfy the 50% Ownership Test or the CFC Test due to the widely-held ownership of our stock. Our ability to satisfy the Publicly Traded Test is discussed below.

The Treasury Regulations under Section 883 of the Code provide, in pertinent part, that stock of a foreign corporation will be considered to be ‘‘primarily traded’’ in a country on one or more established securities markets if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Upon completion of our offering, we anticipate that our stock will be ‘‘primarily traded’’ on the New York Stock Exchange, an established securities market in the United States.

Under the Treasury Regulations, our stock will be considered to be ‘‘regularly traded’’ on an established securities market if more than 50% of our stock (measured by voting power and by value) is listed on such market, which we refer to as the ‘‘listing threshold.’’ Because our common stock will be our sole class of stock and will be listed on the New York Stock Exchange, we will satisfy the listing threshold as long as our stock continues to be so listed.

The Treasury Regulations further require that, in addition to the listing threshold, (i) our stock must be traded on such market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year and (ii) the aggregate number of shares of our stock traded on such market during the taxable year must be at least 10% of the average number of

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shares of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. The Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as we expect will be the case, our common stock is regularly quoted by dealers making a market in our stock. Although we anticipate that our stock will be considered to be ‘‘regularly traded’’ on an established securities market, it is uncertain whether there will be sufficient trading frequency and volume with respect to our shares in the future, or whether our shares will, or will continue to, trade on the New York Stock Exchange. Accordingly, , there can be no assurance that these tests will be, or will be deemed to be, satisfied.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that our stock will not be considered to be ‘‘regularly traded’’ on an established securities market for any taxable year in which 50% or more of the outstanding shares of our stock is owned, actually or constructively, under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of our outstanding stock, which we refer to as the ‘‘5 Percent Override Rule.’’

For purposes of being able to determine the persons who actually or constructively own 5% or more of our stock, or ‘‘5% Shareholders,’’ the Treasury Regulations permit us to rely on current Schedule 13D and Schedule 13G filings with the SEC to identify our 5% Shareholders. The Treasury Regulations further provide that an investment company registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

We do not anticipate that our 5% Shareholders will own 50% or more of our stock. Therefore, we anticipate that we will not be subject to the 5% Override Rule, but there can be no assurance that this will be, or will continue to be, the case.

Additionally, we plan to satisfy the substantiation and reporting requirements described in the Treasury Regulations.

Taxation of Shipping Income in the Absence of the Section 883 Exemption

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be ‘‘effectively connected’’ with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions. Since, under the sourcing rules described above, no more than 50% of our shipping income is anticipated to be treated as U.S.-source shipping income, the maximum effective rate of U.S. federal income tax on our non-effectively connected shipping income is not expected to exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source shipping income is considered to be ‘‘effectively connected’’ with the conduct of a U.S. trade or business, as described below, any such ‘‘effectively connected’’ U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at rates of up to 35%. In addition, we would be subject to the 30% ‘‘branch profits’’ taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

Our U.S.-source shipping income would be considered ‘‘effectively connected’’ with the conduct of a U.S. trade or business only if:


	•	we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S.-source shipping income; and


	•	substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States (or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States).

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We do not intend to have any vessel operating to or from the United States on a regularly scheduled basis or maintain an office or other fixed place of business in the United States. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be ‘‘effectively connected’’ with the conduct of a U.S. trade or business.

United States Taxation of Gain on the Sale of Vessels

Upon the sale of a vessel that has produced income that was ‘‘effectively connected’’ with the conduct of a U.S. trade or business, we could be subject to the U.S. federal corporate income tax as well as ‘‘branch profits’’ tax as described above. Otherwise, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel will be considered to occur outside of the United States or to otherwise be structured so that the gain, if any, on the sale is not subject to U.S. taxation.

United States Federal Income Tax Consequences for Holders of Our Shares and Warrants

The following discussion summarizes certain U.S. federal income tax consequences of the acquisition, ownership and disposition of our shares and warrants by a U.S. holder. For purposes of this discussion, a U.S. holder is a beneficial owner of our shares or warrants that is, for U.S. federal income tax purposes:


	•	an individual who is a citizen or resident of the U.S.;


	•	a corporation (or other entity taxed as a corporation) created or organized in or under the laws of the U.S. or any of its political subdivisions;


	•	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or


	•	a trust if (i) in general, a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more ‘‘United States persons’’ (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a ‘‘United States person.’’

Unless otherwise specifically indicated, this discussion does not consider the U.S. federal income tax consequences to a person that is not a U.S. holder (a ‘‘non-U.S. holder’’).

This discussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each prospective investor’s decision to purchase our shares or warrants. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. holder based on such holder’s individual circumstances. In particular, this discussion considers only U.S. holders that will own shares or warrants as capital assets (generally, assets held for investment) and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to U.S. holders that are subject to special treatment, including:


	•	broker-dealers;


	•	insurance companies;


	•	taxpayers who have elected mark-to-market accounting;


	•	entities that are tax-exempt for U.S. federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts;


	•	regulated investment companies;

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	•	real estate investment trusts;


	•	financial institutions or ‘‘financial services entities;’’


	•	taxpayers who hold our shares or warrants as part of a straddle, hedge, conversion transaction or other integrated transaction;


	•	taxpayers who receive our shares or warrants as compensation for the performance of services;


	•	certain former citizens or long-term residents of the United States;


	•	holders owning directly, indirectly or by attribution at least 10% of our voting power; and


	•	taxpayers whose functional currency is not the U.S. dollar.

This discussion does not address any aspect of U.S. federal gift or estate taxes, or state, local or non-U.S. tax laws. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our shares or warrants through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our shares or warrants, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the tax consequences to it of acquiring, owning or disposing of our shares or warrants.

Prospective investors are advised to consult their tax advisers regarding the specific U.S. federal income tax consequences to them of acquiring, owning or disposing of our shares or warrants.

Allocation of Purchase Price of Units Between the Shares and Warrants

For U.S. federal income tax purposes, a U.S. holder must allocate the purchase price of a unit between the share and warrant that comprise a unit based on the relative fair market value of each. Following the closing, we will advise each investor of our allocation of the purchase price for a unit between the shares and warrant comprising each unit. However, our allocation will not be binding on the United States Internal Revenue Service (‘‘IRS’’) and it is possible that the IRS could disagree with our allocation. Each U.S. holder is advised to consult such holder’s own tax adviser with respect to the risks associated with an allocation of the purchase price between the share and warrant that comprise a unit that is inconsistent with our allocation of the purchase price.

Distributions Paid on Shares

Subject to the discussion of the passive foreign investment company, or PFIC, rules below, a U.S. holder will be required to include in gross income as a dividend the amount of any distribution paid on our shares to the extent the distribution is paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of such earnings and profits will be applied against and will reduce the U.S. holder’s basis in our shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of the shares. The Company intends to maintain calculations of its earnings and profits under U.S. federal income tax principles.

In the case of a U.S. holder that is a corporation, a dividend from a non-U.S. corporation will generally be taxable at regular corporate rates of up to 35% and generally will not qualify for the dividends-received deduction. A non-corporate U.S. holder generally will be subject to tax at ordinary income tax rates of up to 35% on dividends that it receives that are not treated as ‘‘qualified dividend income.’’ A non-corporate U.S. holder’s qualified dividend income currently is subject to tax at reduced rates not exceeding 15% for taxable years beginning on or before December 31, 2010. For this purpose, qualified dividend income generally includes dividends paid by a non-U.S. corporation if the stock of that corporation with respect to which the dividends are paid is readily tradable on an established securities market in the United States (e.g., the New York Stock Exchange). However, dividends paid by a non-U.S. corporation will not qualify for the reduced rates of tax if such

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corporation is treated for the taxable year in which the dividend is paid or the preceding taxable year as a PFIC for U.S. federal income tax purposes. See the discussion below under the heading ‘‘Tax Consequences If We Are a Passive Foreign Investment Company’’ regarding our status as a PFIC. A non-corporate U.S. holder is eligible to treat dividends on our shares as qualified dividend income only if the U.S. holder meets certain requirements, including certain holding period requirements and the absence of certain risk reduction transactions with respect to our shares. There can be no assurance that any dividends paid on our shares will be eligible for a reduced rate of tax in the hands of a non-corporate U.S. holder.

Disposition of Shares

Subject to the discussion of the PFIC rules below, upon the sale, exchange or other disposition of our shares, including the exercise of conversion rights, a U.S. holder will realize capital gain or loss in an amount equal to the difference between such U.S. holder’s tax basis in its shares and the amount realized on the disposition. A U.S. holder’s basis in its shares is usually the cost of such shares (that is, an amount equal to the portion of the purchase price of a unit allocated to such shares as described above under the heading ‘‘Allocation of Purchase Price of Units Between the Shares and Warrants’’). A share acquired pursuant to the exercise of a warrant will have a tax basis equal to the U.S. holder’s tax basis in the warrant (that is, an amount equal to the portion of the purchase price of each unit allocated to the warrant as described above under the heading ‘‘Allocation of Purchase Price of Units Between the Shares and Warrants’’) plus the amount paid to exercise the warrant.

Subject to the discussion of the PFIC rules below, capital gain from the sale, exchange or other disposition of shares held for more than one year is long-term capital gain, and is eligible for a reduced rate of taxation for individuals. Long-term capital gains recognized by certain non-corporate holders in taxable years beginning on or before December 31, 2010 may qualify for a reduced rate of taxation of 15% or less. A U.S. holder’s holding period in a share received upon the exercise of a warrant will commence on the day after the warrant is exercised. The deductibility of a capital loss recognized on the sale, exchange or other disposition of shares is subject to limitations.

Warrants

Subject to the discussion of the PFIC rules below, a U.S. holder generally will not recognize gain or loss upon the exercise of a warrant. A U.S. holder will realize capital gain or loss upon the sale, exchange or other disposition of a warrant in an amount equal to the difference between the amount realized and the U.S. holder’s basis in the warrant (that is, an amount equal to the portion of the purchase price of a unit allocated to the warrant as described above under the heading ‘‘Allocation of Purchase Price of Units Between the Shares and Warrants’’). Such capital gain or loss will constitute long-term capital gain or loss if the warrant was held for more than one year. Long-term capital gains recognized by certain non-corporate U.S. holders in taxable years beginning on or before December 31, 2010 may qualify for a reduced rate of taxation not exceeding 15%. If the terms of a warrant provide for any adjustment to the number of shares for which the warrant may be exercised or to the exercise price of the warrant, such adjustment may under certain circumstances result in a constructive distribution that could be taxable as a dividend to the holder of the warrant. Conversely, the absence of an appropriate adjustment may result in a constructive distribution that could be taxable as a dividend to the U.S. holders of our shares. If a warrant is allowed to lapse unexercised, a U.S. holder would have a capital loss equal to such holder’s tax basis in the warrant. The deductibility of capital losses is subject to limitations.

Tax Consequences If We Are a Passive Foreign Investment Company

We will be a passive foreign investment company, or PFIC, if 75% or more of our gross income in a taxable year is passive income, or if at least 50% of our assets in a taxable year, averaged over the year and ordinarily determined based on fair market value, are held for the production of, or produce, passive income. In making these determinations, we would include our pro rata share of the gross income and assets of any corporation in which we are considered to own 25% or more of the shares

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by value. Passive income generally includes dividends, interest, rents, royalties, net gains from the disposition of passive assets and net gains from certain commodities transactions. Net gains from commodities transactions will not be treated as passive income if they (1) are active business gains or losses from the sale of commodities, but only if substantially all of a corporation’s commodities are stock in trade or inventory, depreciable property or real property used in trade or business or supplies used in the ordinary course of a trade or business, (2) arise out of certain commodity hedging transactions entered into in the ordinary course of a trade or business or (3) are attributable to certain foreign currency transactions.

Because we currently have no active business and may not acquire an active business in our first taxable year, we believe that it is likely that we will satisfy the PFIC asset and income tests for our first taxable year. However, the PFIC rules contain an exception to PFIC status for corporations in their ‘‘start-up year.’’ A corporation will not be a PFIC in its start-up year, which is the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC, (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year and (3) the corporation is not in fact a PFIC for either of such taxable years. The applicability of the start-up exception to us is uncertain and it is not clear that we would be able to make the showings required by the IRS to qualify for the start-up year exception. Even if we acquire a target business with an active trade or business, we may still meet one of the PFIC tests depending on the timing of the acquisition and the passive income and assets of the acquired company. If the target business that we acquire is or was a PFIC, then it is likely that we will not qualify for the start-up year exception and will be a PFIC for our first taxable year. We note, however, that PFIC status is determined annually and it cannot be determined until the close of the taxable years in question. Since we will not be able to determine whether we will be classified as a PFIC until an acquisition (if any) is made and the timing of such acquisition is known, we cannot make any representations to U.S. holders regarding our PFIC status at this time. Therefore, no assurances can be made that we will not be a PFIC for either our start-up year or for any subsequent taxable year. The following discussion describes the material U.S. federal income tax consequences to U.S. holders if we are classified as a PFIC.

If we were to be classified as a PFIC for U.S. federal income tax purposes, a U.S. holder could be subject to increased tax liability upon the sale or other disposition of our shares or warrants (including gifts and pledges as security for a loan) or upon the receipt of distributions treated as ‘‘excess distributions.’’ In general, an excess distribution is the amount of distributions received during a taxable year that exceed 125% of the average amount of distributions received by a U.S. holder in respect of our shares during the preceding three taxable years, or if shorter, during the U.S. holder’s holding period prior to the taxable year of the distribution. Under these rules, the excess distribution and any gain on the disposition of the shares or warrants would be allocated ratably over the U.S. holder’s holding period for the shares or warrants, as applicable. The amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income. The amount allocated to each of the other taxable years would be subject to tax at the highest marginal rate in effect for the applicable class of taxpayer for that taxable year, and an interest charge for the deemed tax deferral benefit would be imposed on the resulting tax liability as if such tax liability had been due with respect to such taxable years. The tax liability with respect to the amounts allocated to taxable years prior to the year of disposition or distribution cannot be offset by net operating losses. In addition, holders of stock in a PFIC may not receive a ‘‘step-up’’ in basis on shares acquired from a decedent.

We will generally be treated as a PFIC with respect to any U.S. holder if we are a PFIC for any taxable year during the U.S. holder’s holding period for our shares or warrants. However, if we cease to satisfy the requirements for PFIC classification in any taxable year, a U.S. holder may avoid the consequences of our PFIC classification for subsequent taxable years by making an election to recognize gain based on the U.S. holder’s unrealized appreciation in our shares through the close of the last taxable year in which we are a PFIC. The gain recognized would be subject to the excess

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distribution rules described above. As a result of the election, a U.S. holder would obtain a new basis and holding period in our shares. The tax law is unclear as to whether this election is available with respect to the warrants.

The PFIC rules described above will not apply to a U.S. holder if the U.S. holder makes an election to treat us as a qualified electing fund, or QEF, with respect to its shares in the first taxable year the U.S. holder owns our shares. A U.S. holder may make a QEF election only if we furnish the U.S. holder with certain tax information. Upon written request by a U.S. holder, we intend to make available the PFIC annual statement currently required by the IRS, which provides information necessary for a U.S. holder to comply with the reporting requirements applicable to the QEF election.

A U.S holder may not make a QEF election with respect to the warrants. Even if a U.S. holder that exercises warrants properly makes (or has in effect) a QEF election with respect to the shares acquired upon such exercise, the adverse tax consequences relating to those shares will continue to apply with respect to the pre-QEF election period, unless the holder makes a ‘‘purging election.’’ The purging election creates a deemed sale of the shares acquired upon exercising the warrants. The gain recognized as result of the purging election would be subject to the special tax and interest charge rules, treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. holder would have a new basis and holding period in the shares acquired on the exercise of the warrants for purposes of the PFIC rules. The application of the PFIC and QEF rules, including the consequences of making certain elections, to warrants and shares acquired upon exercise of warrants is subject to significant uncertainties. Accordingly, each U.S. holder should consult such holder’s tax adviser concerning the consequences of holding warrants or shares acquired through the exercise of such warrants if we were to be a PFIC.

A U.S. holder that has in effect a QEF election is required for each taxable year in which we are PFIC to include in its income a pro rata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long-term capital gain, unless a separate election to defer payment of taxes and pay an interest charge with respect to such deferred taxes is made by the U.S. holder. Any income inclusion will be required whether or not such U.S. holder owns our shares for an entire taxable year or at the end of our taxable year; however, such income inclusion generally is required only with respect to the portion of the taxable year in which our shares are held by the U.S. holder. The amount so includable will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. A U.S. holder’s basis in our shares will increase by any amount included in income and decrease by any amount that is distributed to the extent that such amount was previously included in income under the QEF rules. So long as a U.S. holder’s QEF election is in effect with respect to its entire holding period for our shares, any gain or loss realized by such holder on the disposition of our shares held as a capital asset generally should be capital gain or loss.

The QEF election is made on a shareholder-by-shareholder basis, applies to all shares held or subsequently acquired by an electing U.S. holder and can be revoked only with the consent of the IRS. A U.S. holder makes a QEF election by attaching a completed IRS Form 8621, including the PFIC annual information statement, to a timely filed U.S. federal income tax return or, if no federal income tax return is required to be filed, by filing such form with the IRS. Even if a QEF election is not made, a U.S. holder in a PFIC must generally file a completed IRS Form 8621 in each year during which the U.S. holder recognizes gain on a direct or indirect disposition of PFIC shares or receives certain direct or indirect distributions from a PFIC

As an alternative to making the QEF election, a U.S. holder of PFIC stock which is publicly traded (as discussed below) may in certain circumstances avoid certain of the tax consequences generally applicable to holders of stock in a PFIC by electing to mark the stock to market. As a result of such an election, in any taxable year that we are a PFIC, a U.S. holder would generally be required to report gain or loss to the extent of the difference between the fair market value of our shares at the end of the taxable year and such U.S. holder’s adjusted tax basis in our shares at that time. Any gain under this computation, and any gain on an actual disposition of our shares, would be treated as ordinary income. Any loss under this computation, and any loss on an actual disposition of our shares,

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generally would be treated as ordinary loss to the extent of the cumulative net mark-to-market gain previously included. Any remaining loss from marking our shares to market would not be allowed, and any remaining loss from an actual disposition of our shares generally would be capital loss. The U.S. holder’s tax basis in our shares would be adjusted annually for any gain or loss recognized as a result of the mark-to-market election. If a mark-to market election is not made as of the beginning of a U.S. holder’s holding period for our shares, special rules may apply. In addition, under current law, a mark-to-market election cannot be made with respect to our warrants.

This mark-to-market election is available so long as our shares constitute ‘‘marketable stock,’’ which includes stock of a PFIC that is ‘‘regularly traded’’ on a ‘‘qualified exchange or other market’’ (e.g., the New York Stock Exchange). A class of stock that is traded on one or more qualified exchanges or other markets is ‘‘regularly traded’’ on an exchange or market for any calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial public offering. It is uncertain whether there will be sufficient trading volume with respect to our shares or whether our shares will, or will continue to, trade on the New York Stock Exchange. Accordingly, there are no assurances that our shares will be ‘‘marketable stock’’ for these purposes. As with a QEF election, a mark-to-market election is made on a shareholder-by-shareholder basis, applies to all our shares held or subsequently acquired by an electing U.S. holder and can only be revoked with the consent of the IRS (except to the extent our shares no longer constitute ‘‘marketable stock’’).

If we are a PFIC, any non-U.S. entity that is classified as a corporation for U.S. federal income tax purposes in which we acquire (directly or indirectly) an interest may also be treated as a PFIC. U.S. holders of our shares may be able to make separate QEF elections for such an entity. We intend to cause any such entity to provide information that is necessary for a U.S. holder that owns our shares to make a QEF election with respect to such entity. However, we may not be able to cause such entity to provide such information, in which case a QEF election with respect to such entity generally will not be available. If a QEF election is not made with respect to such an entity, the general PFIC rules described above will apply to direct and indirect dispositions of (including a U.S. holder’s disposition of our shares), and excess distributions by, such entity. In addition, it is not entirely clear whether a mark-to-market election made with respect to us would be applicable to subsidiaries or other entities in which we acquire (directly or indirectly) an interest and that are PFICs.

The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. As a result, U.S. holders of our shares and/or warrants are strongly encouraged to consult their tax advisers about the PFIC rules in connection with their acquisition, ownership or disposition of our shares or warrants.

Non-U.S. holders

Except as described in ‘‘Information Reporting and Back-up Withholding’’ below, a non-U.S. holder of our shares or warrants will not be subject to U.S. federal withholding taxes on the payment of dividends with respect to our shares and the proceeds from the disposition of our shares or warrants, and will not be subject to U.S. federal income taxes on such items unless:


	•	such item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country which has a treaty with the United States, such item is attributable to a permanent establishment or, in the case of an individual, a fixed place of business, in the United States; or


	•	with respect to the disposition of our shares or warrants, the non-U.S. holder is an individual who holds the shares or warrants as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

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A non-U.S. holder’s effectively connected income generally will be subject to regular U.S. federal income tax in the same manner as if it were realized by a U.S. holder. In addition, if a corporate non-U.S. holder recognizes effectively connected income, such non-U.S. holder may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, or at a lower rate if such non-U.S. holder is eligible for the benefits of an income tax treaty that provides for a lower rate.

Information Reporting and Backup Withholding

U.S. holders generally are subject to information reporting requirements with respect to dividends paid on our shares and on the proceeds from the sale, exchange or disposition of our shares or warrants. In addition, a U.S. holder is subject to backup withholding (currently at 28%) on dividends paid on our shares, and on the sale, exchange or other disposition of our shares or warrants, unless such U.S. holder provides a taxpayer identification number and a duly executed IRS Form W-9, or otherwise establishes an exemption.

A non-U.S. holder generally is not subject to information reporting or backup withholding with respect to dividends paid on our shares, or the proceeds from the sale, exchange or other disposition of our shares or warrants, provided that a non-U.S. holder certifies as to its foreign status on the applicable duly executed IRS Form W-8 or otherwise establishes an exemption.

Backup withholding is not an additional tax and the amount of any backup withholding will be allowed as a credit against a U.S. or non-U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.

If a United States person (as defined in the Code) acquires our units in the offering and either (i) immediately after such acquisition such person holds (directly or under applicable attribution rules) 10% or more of the total voting power or value of our stock, or (ii) the purchase price for such acquisition, together with transfers of cash to us by such United States person or certain related persons during the 12-month period ending on the date of such acquisition, exceeds $100,000, then such United States person is generally required to report such acquisition to the IRS and may be subject to significant penalties if there is a failure to comply with such reporting requirements.

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UNDERWRITING

J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as joint bookrunning managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase and we have agreed to sell to that underwriter, the number of units set forth opposite the underwriter’s name.

The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.

The underwriters propose to offer some of the units directly to the public at the public offering price set forth on the cover page of this prospectus and some of the units to dealers at the public offering price less a concession not to exceed $ per unit. The representatives have advised us that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of units of common stock offered by them. If all of the units are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 3,300,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter’s initial purchase commitment. The ‘‘restricted period’’ under Regulation M will end upon the completion of this distribution. Under Regulation M, the restricted period will terminate when all of the securities have been distributed and any stabilization arrangements have been terminated. Further, if the underwriters were to exercise the over-allotment option to purchase securities in excess of its syndicate short position at the time the over-allotment option is exercised, the restricted period could be extended. In such event, the restricted period would not end until the excess securities were distributed by the underwriters or placed in their investment account. However, the underwriters have agreed that they may only exercise their over-allotment option to cover their actual short positions, if any.

Navios Holdings has agreed, subject to certain exceptions, not to transfer, assign or sell any of the sponsor warrants (including the common stock issuable upon exercise of such warrants) until after the date on which we consummate our initial business combination. Our initial shareholders have also agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the sponsor units or the shares or warrants included in such units (including the common stock issuable upon exercise of such warrants) for a period of 180 days from the date we consummate our initial business combination.

Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations among us and the underwriters. The determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. We cannot assure you that the prices at which the units will trade in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, common stock or warrants will develop and continue after this offering.

We intend to apply to have our units, warrants and common stock included for quotation on the New York Stock Exchange under the symbols ‘‘ NNA.U ,’’ ‘‘ NNA WS ’’ and ‘‘ NNA ,’’ respectively.

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The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional units.

Paid by Navios Maritime Acquisition Corporation


	No Exercise			Full Exercise
Per Unit		$	0.70		$	0.70
Total		$	7,700,000		$	8,855,000

The amounts paid by us in the table above include $7,700,000 in deferred underwriting discounts and commissions (or $8,855,000 if the over-allotment option is exercised in full), an amount equal to 3.5% of the gross proceeds of this offering, which will be placed in the trust account until the consummation of an initial business combination as described in this prospectus. At that time, the deferred underwriting discounts and commissions will be promptly paid to the underwriters out of the balance held in the trust account. If we do not consummate an initial business combination and the trustee must distribute the balance of the trust account, the underwriters have agreed that (i) on our liquidation they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any income earned thereon, then in the trust account, and (ii) the deferred underwriting discounts and commission will be distributed on a pro rata basis, together with any income earned thereon and net of taxes payable on such income, to the public stockholders.

In connection with this offering, the underwriters may purchase and sell units in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of units in excess of the number of units to be purchased by the underwriters in this offering, which creates a syndicate short position. ‘‘Covered’’ short sales are sales of units made in an amount up to the number of units represented by the underwriters’ over-allotment option. In determining the source of units to close out the covered syndicate short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. Transactions to close out the covered syndicate short position involve either purchases of the units in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make ‘‘naked’’ short sales of units in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of bids for or purchases of units in the open market while this offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters repurchase units originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time. Stabilizing transactions, if commenced, must be brought to an end after a limited period.

We estimate that the portion of the total expenses of this offering payable by us will be $900,000, exclusive of underwriting discounts and commissions.

The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business.

A prospectus in electronic format may be made available by one or more of the underwriters on a website maintained by one or more of the underwriters and one or more of the underwriters may

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distribute prospectuses electronically. The representatives of the underwriters may agree to allocate a number of units to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated on the same basis as other allocations. In addition, units may be sold by the underwriters to securities dealers who resell units to online brokerage account holders.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a ‘‘relevant member state’’), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the ‘‘relevant implementation date’’), an offer of our units described in this prospectus may not be made to the public in that relevant member state, except that an offer to the public in that relevant member state of any units may be made at any time with effect from and including the relevant implementation date under the following exemptions under the Prospectus Directive, if they have been implemented in that relevant member state:


	•	to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or


	•	to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;


	•	by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the joint bookrunning managers for any such offer; or


	•	in any other circumstances that do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive,

provided that no such offer of units shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

In any relevant member state, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This prospectus has been prepared on the basis that any offer of units in any relevant member state, will be made pursuant to an exemption under the Prospectus Directive, as implemented in that relevant member state, from the requirement to publish a prospectus for offers of units. Accordingly any person making or intending to make any offer within the EEA of units which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer (other than Permitted Public Offers) of units in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

For purposes of this provision, the expression an ‘‘offer to the public’’ in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

This EEA selling restriction is in addition to any other selling restrictions set out in this prospectus.

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Notice to prospective investors in the United Kingdom

This prospectus is only being distributed to and is only directed at (i) persons outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ‘‘relevant persons’’). The units are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such units will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Notice to prospective investors in France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the units that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; no units have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offering material relating to the units have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties and qualified investors (investisseurs qualifiés) acting for their own account, as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. The direct or indirect distribution to the public in France of any so acquired units may be made only as provided by Articles L 411-1, L 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Notice to prospective investors in Italy

The offering of units has not been cleared by the Italian Securities Exchange Commission ( Commissione Nazionale per le Società e la Borsa , or the ‘‘CONSOB’’) and, accordingly, the units may not and will not be offered, sold or delivered, nor may or will copies of this Prospectus or any other documents relating to the units or the Prospectus, be distributed in Italy, other than to qualified investors ( investitori qualificati ), as defined (i) in Article 2, paragraph (e)(i) to (iii) of the Prospectus Directive (with the exception of (a) management companies ( società di gestione del risparmio ) authorized to manage individual portfolios on behalf of third parties and (b) fiduciary companies ( società fiduciarie ) authorized to manage individual portfolios pursuant to Article 60(4) of the Legislative Decree No. 415 of July 23, 1996, as amended) or (ii) pursuant to another exemption from the requirements of Articles 94 et seq. of Legislative Decree No. 58 of February 24, 1998, as amended (the ‘‘Italian Finance Law’’) and CONSOB Regulation No. 11971 of May 14, 1999 (‘‘Regulation No. 11971’’).

Any offer, sale or delivery of the units or distribution of copies of the Prospectus, or any other document relating to the units or the Prospectus, in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be:


	•	made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Legislative Decree No. 385 of September 1, 1993, as amended (the ‘‘Italian Banking Law’’), the Italian Finance Law, Regulation No. 16190, and any other applicable laws and regulations;


	•	in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and


	•	in compliance with any other applicable notification requirement or limitation which may be imposed upon the offer of the units by the CONSOB or the Bank of Italy.

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This Prospectus and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.

Article 100- bis of the Italian Finance Act affects the transferability of the units in the Republic of Italy to the extent that any placing of the units is made solely with qualified investors and such units are then systematically resold to non-qualified investors on the secondary market at any time in the 12 months following such placing. Where this occurs, if has not been published a prospectus compliant with the Prospectus Directive, purchasers of units who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose premises the units were purchased, unless an exemption provided for under the Italian Finance Act applies.

In addition to the above (which shall continue to apply to the extent not inconsistent with the implementing measures of the Prospectus Directive in Italy), after the implementation of the Prospectus Directive in Italy, the restrictions, warranties and representations set out under the heading ‘‘European Economic Area’’ above shall apply to Italy.

Notice to prospective investors in Luxembourg

The Offered Securities may not be offered to the public in Luxembourg, except that they may be offered in Luxembourg in the following circumstances:


	(a)	in the period beginning on the date of publication of a prospectus in relation to those Offered Securities which have been approved by the Commission de surveillance du secteur financier (CSSF) in Luxembourg or, where appropriate, approved in another relevant European Union Member State and notified to the CSSF, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;


	(b)	at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;


	(c)	at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or


	(d)	at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the foregoing paragraph, the expression an offer of Offered Securities to the public in relation to any Offered Securities in Luxembourg means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase the Offered Securities, as defined in the Law of 10 July 2005 on prospectuses for securities and implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the Prospectus Directive), or any variation thereof or amendment thereto.

Notice to prospective investors in Spain

This document is neither approved by nor registered in the administrative registries of the Spanish Comisin Nacional del Mercado de Valores (‘‘CNMV’’). The units may not be offered or sold in Spain or targeted to Spanish resident investors save in compliance with the requirements of the Spanish Securities Markets Act, as amended and restated, from time to time, and decrees, regulations and any further subsequent legislation issued thereunder.

Notice to prospective investors in Switzerland

The units may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to us or the

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units constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (CISA), and neither this document nor any other offering material relating to us or the units may be publicly distributed or otherwise made publicly available in Switzerland. The Units may only be offered, sold or advertised, and the document as well as any other offering or marketing material relating to the units, may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 CISA and article 6 of the Ordinance on Collective Investment Schemes. We have not authorized by or registered with the Swiss Federal Banking Commission under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by the Swiss Federal Banking Commission.

Buyer’s Representation

Each person in a relevant member state who receives any communication in respect of, or who acquires any units under, the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and us that:


	(a)	it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(1)(e) of the Prospectus Directive; and


	(b)	in the case of any units acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the units acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the co-bookrunning managers has been given to the offer or resale; or (ii) where units have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those units to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an ‘‘offer’’ in relation to any units in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for the units, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, Navios Holdings, Navios Partners, or their respective subsidiaries. Each of J.P. Morgan Securities Inc. and S. Goldman Advisors LLC has performed investment banking and financial advisory services for Navios Holdings and Navios Partners from time to time, for which it has received customary commissions and fees.

Other Terms

We have no understandings, arrangements, obligations or commitments, preliminary or otherwise, to engage any of the underwriters or any of their affiliates to provide any services for us after this offering, and have no present intent to do so. However, we may pay the underwriters of this offering or any entity with which they are affiliated a finder’s fee or other compensation for services rendered to us in connection with the consummation of a business combination. In addition, any of the underwriters may assist us in raising additional capital in the future for which they will be entitled to receive customary fees.

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LEGAL MATTERS

The validity of the securities offered in this prospectus are being passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York and Fried, Frank, Harris, Shriver & Jacobson, LLP, New York, New York, is acting as counsel for the underwriters in this offering. Reeder & Simpson PC will provide us with opinions relating to matters concerning the law of the Republic of the Marshall Islands in connection with offerings under this prospectus. Fried, Frank, Harris, Shriver & Jacobson, LLP has performed legal services for Navios Holdings and its subsidiaries from time to time.

EXPERTS

The financial statements of Navios Maritime Acquisition Corporation as of March 31, 2008 and for the period March 14, 2008 (date of inception) to March 31, 2008 included in this prospectus and in the registration statement have been audited by Rothstein, Kass & Company, P.C., Roseland, New Jersey, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Rothstein, Kass & Company, P.C. are included in reliance upon their report given upon the authority of Rothstein, Kass & Company, P.C. as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form F-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

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NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)
FINANCIAL STATEMENTS
AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
March 31, 2008

NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)


Report of Independent Registered Public Accounting Firm			F-2
Financial Statements:
Balance Sheet			F-3
Statement of Operations			F-4
Statement of Shareholder’s Equity			F-5
Statement of Cash Flows			F-6
Notes to Financial Statements			F-7 – F-13

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
Navios Maritime Acquisition Corporation

We have audited the accompanying balance sheet of Navios Maritime Acquisition Corporation (a corporation in the development stage) (the ‘‘Company’’) as of March 31, 2008, and the related statements of operations, shareholder’s equity, and cash flows for the period from March 14, 2008 (date of inception) to March 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Navios Maritime Acquisition Corporation (a corporation in the development stage) as of March 31, 2008, and the results of its operations and its cash flows for the period March 14, 2008 (date of inception) to March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
June 16, 2008

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NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)

BALANCE SHEET


	March, 31 2008
ASSETS
Current assets , Cash		$	525,012
Other assets , deferred offering costs			73,962
Total assets		$	598,974
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities
Account payable		$	100
Amount due to related parties			20,096
Accrued offering costs			60,000
Loan payable, sponsor			500,000
Total current liabilities			580,196
Commitments and Contingencies
Shareholder’s equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued			—
Common stock, $.0001 par value, authorized 100,000,000 shares; 8,625,000 shares issued and outstanding			863
Additional paid-in capital			24,137
Deficit accumulated during the development stage			(6,222	)
Total shareholder’s equity			18,778
Total liabilities and shareholder’s equity		$	598,974

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents

NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)

STATEMENT OF OPERATIONS
For the period March 14, 2008 (date of inception) to March 31, 2008


Revenue	$	—
Expenses
General and Administrative expenses		(5,484	)
Formation costs		(750	)
Loss from operations		(6,234	)
Interest income		12
Net loss applicable to common shareholder	$	(6,222	)
Common shares outstanding, basic and diluted		8,625,000
Loss per common share, basic and diluted	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

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NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)

STATEMENT OF SHAREHOLDER’S EQUITY
For the period March 14, 2008 (date of inception) to March 31, 2008


	Common Stock					Additional Paid-in Capital			Deficit Accumulated During the Development Stage				Total Shareholder’s Equity
	Shares		Amount			Additional Paid-in Capital			Deficit Accumulated During the Development Stage				Total Shareholder’s Equity
Sale of units issued to the sponsor at approximately $0.003 per unit on March 18, 2008		8,625,000		$	863		$	24,137		$	—			$	25,000
Net loss for the period											(6,222	)			(6,222	)
Balances, March 31, 2008		8,625,000		$	863		$	24,137		$	(6,222	)		$	18,778

The accompanying notes are an integral part of these financial statements.

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NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)

STATEMENT OF CASH FLOWS
For the period March 14, 2008 (date of inception) to March 31, 2008


Cash flows from operating activities
Net loss	$	(6,222	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in operating liabilities:
Accounts payable		100
Amount due to related parties		6,134
Net cash provided by operating activities		12
Cash flows from financing activities
Proceeds from loan payable, sponsor		500,000
Proceeds from issuance of units to sponsor		25,000
Net cash provided by financing activities		525,000
Net increase in cash		525,012
Cash, beginning of period		—
Cash, end of period	$	525,012
Supplemental schedule of non-cash financing activities:
Accrued offering costs	$	60,000
Amount due to related party, offering costs	$	13,962

The accompanying notes are an integral part of these financial statements.

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NAVIOS MARITIME ACQUISITION CORPORATION
(a corporation in the development stage)

Notes to Financial Statements

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Navios Maritime Acquisition Corporation (a corporation in the development stage) (the ‘‘Company’’) was incorporated in the Republic of the Marshall Islands on March 14, 2008. The Company was formed to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the drybulk shipping sector. 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.

At March 31, 2008, the Company had not commenced any operations or generated revenue. All activity for the period from March 14, 2008 (date of inception) to March 31, 2008 relates to the Company’s formation, capital raising activities and the proposed public offering described below. Following such offering, the Company will not generate any operating revenues until after consummation of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (‘‘Proposed Offering’’), which is discussed in Note 3, and a proposed private placement (‘‘Private Placement’’), to take place simultaneously with the completion of this offering, which is discussed in Note 5. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a business combination with a target business. As used herein, a ‘‘target business’’ shall include one or more assets or operating businesses in the marine transportation and logistics industries and a ‘‘business combination’’ shall mean the acquisition of one or more target businesses.

Proceeds of $218,925,000 (or $250,770,000 if the underwriters’ over-allotment option is fully exercised) from the Proposed Offering, including the Private Placement of 7,600,000 of the Company’s sponsor warrants to purchase common stock ($7,600,000 in the aggregate), will be placed in a trust account (the ‘‘Trust Account’’) maintained by Continental Stock Transfer & Trust Company as trustee. The amount of proceeds from this offering also includes $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is fully exercised) of deferred underwriting discounts and commissions payable to the underwriter in the Proposed Offering. The Company’s agreement with the trustee requires that the trustee will invest and reinvest the proceeds in the Trust Account only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in money market funds meeting the conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Except with respect to interest income that may be released to the Company of (i) up to $3,000,000 to fund working capital requirements and (ii) any additional amounts needed to pay the Company’s income and other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the consummation of a business combination or a liquidation, or for payments with respect to shares of common stock converted in connection with the vote to approve a business combination or an extended period. The proceeds held in the Trust Account may be used as consideration to pay sellers of a target business with which the Company consummates a business combination. Any amounts not paid as consideration to the sellers of the target business (excluding taxes and amounts permitted to be disbursed for expenses as well as the amount held in the Trust Account representing deferred underwriting discounts and commissions), may be used to finance operations of the target business.

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The initial business combination must occur with a target business that has a fair market value of at least 80% of the balance in the Trust Account (excluding deferred underwriter discounts and commissions). The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for shareholder approval. The Company will proceed with the initial business combination only if the following two conditions are met: (i) a majority of the shares of common stock voted by the holders of the shares of common stock being sold as part of the units in this public offering (‘‘Public Shareholders’’) are voted in favor of the business combination, and (ii) conversion rights have been exercised with respect to less than 40% of the shares sold in this offering. Navios Maritime Holdings, Inc., an initial shareholder (‘‘Navios Holdings,’’ or the ‘‘Sponsor’’) and all of the Company’s officers and directors, have agreed to vote any shares of common stock acquired by them in the Proposed Offering or in the aftermarket in accordance with the majority of the shares of common stock voted by the Public Shareholders with respect to any proposed business combination or extended period. After consummation of the Company’s first business combination, all of these voting safeguards will no longer be applicable. However, there is no assurance that the Company will be able to effect a business combination successfully.

Solely voting against the business combination or the extended period will not result in conversion of a shareholder’s shares for a pro rata share of the Trust Account. Such Public Shareholder must have also exercised their conversion rights described below. If Public Shareholders representing 40% or more of the shares sold in the Proposed Offering exercise their conversion rights, the Company will be unable to consummate a business combination (or to extend the time period within which it can consummate a business combination, as applicable) and no shareholders will receive a distribution from the Trust Account.

Public Shareholders voting against (i) a business combination that is subsequently approved, or (ii) an extended period that is subsequently approved will be entitled to convert their stock into a pro rata share of the Trust Account, including any interest earned on their pro rata share, net of interest that may be released to the Company as described above to fund working capital requirements and pay any tax obligations, only if the business combination is approved and consummated, or the extended period is approved, as applicable. If (i) the business combination is not approved or consummated, or (ii) the extended period is not approved, then the Public Shareholders voting against the business combination or the extended period, as applicable, will not be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the Trust Account. The Company views this requirement as an obligation to its shareholders and will not take any action to amend or waive this provision in its amended and restated certificate of incorporation. Navios Holdings and its permitted transferees will not be able to exercise conversion rights with respect to their shares of common stock, even shares acquired in the Proposed Offering or the aftermarket.

Public Shareholders who convert their common stock into a pro rata share of the Trust Account will be paid promptly their conversion price following their exercise of conversion rights and will continue to have the right to exercise any warrants they own. The initial conversion price is approximately $9.95 per share (approximately $9.91 per share if the underwriters’ over-allotment option is fully exercised). Since this amount may be lower than the market price of the common stock on the date of conversion, there may be a disincentive on the part of Public Shareholders to exercise their conversion rights.

If the Company has not consummated a business combination within 24 months (or up to 36 months if a letter of intent, agreement in principle or definitive agreement with respect to a proposed business combination has been executed and not terminated within such 24-month period and the extended period has been approved) from the date of the prospectus, the Company will promptly take all action necessary to distribute only to its Public Shareholders (including its existing shareholders to the extent they have purchased shares in the Proposed Offering or in the aftermarket) the amount in its Trust Account including (i) all accrued interest net of income taxes paid or payable on such interest (less interest income of up to $3,000,000 earned on the Trust Account balance previously released to the Company to fund its working capital requirements), and (ii) all deferred underwriting discounts and commissions plus any of the Company’s remaining net assets. In the event

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of liquidation, it is possible that the per share value of the residual assets remaining available for distribution will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the warrants contained in the units to be offered in the Proposed Offering discussed in Note 3).

If a business combination is consummated outside the United States, the Company’s operations will be subject to local government regulations and to the uncertainties of the economic and political conditions of those areas.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the ‘‘SEC’’).

Development stage company:

The Company complies with the reporting requirements of SFAS No. 7: Accounting and Reporting by Development Stage Enterprises .

Loss per common share:

The Company complies with accounting and disclosure requirements of SFAS No. 128: Earnings Per Share . Net loss per common share, basic and diluted, is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period.

Basic loss per common share excludes dilution and is computed as net loss divided by the weighted average common shares outstanding for the period. Diluted loss per common shares reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the entity. As the Company reported a net loss for the period March 14, 2008 (date of inception) to March 31, 2008, the effect of the 8,625,000 units issued to the Sponsor has not been considered in the diluted net loss per common share since these dilutive securities would increase the loss per common share and become anti-dilutive. As a result, diluted loss per common share is equal to basic loss per common share for the period.

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 balance sheet.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s 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.

Deferred offering costs:

The Company complies with the requirements of the SEC’s Staff Accounting Bulletin (‘‘SAB’’) Topic 5A: Expenses of Offering . Deferred offering costs consist principally of legal, accounting and underwriting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Offering or charged to expense if the Proposed Offering is not completed.

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As of March 31, 2008, the Company incurred $73,962 of offering costs related to expenses incurred in connection with the Proposed Offering.

Income taxes:

The Company complies with SFAS No. 109: Accounting for Income Taxes (‘‘SFAS No. 109’’), 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 Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. 48 (‘‘FIN 48’’): Accounting for Uncertainty in Income Taxes , an interpretation of SFAS No. 109, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is ‘‘more likely than not’’ that the position is sustainable based on its technical merits. Management is currently unaware of any issues that could result in significant payments, accruals, or material deviations from its position.

The Company adopted the provisions of SFAS No. 109 and FIN 48 at inception on March 14, 2008.

The Company has not begun its trade or business for U.S. tax purposes and accordingly it could not yet recognize losses for expenditures. As a result, a deferred tax asset was established for the book loss recorded as well as a fully offsetting valuation allowance because the Company does not believe it is more likely than not that it will be able to realize its deferred tax asset in the future. The effective tax rate differs from the statutory tax rate due to the establishment of the valuation allowance.

Foreign currency translation:

The Company’s reporting currency is the U.S. dollar. Although the Company maintains a cash account with a foreign bank, its expenditures to date have been and are expected to continue to be denominated in U.S. dollars. Accordingly, the Company has designated its functional currency as the U.S. dollar.

Foreign currency transaction gains and losses will be included in the statement of operations as they occur.

Fair value measurements:

In September 2006, the FASB issued SFAS No. 157: Fair Value Measurements (‘‘SFAS No.157 ’’). SFAS No.157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements.

The Company adopted the provisions of SFAS No. 157 at inception on March 14, 2008.

Recently issued accounting standards:

SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be its fiscal year beginning January 1, 2008. However, in February 2008, the FASB issued FASB Staff Position No. FSP FAS 157-2: Effective Date of FASB Statement No. 157 (‘‘FSP FAS 157-2’’), which deferred the effective date of certain elements of SFAS No. 157 to fiscal years beginning November 15, 2008. Under FSP FAS 157-2, application of SFAS No. 157 may be

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deferred until fiscal years beginning after November 15, 2008 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. At this time, the Company is evaluating the impact of SFAS No. 157 but does not believe that the adoption of those parts of SFAS No. 157 not deferred by FSP FAS 157-2 will have a material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159: The Fair Value Option for Financial Assets and Financial Liabilities (‘‘SFAS No. 159’’). SFAS No. 159 permits entities to choose to measure many financial instruments at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

In December 2007, the FASB issued Statement No. 141R: Business Combinations (‘‘SFAS 141R’’). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interest transferred as a result of business combinations; and stipulates that acquisition related costs be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluation the nature and financial effects of business combinations. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions occurring in fiscal 2009 and thereafter.

In December 2007, the Financial Accounting Standards Board issued SFAS No. 160: Noncontrolling Interests in Consolidated Financial Statements (‘‘SFAS No. 106’’), an amendment of ARB 51, which changes the accounting and reporting for minority interests. Minority interests will be recharacterized as noncontrolling interests and will be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retroactively. The adoption of SFAS No. 160 will not have a significant impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 — PROPOSED OFFERING

The Proposed Offering calls for the Company to offer for public sale up to 22,000,000 units (‘‘Units’’). Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (‘‘Warrant’’). The expected public offering price will be $10.00 per Unit. Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.00 commencing on the later of (a) the consummation of a business combination or (b) one year from the date of the final prospectus for the Proposed Offering and will expire five years from the date of the prospectus. 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 $13.75 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.

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

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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 may expire worthless.

NOTE 4 — RELATED PARTY TRANSACTIONS

Navios Holdings purchased 8,625,000 units for a purchase price of $25,000 (the ‘‘Sponsor Units’’), of which an aggregate of 290,000 were transferred to the Company’s officers and directors. Subsequently, on June 16, 2008, Navios Holdings agreed to return to the Company an aggregate of 2,300,000 Sponsor Units, which, upon receipt, the Company cancelled. Accordingly, the initial shareholders own 6,325,000 Sponsor Units, of which 825,000 units held by Navios Holdings are subject to forfeiture by the Company to the extent the underwriters’ over-allotment option is not exercised so that initial shareholders will own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming Navios Holdings does not purchase units in the Proposed Offering). Each Sponsor Unit consists of one share of common stock and one warrant.

The common stock and warrants comprising the Sponsor Units are identical to the common stock and warrants comprising the units being sold in this offering, except that (i) initial shareholders and their permitted transferees will not be able to exercise conversion rights, as described below, with respect to the common stock underlying the Sponsor Units; (ii) initial shareholders have agreed, and any permitted transferees will agree, to vote the shares of common stock in the same manner as a majority of the shares of common stock voted by the Public Shareholders at the special or annual shareholders meeting called for the purpose of approving (i) a business combination or (ii) the extended period; (iii) initial shareholders have waived, and their permitted transferees will waive, their right to participate in any liquidating distribution with respect to the common stock if the Company fails to consummate a business combination; (iv) the warrants may not be exercised unless and until the last sale price of the Company’s common stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after the business combination; (v) the warrants will not be redeemable by the Company as long as they are held by initial shareholders or their permitted transferees (other than as part of a mandatory forfeiture of Sponsor Units if and to the extent the underwriters’ over-allotment option is not fully exercised); (vi) the warrants may be exercised by the holders by paying cash or on a cashless basis; and (vii) the Sponsor Units, and the underlying common stock and the warrants (including the common stock issuable upon exercise of the warrants) will not be transferable or salable, except to another entity controlled by Navios Holdings or Angeliki Frangou, or, in the case of individuals, family members and trusts for estate planing purposes, until 180 days after the consummation of the Company’s business combination.

Navios Holdings has agreed to purchase 7,600,000 warrants from the Company at a price of $1.00 per warrant ($7,600,000 in the aggregate) in the Private Placement that will occur simultaneously with the completion of the Proposed Offering (the ‘‘Sponsor Warrants’’). The proceeds from the Private Placement will be added to the proceeds of the Proposed Offering and placed in the Trust Account. If a business combination is not consummated within 24 months (or up to 36 months if the Company’s shareholders approve an extended period) after the date of this prospectus, the $7,600,000 proceeds from the sale of the Sponsor Warrants will be part of the liquidating distribution to the Public Shareholders and the Sponsor Warrants will expire worthless. The Sponsor Warrants are identical to the warrants included in the units sold in this offering except that: (i) the Sponsor Warrants will be subject to certain transfer restrictions until after the consummation of our initial business combination; (ii) the Sponsor Warrants may be exercised on a cashless basis, while the warrants included in the units sold in this offering cannot be exercised on a cashless basis; (iii) the Sponsor Warrants will not be redeemable by the Company so long as they are held by Navios Holdings or its permitted transferees; and (iv) none of the Sponsor Warrants to be purchased by

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Navios Holdings will be transferable or salable, except to another entity controlled by Navios Holdings, which will be subject to the same transfer restrictions until after a business combination is consummated. The Company does not believe that the sale of the Sponsor Warrants will result in the recognition of any stock-based compensation expense, as the Company believes that the Sponsor Warrants are being sold at or above fair value. However, the actual fair value of the Sponsor Warrants and any stock-based compensation expense will be determined on the date of the issuance of the Sponsor Warrants.

The Company received a $500,000 loan from Navios Holdings on March 31, 2008. The loan evidenced thereby is non-interest bearing, unsecured, and is due upon the earlier of March 31, 2009 or the completion of the Proposed Offering.

The Company presently occupies office space provided by Navios Holdings. Navios Holdings has agreed that, until the consummation of a business combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $10,000 per month for such services. As of March 31, 2008, the Company accrued $5,484 for administrative services rendered by Navios Holdings. This amount is included under amounts due to related parties in the balance sheet together with offering costs amounting to $13,962 and formation costs amounting to $650 paid by Navios Holdings and will be reimbursed to Navios Holdings.

The Company has also agreed to pay each of the independent directors $50,000 in cash per year for their board service, accruing pro rata from the respective start of their service on the Company’s board of directors and payable only upon the successful consummation of a business combination. As of March 31, 2008, there were no independent directors appointed, and therefore no amount was accrued.

NOTE 5 — PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of $.0001 par value preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. No shares of preferred stock were issued and outstanding as at March 31, 2008.

NOTE 6 — COMMITMENTS

The Company has granted the underwriter a 30-day option to purchase up to 3,300,000 additional units to cover the over-allotment. The over-allotment option will be used only to cover a net short position resulting from the initial distribution.

The Company is committed to pay an underwriting discount and commission of 3.5% of the public unit offering price to the underwriters at the completion of the Proposed Offering, with an additional 3.5% deferred underwriting discount and commission of the gross offering proceeds payable upon the Company’s consummation of a business combination. If an initial business combination is not consummated, the underwriters have agreed that (i) upon liquidation, they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any income earned thereon, then in the Trust Account, and (ii) the deferred underwriting discounts and commission will be distributed on a pro rata basis, together with any income earned thereon and net of taxes payable on such income, to the Public Shareholders.

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$220,000,000

22,000,000 Units

Navios Maritime Acquisition Corporation

Prospectus

JPMorgan Deutsche Bank Securities S. Goldman Advisors LLC

, 2008

Until , 2008, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of any offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Under the Articles of Incorporation, our By-laws and under Section 60 of the Marshall Islands Business Corporations Act (‘‘BCA’’), we may indemnify anyone who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a director or officer of the corporation, or are or were serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

A limitation on the foregoing is the statutory proviso (also found in our By-laws) that, in connection with such action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that their conduct was unlawful.

Further, under Section 60 of the BCA and our By-laws, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was unlawful.

In addition, under Section 60 of the BCA and under our By-laws, a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that they are or were a director or officer of the corporation, or are or were serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may be made against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. Again, this is provided that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.

Our By-laws further provide that any indemnification pursuant to the foregoing (unless ordered by a court) may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because they have met the applicable standard of conduct set forth above. Such determination may be made by the Board of Directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to any action, suit or proceeding referred to in the foregoing instances, by independent legal counsel in a written opinion or by the shareholders of the corporation.

Further, and as provided by both our By-laws and Section 60 of the BCA, when a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing instances, or in the defense of a related claim, issue or matter, they will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with such matter.

Likewise, pursuant to our By-laws and Section 60 of the BCA, expenses (our By-laws specifically includes attorneys’ fees in expenses) incurred in defending a civil or criminal action, suit or proceeding

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by an officer or director may be paid in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that they are not entitled to indemnification. The By-laws further provide that with respect to other employees, such expenses may be paid on the terms and conditions, if any, as the Board may deem appropriate.

Both Section 60 of the BCA and our By-laws further provide that the foregoing indemnification and advancement of expenses are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in their official capacity and/or as to action in another capacity while holding office.

Under both Section 60 of the BCA and our By-laws, we also have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against them and incurred by them in such capacity, or arising out of their status as such, regardless of whether the corporation would have the power to indemnify them against such liability under the foregoing.

Under Section 60 of the BCA (and as provided in our By-laws), the indemnification and advancement of expenses provided by, or granted under the foregoing continue with regard to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of their heirs, executors and administrators unless otherwise provided when authorized or ratified. Additionally, our By-Laws provide that no director or officer of the corporation will be personally liable to the corporation or any shareholder of the corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that a director or officer’s liability will not be limited for any breach of the director’s or the officer’s duty of loyalty to the corporation or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the director or officer derived an improper personal benefit.

In addition to the above, our By-laws provide that references to us includes constituent corporations, and defines ‘‘other enterprises’’ to include employee benefit plans, ‘‘fines’’ to include excise taxes imposed on a person with respect to an employee benefit plan, and further defines the term ‘‘serving at the request of the corporation.’’

Our amended and restated articles of incorporation set out a much abbreviated version of the foregoing.

Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

Item 7. Recent Sales of Unregistered Securities.


	(a)	Since our inception, we sold the following units, each unit consisting of one share of common stock and one warrant, without registration under the Securities Act:


Name	Number of Units
Navios Maritime Holdings, Inc.		8,625,000

Such units were issued on March 18, 2008, in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. The units issued to the entity above were sold for $25,000, or approximately $0.003 per share. On June 16, 2008, Navios Holdings returned to us an aggregate of 2,300,000 sponsor units, which we have cancelled.

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We expect to issue, simultaneously with the completion of this offering, 7,600,000 sponsor warrants at a price of $1.00 per warrant, each exercisable for one share of common stock at a per share exercise price of $7.00. Such securities will be issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. The securities issued will be sold for $7,600,000, which proceeds will be deposited in the trust account.

No underwriting discounts or commissions were paid with respect to the foregoing sales.

Item 8. Exhibits and Financial Statement Schedules.


	(a)	The following exhibits are filed as part of this Registration Statement:


Exhibit No.			Description
	1	.1	Form of Underwriting Agreement
	3	.1	Form of Amended and Restated Articles of Incorporation
	3	.2	By-laws
	4	.1	Specimen Unit Certificate
	4	.2	Specimen Common Stock Certificate
	4	.3	Specimen Warrant Certificate
	4	.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
	5	.1	Form of Opinion of Reeder & Simpson PC, Marshall Islands Counsel to Navios Maritime Acquisition Corporation
	5	.2	Form of Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Counsel to Navios Maritime Acquisition Corporation
	10	.1	Form of Letter Agreement among the Registrant, the underwriters and Navios Maritime Holdings, Inc.
	10	.2	Form of Letter Agreement among the Registrant, the underwriters and Angeliki Frangou
	10	.3	Form of Securities Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and Navios Maritime Holdings, Inc.
	10	.4	Form of Services Agreement between Registrant and Navios Maritime Holdings, Inc.
	10	.5	Promissory Note dated March 31, 2008 issued to Navios Maritime Holdings, Inc.
	10	.6	Form of Registration Rights Agreement among the Registrant and Navios Maritime Holdings, Inc.
	10	.7	Form of Warrant Purchase Agreement between the Registrant and Navios Maritime Holdings, Inc.
	10	.8	Form of Investment Management Trust Agreement
	10	.9	Form of Right of First Refusal Agreement among the Registrant, Navios Maritime Holdings, Inc. and Navios Maritime Partners, L.P.
	10	.10	Amended and Restated Sponsor Unit Subscription Agreement between the Registrant and Navios Maritime Holdings, Inc. dated June 16, 2008
	10	.11	Form of Letter Agreement among the Registrant, and Angeliki Frangou or her affiliate

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Exhibit No.			Description
	10	.12	Form of Co-Investment Share Subscription Agreement
	10	.13	Form of Letter Agreement among the Registrant, the underwriters and Ted C. Petrone
	10	.14	Form of Letter Agreement among the Registrant, the underwriters and Julian David Brynteson
	10	.15	Form of Letter Agreement among the Registrant, the underwriters and John Koilalous
	10	.16	Form of Letter Agreement among the Registrant, the underwriters and Nikolaos Veraros
	10	.17	Unit Purchase Agreement among Navios Maritime Holdings, Inc., Angeliki Frangou, Ted C. Petrone, Julian David Brynteson, John Koilalous and Nikolaos Veraros, dated June 16, 2008
	14		Code of Business Conduct and Ethics
	23	.1	Consent of Rothstein Kass & Company, P.C.
	23	.2	Consent of Reeder & Simpson PC (included in Exhibit 5.1)*
	23	.3	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.2)*
	24		Power of Attorney (included on the signature page)

*	To be filed by amendment.

Item 9. Undertakings.


	(a)	The undersigned registrant hereby undertakes:


	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	i.	To include any prospectus required by Section 10(a)(3) of the Securities Act;


	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement.


	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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	(4)	If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act that are incorporated by reference in the Form F-3.


	(5)	That for the purpose of determining any liability under the Securities Act in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;


	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;


	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


	(b)	The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.


	(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


	(d)	The undersigned registrant hereby undertakes that:


	(1)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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	(2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Piraeus, Greece on June 17, 2008.

POWER OF ATTORNEY

We, the undersigned officers and directors of Navios Maritime Acquisition Corporation, hereby severally constitute and appoint Angeliki Frangou our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in her and in her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.


Name	Position	Date

/s/ Angeliki Frangou	Chairman and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	June 17, 2008

Angeliki Frangou

/s/ Ted C. Petrone	President, Director (Authorized Representative in the United States)	June 17, 2008

Ted C. Petrone

/s/ Nikolaos Veraros	Director	June 17, 2008

Nikolaos Veraros

/s/ John Koilalous	Director	June 17, 2008

John Koilalous

/s/ Julian David Brynteson	Director	June 17, 2008

Julian David Brynteson

Exhibit 1.1

Navios Maritime Acquisition Corporation

22,000,000 Units

Common Stock

Warrants

Underwriting Agreement

June ___, 2008

J.P. Morgan Securities Inc.

Deutsche Bank Securities Inc.

As Representative of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

277 Park Avenue, 9 ^th Floor

New York, New York 10172

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4 ^th Floor

New York, New York 10005

Ladies and Gentlemen:

Navios Maritime Acquisition Corporation, a company incorporated under the laws of the Marshall Islands (the “ Company ”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “ Underwriters ”), for whom you are acting as representatives (together, the “ Representatives ”), an aggregate of 22,000,000 units (the “ Units ”) of the Company (the “ Underwritten Securities ”) and, at the option of the Underwriters, up to an additional 3,300,000 Units of the Company to cover over-allotments, if any (the “ Option Securities ”). The Underwritten Securities and the Option Securities are herein referred to as the “ Securities ”.

Each Unit consists of one share or common stock, par value $0.0001 per share (the “ Common Stock ”), and one warrant to purchase one share of Common Stock (a “ Warrant ”). The Common Stock and the Warrants included in the Units will not be separately transferable until the fifth (5) business day following the earlier to occur of the expiration of the Underwriters’ over-allotment option or its exercise in full, subject to the Company filing a Form 6-K with the U.S. Securities and Exchange Commission (the “ Commission ”) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and a press release announcing when such separate trading will begin. Each Warrant entitles its holder, upon exercise, to purchase one Share of Common Stock for $7.00 during the period commencing on the later of the consummation by the Company of its Initial Business Combination (as defined below) or one year from the date of the Prospectus (as defined below) and terminating on the five-year anniversary of the date of the Prospectus or earlier upon redemption or liquidation of the Trust Account (as defined below). As used herein, the term

“Initial Business Combination” shall mean acquisition, through merger, capital stock exchange, asset acquisition, stock purchase or similar business combination, or one or more assets or operating businesses as further described in the Prospectus (as defined below).

On March 18, 2008, pursuant to a Sponsor Unit Subscription Agreement (the “ Sponsor Unit Subscription Agreement ”), the Company issued 8,625,000 sponsor units (the “ Sponsor Units ”) to Navios Maritime Holdings, Inc. (the “ Sponsor ”) for a purchase price of $25,000. On June 11, 2008, the Sponsor transferred an aggregate of its 290,000 Sponsor Units to its officers and directors (200,000 to Angeliki Frangou, 50,000 to Ted Petrone, 15,000 to Julian David Brynteson, 15,000 to John Koilalous and 10,000 to Nikolaos Veraros). On June 17, 2008, the Sponsor forfeited and the Company cancelled 2,300,000 of its Sponsor Units. The remaining 6,035,000 Sponsor Units that were issued to the Sponsor and owned by the Sponsor as of the date hereof includes up to 825,000 Sponsor Units that are subject to mandatory forfeiture if and to the extent the Underwriters’ over-allotment option is not exercised. On [•],pursuant to a Sponsor Warrant Purchase Agreement (the “ Warrant Purchase Agreement ” and collectively with the Sponsor Unit Subscription Agreement, the “ Purchase Agreements ”) the Company agreed to sell to the Sponsor and the Sponsor agreed to purchase from the Company on the Closing Date (as defined herein) 7,600,000 sponsor warrants to purchase one Share of Common Stock (the “Placement Sponsor Warrants”) for an aggregate purchase price of $7,600,000.

The Common Stock and Warrants comprising the Sponsor Units (the “ Initial Sponsor Shares ” and the “ Initial Sponsor Warrants ,” respectively) are identical to the Common Stock and Warrants comprising the Units being sold in the offering except that (i) the Sponsor and its permitted transferees will not be able to exercise conversion rights with respect to the Initial Sponsor Shares, (ii) the Sponsor has agreed, and any of its permitted transferees will agree, to vote the Initial Sponsor Shares in the same manner as a majority of the shares of Common Stock voted by the Public Shareholders (as defined below) at the special or annual shareholders meeting called for the purpose of (1) approving any Initial Business Combination or (2) approving the extension of up to an additional 12 months in which to consummate the Initial Business Combination (the “ Extended Period ”), (iii) the Sponsor has waived, and its permitted transferees will waive, their right to participate in any liquidating distribution with respect to the Initial Sponsor Shares if the Company fails to consummate an Initial Business Combination, (iv) the Initial Sponsor Warrants may not be exercised unless and until the last sale price of the Company’s Common Stock equals or exceeds $13.75 per share for any 20 trading days within any 30-trading day period beginning 90 days after the Company’s Initial Business Combination, (v) the Initial Sponsor Warrants will not be redeemable by the Company as long as they are held by the Sponsor or its permitted transferees (other than as part of a mandatory forfeiture of Sponsor Units if and to the extent the Underwriters’ over-allotment option is not exercised in full), (vi) the Initial Sponsor Warrants may be exercised by the holders by paying cash or on a cashless basis, and (vii) the Sponsor Units, Initial Sponsor Shares, and Initial Sponsor Warrants (including the Common Stock issuable upon the exercise of the Initial Sponsor Warrants) will not be transferable or salable, except to another entity controlled by the Sponsor, until 180 days after the consummation of an Initial Business Combination.

The Placement Sponsor Warrants are identical to the Warrants contained in the Units except that (i) the Placement Sponsor Warrants will be subject to certain transfer restrictions specified in the Securities Escrow Agreement (as defined below), (ii) the Placement Sponsor Warrants may be exercised on a cashless basis, while the Warrants included in the Units sold in the offering cannot be exercised on a cashless basis, (iii) the Placement Sponsor Warrants are

non-redeemable by the Company so long as they are held by the Sponsor or its permitted transferees, and (iv) none of the Placement Sponsor Warrants to be purchased by the Sponsor will be transferable or salable, except to another entity controlled by the Sponsor, which will be subject to the same transfer restrictions until after the Company consummates an Initial Business Combination.

The Company has entered into a Warrant Agreement, dated as of the date hereof (the “ Warrant Agreement ”), with respect to the Initial Sponsor Warrants, the Placement Sponsor Warrants (together, the “ Private Sponsor Warrants ”), and the Warrants, with Continental Stock Transfer & Trust Company, as warrant agent (the “ Warrant Agent ”), in substantially the form filed as an exhibit to the Registration Statement (as defined below).

[Angeliki Frangou] will enter into a [certain letter agreement] (the “Buyback Agreement”) with the Company and the Representatives, dated no later than the Closing Date, in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), pursuant to which [Angeliki Frangou] will place limit orders for an aggregate of up to $30,000,000 of Common Stock (the “ Aftermarket Shares ”), commencing on the later of (1) two Business Days (as hereinafter defined) after the Company files its initial preliminary proxy statement relating to the Company’s Initial Business Combination and (2) 60 days after the termination of the “restricted period” in connection with this offering under Regulation M of the Exchange Act, and ending on the Business Day immediately preceding the record date for the shareholder meeting at which such Initial Business Combination is to be approved (the “ Buyback Period ”), or earlier in certain circumstances as described in the Buyback Agreement. These limit orders will require [Angeliki Frangou] to purchase any 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 as reported in such preliminary proxy statement filed with the Commission relating to the Company’s Initial Business Combination, until the earlier of (1) the expiration of the Buyback Period or (2) the date such purchases reach $30,000,000 in total. It is intended that such purchases will satisfy the conditions of Rule 10b-18 under the Exchange Act and the broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the Buyback Agreement in certain circumstances. [Angeliki Frangou] has agreed that [she] will vote all such shares (1) in favor of the Company’s Initial Business Combination and (2) 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 36 months from the date of the Prospectus in the event the Company has entered into a definitive agreement relating to, but has not yet consummated, its Initial Business Combination. [Angeliki Frangou] will participate in any liquidation distributions with respect to such shares in the event the Company fails to complete an Initial Business Combination. In addition, [Angeliki Frangou] will agree that [she] will not sell or transfer any shares of common stock purchased by [her] pursuant to the Buyback Agreement until 180 days after the date of the consummation of the Company’s Initial Business Combination.

The Company and [Angeliki Frangou] will enter into a Co-Investment Shares Subscription Agreement (the “ Co-Investment Shares Subscription Agreement ”), dated no later than the Closing Date, pursuant to which [Angeliki Frangou] will agree to apply any portion of the $30 million not used to purchase Aftermarket Shares to purchase Common Shares from

the Company (the “ Co-Investment Shares ”), at a price equal to the per-share amount held in the Trust Account as reported in the Company’s definitive proxy statement filed with the SEC immediately prior to the consummation of the Initial Business Combination. Pursuant to the Co-Investment Shares Subscription Agreement, [Angeliki Frangou] will agree that [she] will not sell or transfer any Co-Investment Shares or any After Market Shares, subject to certain specified exceptions, until 180 days after the date of the consummation of the Initial Business Combination.]

The Company will enter into an Investment Management Trust Agreement, dated no later than the Closing Date, with Continental Stock Transfer & Trust Company (the “ Trustee ”), as trustee, in substantially the form filed as an exhibit to the Registration Statement (the “ Trust Agreement ”), pursuant to which the proceeds from the sale of the Placement Sponsor Warrants and certain proceeds of the offering of the Securities will be deposited and held in a trust account (the “ Trust Account ”) for the benefit of the Company, the Underwriters and holders of the Securities.

The Company will enter into a Registration Rights Agreement, dated no later than the Closing Date in substantially the form filed as an exhibit to the Registration Statement (the “ Registration Rights Agreement ”), pursuant to which the Company will grant certain registration rights (1) to the Sponsor and its permitted transferees in respect of the Sponsor Units, the Initial Sponsor Shares, the Initial Sponsor Warrants, shares of Common Stock issuable upon the exercise of the Initial Sponsor Warrants, the Placement Sponsor Warrants, and shares of Common Stock issuable upon the exercise of the Placement Sponsor Warrants and (2) to [Angeliki Frangou] in respect of the Aftermarket Shares, if any, and the Co-Investment Shares, if any.

The Company will cause the Sponsor and each of the Company’s directors and executive officers to enter into letter agreements dated no later than the Closing Date, in substantially the form filed as exhibits to the Registration Statement (the “ Insider Letters ”), pursuant to which each of such holder and each of the Company’s directors and executive officers agrees to certain matters described as being agreed to by them under the “Proposed Business” section of the Time of Sale Information (as defined below) and the Prospectus.

The Company has caused to be duly executed and delivered a Right of First Refusal and Corporate Opportunities Agreement, dated as of [________], 2008, with the Sponsor and Navios Maritime Partners, L.P. (“ Navios Partners ”) in substantially the form filed as an exhibit to the Registration Statement (the “ Right of First Refusal Agreement ”).

The Sponsor has deposited the Sponsor Units and the Placement Sponsor Warrants in an escrow account (the “ Escrow Account ”) maintained by Continental Stock Transfer & Trust Company pursuant to a Securities Escrow Agreement, dated as of [___] 2008 substantially in the form filed as an exhibit to the Registration Statement (the “ Securities Escrow Agreement ”).

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Units, as follows:

1. Registration Statement . The Company has prepared and filed with the Commission under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a Registration Statement (File No. 333-[ ]) including a Preliminary Prospectus (as defined below), relating to the Securities. Such Registration Statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the Registration Statement at the time of its effectiveness (“ Rule 430 Information ”), is referred to herein as the “ Registration Statement ”; and as used herein, the term “ Preliminary Prospectus ” means each prospectus included in such Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “ Prospectus ” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “ Registration Statement ” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the time when sales of the Units were first made (the “ Time of Sale ”), the Company had prepared a Preliminary Prospectus dated June [•], 2008 (the “ Time of Sale Information ”).

2. Purchase of the Shares by the Underwriters .

(a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Unit of $9.65 subject to adjustment pursuant to Section 2(e) (the “ Purchase Price ”).

(b) In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters to cover over-allotments as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price.

(c) If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make.

(d) The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full Business Day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.

(e) In addition to the discount from the public offering price of $10.00 per Unit represented by the purchase price set forth in this Section, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “ Deferred Discount ”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement (as such time period may be extended) and the funds held under the Trust Agreement are distributed to the Public Shareholders, (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount as described in the Registration Statement. The Company hereby agrees that it will not make any amendments to the Trust Agreement or to Exhibit A to the Trust Agreement in such a manner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein and therein without the written consent of the Underwriters.

(f) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(g) Payment for the Securities shall be made by wire transfer in immediately available funds as follows: In the case of the Underwritten Securities, $[______________] shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement and $[_____________], shall be paid to the order of the Company to the account specified by the Company to the Representatives, at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP at One New York Plaza, New York, NY 10004 at 10:00 A.M. New York City time on [_____], 2008, or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing, and, in the case of the Option Securities, $[___] per Option Security shall be deposited in the Trust Account pursuant to the Trust Agreement on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “ Closing Date ” and the time and date for such payment for the Option Securities, if other than the Closing Date, are herein referred to as the “ Additional Closing Date ”.

Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full Business Days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of Fried, Frank, Harris, Shriver & Jacobson LLP set forth above not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date or the Additional Closing Date, as the case may be.

(h) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company . The Company represents and warrants to each Underwriter that:

(a) Effectiveness of Registration Statement . The Company has prepared and filed with the Commission a registration statement (File Number 333-[ ]) on Form F-1, including a related Preliminary Prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time (as defined below), has become effective. The Company may have filed one or more amendments thereto, including a related Preliminary Prospectus, each of which has previously been furnished to the Representatives. The Company will file with the Commission a final prospectus in accordance with Rule 424(b). As filed, such final prospectus shall contain all information required by the Securities Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Time of Sale Information which have been agreed to by the Representatives) as the Company has advised the Representatives, prior to the Execution Time, will be included or made therein.

(b) Effective Date . On the Effective Date (as defined below), the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date and on any Additional Closing Date, the Prospectus (and any supplements thereto) will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Additional Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7 hereof. “Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.

(c) Execution Time . At the Execution Time, the Time of Sale Information did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to the information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(d) Compliance with Exchange Act . The Company has filed with the Commission a Form 8-A (File Number [ ]) providing for the registration under the Exchange Act of the Securities, the underlying Common Stock and the Warrants. The registration of the Securities, the underlying Common Stock and the Warrants under the Exchange Act has been declared effective by the Commission on or prior to the date of this Agreement. The Securities, the Warrants and the Common Stock have been duly listed, and admitted and authorized for trading, subject only to official notice of issuance, on the New York Stock Exchange, and the Company knows of no reason or set of facts which is likely to adversely affect such notice of issuance. Neither the Commission nor any state regulatory authority has issued any order preventing or suspending the effectiveness of the Registration Statement and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or is, to the Company’s knowledge, threatened by the Commission.

(e) No Stop Orders, Etc . Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order or threatened to issue any order preventing or suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

(f) Disclosure of Agreements . The agreements and documents described in the Time of Sale Information, the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein. There is no franchise, contract or other document of a character required to be described in the Registration Statement, the Time of Sale Information or the Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required (and the Time of Sale Information contains in all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Time of Sale Information and the Prospectus under the headings “Summary,” “Risk Factors,” “Proposed Business,” “Principal Shareholders,” “Certain Transactions”, “Marshall Islands Company Considerations,” “Taxation” and “Description of Securities,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(g) Capitalization . The Company’s authorized equity capitalization is as set forth in the Time of Sale Information, the Registration Statement and the Prospectus. The share capital of the Company conforms in all material respects to the description thereof contained in the Time of Sale Information, the Registration Statement and the Prospectus.

(h) Outstanding Securities . The outstanding securities of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the holders of any outstanding securities of the Company have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any other security of the Company or similar contractual rights granted by the Company. The offers and sales of the Sponsor Units and the Placement Sponsor Warrants were at all relevant times (based in part, where appropriate, on customary representations and warranties of the purchaser of such securities) exempt from registration under the Securities Act. The holders of outstanding securities of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except for the Private Sponsor Warrants, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of share capital of or ownership interests in the Company are outstanding.

(i) Securities Sold Pursuant to this Agreement .

(i) The Securities have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable.

(ii) The shares of Common Stock included in the Units have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable. The holders of such shares of Common Stock are not and will not

be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

(iii) The Warrants included in the Units have been duly authorized and, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by equitable principles of general applicability. The holders of such Warrants are not and will not be subject to personal liability by reason of being such holders; such Warrants are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

(iv) The shares of Common Stock issuable upon exercise of the Warrants included in the Units have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

(v) The certificates for the Securities are in valid and proper form under the laws of the Republic of the Marshall Islands and the rules of the New York Stock Exchange’s Listed Company Manual (the “ NYSE Listed Company Manual ”).

(j) Registration Rights of Third Parties . Except as set forth in the Registration Rights Agreement, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

(k) Prior Securities Transactions .

(i) No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement.

(ii) Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated” pursuant to the Securities Act or the Regulations with the offer and sale of the Securities pursuant to the Registration Statement.

(l) Sponsor Units and Placement Sponsor Warrants . The Initial Sponsor Shares have been duly authorized and are validly issued and are fully paid and non-assessable. The Initial Sponsor Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by equitable principles of general applicability. The shares of Common Stock issuable upon exercise of the Initial Sponsor Warrants have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Sponsor Unit Subscription Agreement, Initial Sponsor Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The Placement Sponsor Warrants have been duly authorized and, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Purchase Agreement against payment therefor by the Sponsor pursuant to the Warrant Purchase Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. The shares of Common Stock issuable upon exercise of the Placement Sponsor Warrants have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Warrant Purchase Agreement, will be validly issued, fully paid and non-assessable.

The entire $7,600,000 of the proceeds from the sale of the Placement Sponsor Warrants will be deposited in the Trust Account by the Closing Date.

The Sponsor has (1) agreed that the Sponsor and its permitted transferees will not be able to exercise conversion rights with respect to the Initial Sponsor Shares, (2) agreed, and the Sponsor shall cause each permitted transferee to agree, to vote the Initial Sponsor Shares in accordance with the majority of the shares of Common Stock voted by Public Shareholders at the special or annual shareholders meeting called for the purpose of approving (i) any Initial Business Combination or (ii) the extended period, (3) waived, and its permitted transferees shall waive, their right to participate in any liquidating distribution with respect to the Initial Sponsor Shares if the Company fails to consummate an Initial Business Combination, (4) agreed that the Initial Sponsor Warrants may not be exercised unless and until the last sale price of the Company’s Common Stock equals or exceeds $13.75 for any 20 days within any 30-trading day period beginning 90 days after the Company’s Initial Business Combination, (5) agreed that the Private Warrants shall not be redeemable by the Company as long as they are held by the Sponsor or its permitted transferees (other than as part of a mandatory forfeiture of Sponsor Units if and to the extent the Underwriters’ over-allotment option is not exercised in full), (6) agreed that the Initial Sponsor Warrants may be exercised by the holders by paying cash or on a cashless basis, and (7) agreed that the Sponsor Units, the Initial Sponsor Shares, and the Initial Sponsor Warrants (including the shares of Common Stock issuable upon exercise of the Initial Sponsor Warrants) shall not be transferable or salable, except to another entity controlled by the Sponsor, until 180 days after the consummation of the Company’s Initial Business Combination.

The Sponsor Units and the Placement Sponsor Warrants shall be deposited in the Escrow Account by the Closing Date.

(m) Due Incorporation; Power and Authority, Etc . The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Time of Sale Information and the Prospectus and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification.

(n) Validity and Binding Effect of Agreements .

(i) This Agreement has been duly authorized, executed and delivered by the Company.

(ii) The Securities Escrow Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(iii) The Trust Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(v) The Sponsor Unit Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and, to the best knowledge of the Company, enforceable against the Company and, to the best knowledge of the Company, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(vi) The Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the best knowledge of the

Company, the Sponsor and is a valid and binding agreement of the Company, to the best knowledge of the Company, and the Sponsor, enforceable against the Company and, to the best knowledge of the Company, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(vii) The Services Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(viii) The Registration Rights Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(ix) Each of the Insider Letters has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers respectively and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(x) The Right of First Refusal Agreement has been duly authorized, executed and delivered by the Company and, to the best knowledge of the Company, the Sponsor and Navios Partners, and is a valid and binding agreement of the Company and, , to the best knowledge of the Company, the Sponsor and Navios Partners, enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally and by equitable principles of general applicability.

(xi) The Buyback Agreement has been duly authorized, and upon execution and delivery by the Company and [Angeliki Frangou] on or before the Closing Date, will be a valid and binding agreement of the Company and, to the best knowledge of the Company, [Angeliki Frangou], enforceable against the Company and, to the best knowledge of the Company, [Angeliki Frangou], in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(xii) The Co-Investment Shares Subscription Agreement has been duly authorized, and upon execution and delivery by the Company and [Angeliki Frangou] on or before the Closing Date, will be a valid and binding agreement of the Company and, to the best knowledge of the Company, [Angeliki Frangou], enforceable against the Company and, to the best knowledge of the Company, [Angeliki Frangou] in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally in effect and by equitable principles of general applicability.

(o) Consents, Approvals, Etc . No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Sponsor Unit Subscription Agreement, the Warrant Purchase Agreement, the Services Agreement, the Buyback Agreement, Co-Investment Shares Subscription Agreement, the Right of First Refusal Agreement, the Registration Rights Agreement or the Insider Letters, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Time of Sale Information and the Prospectus.

(p) No Breach or Violation . Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Securities Escrow Agreement, the Warrant Agreement, the Sponsor Unit Subscription Agreement, the Warrant Purchase Agreement, the Services Agreement, the Registration Rights Agreement, the Buyback Agreement, the Co-Investment Shares Subscription Agreement or the Insider Letters will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the Amended and Restated Articles of Incorporation and by-laws and other similar organizational documents of the Company or of any of its affiliates (including the Sponsor), (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its affiliates (including the Sponsor) is a party or bound or to which its property is subject or (iii) any statute, law, rule or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.

(q) No Conflicts, Etc . The Company is not in violation or default of (i) any provision of its articles of incorporation, by-laws or other similar organizational documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation or judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company.

(r) Investment Company Act . The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Information and the Prospectus, will not be required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the rules and regulations of the Commission thereunder.

(s) Financial Statements . The financial statements, including the notes thereto, of the Company included in the Time of Sale Information, the Prospectus and the Registration Statement present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth under the caption “Summary Financial Data” in the Disclosure Package, Prospectus and Registration Statement fairly present, on the basis stated in the Time of Sale Information, the Prospectus and the Registration Statement, the information included therein. There are no pro forma or as adjusted financial statements that are required to be included in the Time of Sale Information, the Registration Statement and the Prospectus in accordance with Regulation S-X that have not been included as so required.

(t) Off-Balance Sheet Arrangements . The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses.

(u) Other Data . The statistical, industry-related and market-related data included in the Registration Statement, the Time of Sale Information and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.

(v) Independent Accountants . Rothstein Kass & Company, P.C. (“Rothstein Kass”) are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and the rules and regulations promulgated by the Public Company Accounting Oversight Board (the “PCAOB”). Rothstein Kass is duly registered and in good standing with the PCAOB. Rothstein Kass has not, during the periods covered by the financial statements included in the Time of Sale Information and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

(w) Disclosure Controls and Procedures . The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

(x) Sarbanes-Oxley/NYSE Rules .

(i) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and the New York Stock Exchange thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure on the part of the Company to comply with any provision of the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply and is actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect or which will become applicable to the Company.

(ii) There is and has been no failure on the part of the Company or any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, Section 303A of the NYSE Listed Company Manual. Further, there is and has been no failure on the part of the Company or any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, all other provisions of the New York Stock Exchange corporate governance requirements set forth in the NYSE Listed Company Manual.

(y) Transfer Taxes . There are no transfer taxes or other similar fees or charges under Marshall Islands law, U.S. Federal law or the laws of any U.S. state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.

(z) Ownership . The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

(aa) Litigation; Government Proceedings . No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, or to the Company’s knowledge, the Sponsor, or their respective property is pending or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement thereto).

(bb) Tax Returns . The Company (i) has filed all foreign, federal, state and local tax returns that are required to be filed by it or has requested extensions thereof (except in any case in which the failure to so file would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business) and (ii) has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement thereto).

(cc) Insurance Matters . The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged; all policies of insurance and fidelity or surety bonds insuring the Company or its businesses, assets, employees, officers and directors are in full force and effect; the Company is in compliance with the terms of any such policies and instruments in all material respects; there are no claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has not been refused any insurance coverage sought or applied for; and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement thereto).

(dd) Licenses and Permits . The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement thereto).

(ee) Stabilization . The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(ff) Certain Regulatory Matters .

(i) Foreign Corrupt Practices Act . Neither the Company, any director or officer of the Company, the Sponsor nor, to the knowledge of the Company, any agent or affiliate of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “ FCPA ” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(ii) Money Laundering Laws . The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(iii) OFAC . Neither the Company, any director or officer of the Company, the Sponsor nor, to the knowledge of the Company, any agent or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company (either directly or through the Trust Account) will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person subject to any U.S. sanctions administered by OFAC.

(iv) Bank Secrecy Act; Money Laundering; Patriot Act . Neither the Company nor, any officer or director has violated: (a) the Bank Secrecy Act, as amended, (b) the Money Laundering Laws or (c) the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law or any successor law.

(gg) D&O Questionnaires . To the best knowledge of the Company, all information contained in the questionnaires (the “ Questionnaires ”) completed by each of the Company’s officers and directors and provided to the Underwriters as an exhibit to his or her Insider Letter is true and correct and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by the Company’s officers or directors to become inaccurate and incorrect.

(hh) Initial Business Combination . Except as disclosed in the Time of Sale Information and the Prospectus, prior to the date hereof, none of the Company, its officers and directors nor any affiliates thereof had, and as of the Closing Date, the Company and such officers and directors and any of their affiliates will not have had: (a) any specific Initial Business Combination under consideration or contemplation or (b) any interactions or discussions, formal or otherwise, with a Target Business or regarding a Target Business which the Company with respect to a possible Initial Business Combination. As used herein, “Target Business” shall mean any business or assets which the Company seeks to acquire.

(ii ) FINRA Matters .

(i) Except as described in the Time of Sale Information and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Company or the Sponsor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the knowledge of the Company, the Sponsor that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory Authority (the “ FINRA ”).

(ii) Except as disclosed in the Time of Sale Information and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member within the twelve months prior to the Effective Date, other than payments to the Underwriters.

(iii) To the best knowledge of the Company, no officer, director or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “ Company Affiliate ”) is a member, a person associated or affiliated with a member of the FINRA.

(iv) To the best knowledge of the Company, no Company Affiliate is an owner of stock or other securities of any member of the FINRA (other than securities purchased on the open market).

(v) To the best knowledge of the Company, no Company Affiliate has made a subordinated loan to any member of the FINRA.

(vi) No proceeds from the sale of the Securities (excluding underwriting compensation as disclosed in the Time of Sale Information and the Prospectus) will be paid to any FINRA member, or any persons associated or affiliated with a member of the FINRA.

(vii) The Company has not issued any warrants or other securities or granted any options, directly or indirectly, to anyone who is a potential underwriter in the offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.

(viii) To the best knowledge of the Company, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the FINRA.

(ix) To the best knowledge of the Company, no FINRA member intending to participate in the offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “FINRA member participating in the Offering” includes any associated person of a FINRA member that is participating in the Offering, any members of such associated person’s immediate family and any affiliate of a FINRA member that is participating in the offering.

(jj) Non-Competition Agreements . To the best knowledge of the Company, neither the Sponsor nor any director or officer of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect the ability of any such person to be and act in the capacity of shareholder, officer or director of the Company.

(kk) Subsidiaries . The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

(ll) Related Party Transactions . No relationship, direct or indirect, exists between or among the Company or any affiliate of the Company, on the one hand, and any director, officer, shareholder, special advisor, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act or the Exchange Act to be described in the Time of Sale Information or the Prospectus which is not described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members,

except as disclosed in the Registration Statement, Time of Sale Information and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or officer of the Company.

(mm) Free Writing Prospectus . The Company has not prepared or used any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act.

(nn) Offering Material Distribution . The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than any Time of Sale information and the Prospectus, in each case as supplemented and amended. The Company has satisfied or will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show.

(oo) Rule 419 . Upon delivery and payment for the Underwritten Securities on the Closing Date, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.

(pp) Choice of Law; Consent to Jurisdiction; Appointment of Agent to Accept Service of Process . The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Republic of the Marshall Islands and any political subdivision thereof and courts of the Marshall Islands should honor this choice of law. The Company has the power to submit and pursuant to Section 17 of this Agreement has legally, validly, effectively and irrevocably submitted to the exclusive personal jurisdiction of the United States District Court for the Southern District of New York and the Supreme Court of New York, New York County (including, in each case, any appellate courts thereof) in any suit, action or proceeding against it arising out of or related to this Agreement or with respect to its obligations, liabilities or any other matter arising out of or in connection with the sale of Securities by the Company to the Underwriters under this Agreement and has validly and irrevocably waived any objection to the venue of a proceeding in any such court; and the Company has the power to designate, appoint and empower and pursuant to Section 17 of this Agreement has legally, validly, effectively and irrevocably consented to service of process in the manner set forth herein.

(qq) Waiver of Immunities . The Company and its obligations under this Agreement are subject to civil and commercial law and to suit and neither the Company nor its properties, assets or revenues have any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any Marshall Islands, Greek, New York State or U.S. federal court, as the case may be, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution or enforcement of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations or liabilities or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Company or any of its properties, assets or revenues may have or may hereafter become

entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in this Agreement.

(rr) Enforceability of New York Judgment . Except as described in the Registration Statement, the Time of Sale Information and the Prospectus and subject to the relevant exequatur procedure, any final judgment for a fixed or readily calculable sum of money rendered by any court of the State of New York or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement would be declared enforceable against the Company by the courts of the Marshall Islands without reexamination, review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty.

(ss) Validity under the Laws of the Marshall Islands . It is not necessary under the laws of the Marshall Islands or any political subdivision thereof or authority or agency therein in order to enable an Underwriter to enforce its rights under this Agreement for such Underwriter to be licensed, qualified, or otherwise entitled to carry on business in the Marshall Islands or any political subdivision thereof or authority or agency therein; this Agreement is in proper legal form under the laws of the Marshall Islands and any political subdivision thereof or authority or agency therein for the enforcement thereof against the Company and it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in the Marshall Islands or any political subdivision thereof or agency therein that any of them be filed or recorded with any court, authority or agency in, or that any stamp, registration or similar taxes or duties be paid to any court, authority or agency of the Marshall Islands or any political subdivision thereof.

4. Further Agreements of the Company . The Company covenants and agrees with each Underwriter that:

(a) Required Filings . The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities Act, and the Company will furnish copies of the Prospectus and the Time of Sale Information (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b) Delivery of Copies . The Company will deliver, without charge, (i) to each of the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, including in each case all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and the Time of Sale Information, as the Representatives may reasonably request. As used herein, the term “ Prospectus Delivery Period ” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (including any circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements . Before making, preparing, using, authorizing, approving, referring to or filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to each of the Representatives and to counsel for the Underwriters a copy of the proposed amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d) Notice to the Representatives . The Company will advise each of the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any oral or written comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus or the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus or the Time of Sale Information is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal including, if necessary by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(e) Ongoing Compliance . (1) If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be

necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

(f) Blue Sky Compliance . The Company, if necessary, will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement . As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earning statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158.

(h) Clear Market . The Company will not, without the prior written consent of each of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other Units (other than the Underwritten Securities in accordance with the terms of this Agreement), shares of Common Stock, Warrants or any other securities convertible into, or exercisable, or exchangeable for, shares of Common Stock or publicly announce an intention to effect any such transaction, during the period commencing on the date hereof and ending 180 days after the date of this Agreement (the “ Restricted Period ”); provided , however , that if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Restricted Period, then the foregoing restrictions shall continue to apply until the

expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided further , however , that (x) the Company may issue and sell the Sponsor Warrants, (y) pursuant to the Registration Rights Agreement the Company may register with the Commission the resale of securities of the Company held by the Sponsor (or any of its permitted transferees) or common stock issued or issuable upon exercise of such securities, at any time after the date on which such securities are no longer subject to the transfer restrictions set forth in the Escrow Agreement, and (z) the Company may issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof.

(i) Use of Proceeds . The Company will apply the net proceeds received by it from the offering and the sale of the Securities and the Placement Sponsor Warrants in a manner consistent with the applications described under the heading “Use of Proceeds” in the Time of Sale Information and the Prospectus.

(j) No Stabilization . The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.

(k) Exchange Listing . For a period of five years from the Effective Date, unless the Company decides to and goes private after an Initial Business Combination, the Company will use its best efforts to effect and maintain the listing of the Units, Common Stock and Warrants on the New York Stock Exchange.

(l) Reports . For a period of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated, the Company, upon request from the Representatives, will furnish to the Representatives copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of securities, and promptly furnish to the Representatives: (i) a copy of such registration statements, financial statements and periodic and special reports as the Company shall be required to file with the Commission and from time to time furnishes generally to holders of any such class of its securities; and (ii) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably request, all subject to the execution of a satisfactory confidentiality agreement. Any financial statements and reports filed on the Commission’s EDGAR website will be considered furnished for purposes of this section.

(m) Reporting Qualifications . For a period equal to five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated or decides to and goes private after an Initial Business Combination, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form F-1 (or other appropriate form) for the registration of the Warrants under the Securities Act.

(n) Agents . For a period of five years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated or decides to and goes private after an Initial Business Combination, the Company will maintain a transfer agent, warrant agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Units, Common Stock and Warrants.

(o) Filings . The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

(p) No Free Writing Prospectus . The Company agrees that it will not make any offer relating to the Securities that constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act.

(q) Maintenance of Registration . For a period of five years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, or unless the Company decides and goes private after an Initial Business Combination, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of the Exchange Act. For a period of five years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, or unless the Company decides and goes private after an Initial Business Combination, the Company will not deregister the Units, Common Stock or Warrants under the Exchange Act without the prior written consent of each of the Representatives.

(r) Form 6-K . The Company shall, on the date hereof, retain its registered independent public accountants to audit the financial statements of the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the offering and the sale of the Sponsor Units and the Placement Sponsor Warrants. As soon as the Audited Financial Statements become available, the Company shall immediately file a Report of Foreign Private Issuer on Form 6-K with the Commission, which report shall contain the Company’s Audited Financial Statements. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the over-allotment option, the Company shall promptly file a Current Report on Form 6-K with the Commission, which report shall disclose the Company’s sale of the Option Securities and its receipt of the proceeds therefrom.

(s) Review of Financial Statements . For a period of five years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated or ceases to be subject to the reporting requirements of the Exchange Act, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, to the extent any such quarterly financial information is filed with the Commission or mailed or otherwise delivered to shareholders.

(t) Affiliate Transactions .

(i) Except as set forth in this subsection (i), the Company shall not pay the Sponsor or any of the Company’s directors or officers or any of their affiliates any fees or compensation of any kind (including finder’s and consulting fees) for services rendered to the Company prior to, or in connection with, the consummation of the Initial Business Combination; provided that (1) the

Company’s independent directors will be entitled to receive $50,000 in cash per year, accruing pro rata from the respective start of their service on the Company’s board of directors and payable only upon the successful consummation of the Initial Business Combination, (2) each of the Company’s officers and directors and the Sponsor shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with performing due diligence of a prospective Target Business ( provided , however , that to the extent such out-of-pocket expenses exceed the available proceeds not deposited in the Trust Account and interest income, net of income taxes, of up to $3,000,000 that may be released to the Company from the Trust Account, such out-of-pocket expenses would not be reimbursed by the Company unless an Initial Business Combination is consummated in accordance with the Trust Agreement), (3) the Sponsor will be entitled to receive fees payable under the Services Agreement when due, and (4) the Sponsor may repay its obligations under that certain promissory note of the Company to order of the Sponsor in the amount of $500,000.

(ii) The Company shall not consummate an Initial Business Combination with any entity affiliated with its directors, officers, the Sponsor or their respective affiliates, unless the Company obtains an opinion from an independent investment banking firm that is a member of FINRA that the Initial Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view and any such Initial Business Combination must be approved by all of the Company’s independent directors who do not have an interest in such Initial Business Combination and the Company’s audit committee, which will be comprised of independent directors.

(u) Amendment to the Escrow Agreement, Trust Agreement, Insider Letters, Services Agreement, Purchase Agreements and Right of First Refusal Agreement. The Company agrees and warrants that the Escrow Agreement, Trust Agreement, Insider Letters, Services Agreement, Purchase Agreements and Right of First Refusal Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representatives.

(v) Notice to FINRA

(i) For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company shall provide FINRA and each of the Representatives prior to the consummation of an Initial Business Combination complete details of all services and copies of agreements governing such services. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement, which the Company will file for purposes of soliciting shareholder approval for an Initial Business Combination.

(ii) The Company shall advise the FINRA if it is aware that any 5% or greater shareholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Company’s Securities.

(w) Investment Company . The Company shall cause the proceeds to be held in the Trust Account to be invested only in United States “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “ Investment Company Act ”), with a maturity of 180 days or less and/or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company, as set forth in the Trust Agreement and disclosed in the Time of Sale Information and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates the Initial Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

(x) Operating Expenses . During the period prior to the Company’s Initial Business Combination, the Company may instruct the Trustee under the Trust Agreement to release to the Company from the Trust Account (1) interest income earned on the Trust Account balance to pay any income tax obligations on such interest and (2) interest income earned of up to $3,000,000 on the amounts held in the Trust Account to fund the Company’s working capital requirements. After an aggregate of $3,000,000 is released to the Company, any interest income earned on the amounts held in the Trust Account (net of income taxes payable) will remain in the Trust Account until the earlier of the consummation of the Company’s Initial Business Combination or its liquidation.

(y) Reservation of Common Stock . The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable (i) upon exercise of any of the Private Sponsor Warrants or the Warrants outstanding from time to time and (ii) pursuant to the Co-Investment Shares Subscription Agreement to apply any portion for the limit orders for up to $30,000,000 not used to purchase Aftermarket Shares to purchase Co-Investment Shares.

(z) Issuance of Common Stock . Prior to the consummation of an Initial Business Combination or the liquidation of the Trust, the Company shall not issue any shares of Common Stock, Warrants or any options or other securities convertible into shares of Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on an Initial Business Combination; provided , however , that the Company may issue Co-Investment Shares for sale to [Angeliki Frangou] immediately prior to the consummation of the Initial Business Combination to the extent any portion of the limit orders for up to $30,000,000 were not used to purchase Co-Investment Shares.

(aa) Audit Committee Review of Expenses . Prior to the consummation of an Initial Business Combination or the liquidation of the Trust, the Company shall cause its audit committee to review and approve all payments made to its officers, directors or the Company’s or their affiliates and any expense reimbursements payable to members of the Company’s audit committee or their affiliates will be reviewed and approved by the Company’s board of directors, with any interested directors abstaining from such review and approval.

(bb) Rule 419 . The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of an Initial Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.

(cc) Internal Controls . The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (1) transactions are executed in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(dd) Sarbanes-Oxley/NYSE . As soon as it is legally required to do so, the Company and any of the Company’s directors or officers, in their capacities as such, shall take all actions necessary to (1) comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes Oxley Act ”), including Section 402 related to loans and Sections 302 and 906 related to certifications and (2) comply with Section 303A and all of the other requirements of the NYSE Listed Company Manual.

(ee) Articles of Incorporation; By-laws; Warrant Agreement . The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Articles of Incorporation, as amended. Prior to the consummation of an Initial Business Combination or until the distribution of the Trust Account, the Company will not amend its Amended and Restated Articles of Incorporation, its by-laws or the Warrant Agreement without the prior written consent of each of the Representatives (except for any amendment to extend the corporate existence of the Company to up to 36 months as described in the Prospectus).

(ff) Initial Business Combination .

(i) Trust Account Waiver Acknowledgment . The Company hereby agrees that prior to commencing its due diligence investigation of any Target Business or obtaining the services of any vendor, it will use its commercially reasonable efforts to cause the Target Business or vendor to execute a waiver letter in the form attached hereto as Exhibit A. If a Target Business or other third party were to refuse to enter into such a waiver, the Company hereby agrees to enter into discussions with such Target Business or engage such other third party only if the Company determines that the Company could not obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver.

(ii) Initial Business Combination/Distribution Procedure . Prior to the consummation of the Initial Business Combination, the Company will submit such transaction to the Company’s shareholders for their approval (an “ Initial Business Combination Vote ”) even if the nature of the acquisition is such as would not ordinarily require shareholder approval under applicable law; and in the event that the Company does not effect an Initial Business Combination within 24 months (or 36 months if the Extended Period is approved) from the consummation of this offering, the Company’s corporate existence will cease except for the purposes of winding up the Company’s affairs and liquidating, pursuant to Section 106 of the Marshall Islands Business Corporations Act, having the same effect as if the Company’s board of directors and shareholders had formally voted to approve the Company’s dissolution. The Company will be liquidated and will distribute only to holders of the shares of Common Stock, the amount in the Company’s Trust Account, including (1) all accrued interest net of income taxes paid or payable on such interest (and less interest income of up to $3,000,000 earned on the Trust Account balance previously released to the Company to fund the Company’s working capital requirements as set forth in paragraph (x) above, and (2) all deferred underwriting discounts and commissions plus any of the Company’s remaining net assets. Only holders of the shares of Common Stock (the “ Public Shareholders ”) shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any shares of share capital of the Company, the Warrants, or the Private Sponsor Warrants. With respect to the Initial Business Combination Vote and the vote for an Extended Period, the Company shall cause the Sponsor to vote all its Initial Sponsor Shares with a majority of the Common Stock voted by the Public Shareholders. At the time the Company seeks approval of the Initial Business Combination or an Extended Period, the Company will offer to each holder of the shares of Common Stock sold in this offering (the “ IPO Shares ”) the right to convert their shares of Common Stock into a pro rata share of the Trust Account (the “ Conversion Rights ”), before payment of deferred underwriting discounts and commissions and including any interest earned on their pro rata share net of income taxes payable on such interest and net of the applicable pro rata portion of interest income of up to $3,000,000 earned on the Trust Account balance released to the Company to fund working capital requirements as set forth in paragraph (x) above. If a majority of the shares voted by the holders of IPO Shares are voted to approve the Initial Business Combination, and if holders of less than 40% of the IPO Shares vote against such approval of the Initial Business Combination and elect to exercise their Conversion Rights, the Company will proceed with such Initial Business Combination. If the Company proceeds with the Initial Business Combination, it will convert shares from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Initial Business Combination. Only Public Shareholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of share capital of the Company. If the majority of the votes case by Public

Shareholders who vote at the special meeting called for the purpose of approving an Extended Period are voted in favor of approving the Extended Period, and if holders of less than 40% of the IPO Shares both vote against the proposed Extended Period and elect to exercise their Conversion Rights, the Company will then have up to an additional 12 months in which to consummate an Initial Business Combination. An election to exercise Conversion Rights in connection with the vote on the Extended Period will only be honored if the Extended Period is approved. Shareholders who vote against the Extended Period and exercise their Conversion Rights will not be able to vote on any Initial Business Combination.

(iii) Value of Target Business . The Company agrees that the initial Target Business that it acquires in an Initial Business Combination must have a fair market value equal to at least 80% of the Company’s net assets (excluding deferred underwriting discounts and commissions held in the Trust Account) at the time of such Initial Business Combination. If the Company acquires less than a 100% ownership interest of any Target Business, the Company will measure the fair market value of the share of the acquired business or businesses in determining the satisfaction of the 80% net assets test. The fair market value of such Target Business will be determined by the Company’s board of directors based upon valuation criteria accepted by the financial community, such as actual and potential sales, earnings before interest, tax, depreciation and amortization, net income, cash available for distributions, net asset value, cash flow and book value. The valuation process could involve obtaining two or three appraisals from independent ship brokers. If the Company’s board of directors is not able to determine independently that the Target Business has a sufficient fair market value the Company will obtain an opinion from an unaffiliated, independent investment banking firm that is a member of the FINRA or from another qualified independent consultant or advisory firm with respect to the satisfaction of such criteria.

(iv) Initial Business Combination Announcement . Within five Business Days following the consummation by the Company of an Initial Business Combination, the Company shall cause an announcement (the “Initial Business Combination Announcement”) to be placed, at its cost, in The Wall Street Journal, The New York Times and a third national publication to be selected by the Representatives announcing the consummation of the Initial Business Combination and indicating that the Underwriters were the underwriters in the offering. The Company shall supply each of the Representatives with a draft of the Initial Business Combination Announcement and provide each of the Representatives with a reasonable opportunity to comment thereon in advance. The Company will not place the Initial Business Combination Announcement without the final approval of each of the Representatives, which approval will not be unreasonably withheld.

(gg) Deferred Compensation . Upon the consummation of an Initial Business Combination, the Company will pay to the Representatives, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of this offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business Combination within the required time period set forth in the Registration Statement, or within the Extended Period if applicable, the Deferred Discount will not be paid to the Representatives and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the holders of the IPO Shares. In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Discount, including any accrued interest thereon.

5. Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company).

(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations . The obligation of each Underwriter to purchase the Underwritten Securities on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order . No order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall be in effect, and no proceeding for such purpose shall be pending before or threatened by the Commission; the Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties . The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) Comfort Letters . On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Rothstein Kass shall have furnished to each of the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the

Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement, the Time of Sale Information and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three Business Days prior to such Closing Date or such Additional Closing Date, as the case may be.

(d) No Material Adverse Change . Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Time of Sale Information and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (c) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Time of Sale Information and the Prospectus (exclusive of any supplement thereto).

(e) Secretary’s Certificate . The Company shall have furnished to the Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Articles of Incorporation of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, (iv) all correspondence between the Company or its counsel and the New York Stock Exchange and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

(f) Officers’ Certificate . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information, the Prospectus and any amendment or supplement thereto and, to the best knowledge of such officer, the representations set forth in Sections 3(a), 3(b) and 3(c) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (b) and (d) above.

(g) Opinions of Counsel for the Company . Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., counsel for the Company, shall have furnished to each of the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

(h) Opinions of Marshall Islands Counsel for the Company . Reeder & Simpson PC, Marshall Islands counsel of the Company, shall have furnished to each of the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

(i) Opinion of Counsel for the Underwriters . Each of the Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and a 10b-5 statement of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters, with respect to the issuance and sale of the Securities, the Registration Statement, the Time of Sale Information and the Prospectus (together with any supplement thereto) and other matters as the Representatives may reasonably require and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) Blue Sky Memorandum . Each of the Representatives shall have received at or prior to the Closing Date from Fried, Frank, Harris, Shriver & Jacobson LLP a memorandum or summary, in form and substance reasonably satisfactory to the Representatives, with respect to the qualification for offering and sale by the Underwriters of the Securities under the state securities or blue sky laws of such jurisdictions as the Representatives may reasonably have designated to the Company.

(k) No Legal Impediment to Issuance . No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Securities.

(l) Good Standing . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its respective jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(m) Lock-up Agreements . The “lock-up” agreements, each substantially in the form of Exhibit B hereto, between you and each of the shareholders, officers and directors of the Company relating to sales and certain other dispositions of Units, shares of Common Stock, Warrants or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or Additional Closing Date, as the case may be.

(n) FINRA . The FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.

(o) Insider Letters . On the Closing Date, the Company shall have furnished to each of the Representatives Insider Letters, substantially in the form filed as exhibits to the Registration Statement (as the same may be amended or supplemented from time to time) from the Sponsor and each of the Company’s directors and executive officers.

(p) Listing on the New York Stock Exchange . The Securities shall be duly listed, subject to notice of issuance, on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representatives.

(q) Delivery of Agreements . On the Effective Date, the Company shall have delivered to each of the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Purchase Agreements, the Buyback Agreement, the Co-Investment Shares Subscription Agreement, the Securities Escrow Escrow Agreement, the Right of First Refusal Agreement and the Registration Rights Agreement.

(r) No Brokers . At the Execution Time, the Company shall have requested and caused the Sponsor and the Company’s directors and officers to have executed and furnished to the each of the Representatives a certificate, dated the Closing Date and addressed to the Representatives, to the effect that, except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Sponsor or any of the Company’s directors or officers with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings by the Sponsor or any Company director or officer that may affect the Underwriters’ compensation, as determined by the FINRA.

(s) Further Information . Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(t) Trust Account . On the Closing Date, the Company shall have furnished to the Representatives one or more certificates signed by an authorized officer of the Trustee to the effect of certifying that (i) the proceeds of $7,600,000 from the sale of the Placement Sponsor Warrants and (ii) the net proceeds of $___________ from the sale of the Securities, shall have been deposited in the Trust Account.

(u) Escrow Account . The Sponsor shall have deposited the Sponsor Units and the Placement Sponsors Warrants in the Escrow Account.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution .

(a) Indemnification of the Underwriters . The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b) Indemnification of the Company . Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: [the concession figure appearing in the first sentence of the third paragraph under the caption “Underwriting”, the information contained in the tenth and eleventh paragraphs under the caption “Underwriting”.]

(c) Notice and Procedures . If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified

Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary or (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution . If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable

by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability . The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies . The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Termination . This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Securities, prior to the Additional

Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Financial Industry Regulatory Authority; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus; or (v) the representation in Section 3(b) is incorrect in any respect.

10. Defaulting Underwriter .

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be does not exceed one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Securities on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

11. Payment of Expenses .

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsels and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing Unit, Ordinary Share and Warrant certificates; (vii) the costs and charges of any transfer agent, any warrant agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the FINRA (including the related fees and expenses of counsel for the Underwriters); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units, Common Stock and Warrants on the New York Stock Exchange.

(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 7 herein, and the affiliates of

each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

14. Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “ Business Day ” means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term “ subsidiary ” has the meaning set forth in Rule 405 under the Securities Act; (d) the term “ significant subsidiary ” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act; and (e) the term “ Execution Time ” means the date and time that this Agreement is executed and delivered by the parties hereto.

15. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities Inc., 277 Park Avenue, 9 ^th Floor, New York, New York 10172 (fax: (212) 622-8358), attention: Equity Syndicate Desk, and Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005, attention: Syndicate Manager, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, attention: Stuart Gelfond. Notices to the Company shall be given to it at 85 Atki Miaouli Street, Piraeus, Greece 185 38, attention: Vasiliki Papaefthymiou, with a copy to Mintz Levin Cohn Ferris Glovsky & Popeo, P.C., 666 Third Avenue, New York, New York 10017, attention: Kenneth Koch.

16. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

17. Consent to Jurisdiction . The Company irrevocably consents and agrees that any legal action, suit or proceeding brought by the Underwriters or their affiliates against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the transactions contemplated hereby may be brought by the Underwriters or their affiliates in the courts of the State of New York or the courts of the United States of America located in the County of New York and, until all amounts due and to become due (i) hereunder and (ii) in respect of all the Securities have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the exclusive jurisdiction of each such court in person and, generally and unconditionally with respect to any action, suit or proceeding for themselves.

18. Appointment of Agent for Service of Process .

(a) The Company hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of the Sponsor (in such capacity, the “ Navios Process Agent ”) at any business location that the Sponsor may maintain from time to time in the United States, including, without limitation, at the offices of the Sponsor located at 20 Marshall Street, Suite 200, South Norwalk, Connecticut 06854.

(b) If at any time the Company or the Sponsor has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Company shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “ New York Process Agent ”).

(c) If at any time (i) neither the Company nor the Sponsor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Company fails to satisfy its obligations under the foregoing paragraph (b), then the Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 111 Eighth Avenue, New York, New York 10011 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “ Third Party Process Agent ”); each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “ Process Agent ”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 18 satisfactory to the Representatives.

(d) The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or

certified air mail, postage prepaid, to the Partnership, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

(e) Nothing herein shall in any way be deemed to limit the ability of the Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law.

(f) The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(g) The provisions of this Section 18 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

19. Waiver of Immunities . To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, or from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the Company hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.

20. Foreign Taxes . All payments by the Company to each of the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the Marshall Islands, Greece or any other jurisdiction in which the Company has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of such Underwriter having some connection with any such jurisdiction other than its participation as an Underwriter hereunder, and (ii) any income or franchise tax on the overall net income of such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York (all such non-excluded taxes, “ Foreign Taxes ”). If the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable

hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

21. Judgment Currency . The Company hereby agrees to indemnify the Underwriters against any loss incurred by such Underwriter as a result of any judgment or order being given or made against the Company for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “ Judgment Currency ”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which such Underwriter on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such Underwriter if such Underwriter had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such Underwriter’s receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

22. Miscellaneous .

(a) Authority of the Representatives . Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

(b) Time . TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

(c) Counterparts . This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(d) Amendments or Waivers . No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(e) Headings . The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signature Page follows]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

		Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION
		By:
			Name:
			Title:

Accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.

DEUTSCHE BANK SECURITIES INC.

For themselves and on behalf of the several Underwriters

listed in Schedule 1 hereto.

J.P. MORGAN SECURITIES INC.
By:
	Authorized Signatory

By:
	Authorized Signatory

DEUTSCHE BANK SECURITIES INC.
By:
	Authorized Signatory

By:
	Authorized Signatory

Schedule 1

Underwriter		Number of Shares

J.P. Morgan Securities Inc. Deutsche Bank Securities Inc. S. Goldman Advisors LLC

Total

Annex A

[Form of Opinion of Counsel for the Company]

Exhibit A

[Letterhead Of Prospective Vendor Or Target Business]

, 200__

Navios Maritime Acquisition Corporation

[

]

[

]

Ladies and Gentlemen:

We understand that Navios Maritime Acquisition Corporation (the “ Company ”) is a recently organized blank check company formed for the purpose of acquiring (an “ Initial Business Combination ”) one or more businesses or assets. We further understand that the Company’s sole assets consist of the cash proceeds of the recent public offering (the “ IPO ”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “ Trust Account ”) for the benefit of the Company, certain of its shareholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (1) to the Company in limited amounts from time to time in order to fund the Company’s working capital requirements; (2) if the Company completes an Initial Business Combination, to certain dissenting public shareholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to the Company; and (3) if the Company fails to complete an Initial Business Combination within the allotted time period, or within an extended period such extended period is approved, and liquidates, subject to the terms of the agreement governing the Trust Account, to the Company’s public shareholders (as such term is defined in the agreement governing the Trust Account).

For and in consideration of the Company’s agreement to engage our services, we hereby waive any right, title, interest or claim of any kind (any “ Claim ”) we have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom (except amounts released to the Company as described in clause (1) of the preceding paragraph) as a result of, or arising out of, any Claims against the Company in connection with contracts or agreements with the Company or in connection with services performed for or products provided to the Company.

This letter shall be governed by and construed and enforced in accordance with the laws of the State of New York. We hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this letter or any Claim subject hereto.

		Yours very truly,
		[NAME]
		By:
			Name:
			Title:

Exhibit B

[Letterhead of officer or director of Navios Maritime Acquisition Corporation]

Navios Maritime Acquisition Corporation

Public Offering of Units

, 2008

J.P. Morgan Securities Inc.

Deutsche Bank Securities Inc.

As Representative of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

277 Park Avenue, 8 ^th Floor

New York, New York 10172

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4 ^th Floor

New York, New York 10005

Ladies and Gentlemen:

This lock-up letter agreement (the “Lock-up Letter Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Navios Maritime Acquisition Corporation, a corporation organized under the laws of the Marshall Islands (the “Company”), and you as the Representatives of the group of Underwriters named therein, relating to an underwritten public offering of Units (the “Offering”) consisting of one share of Common Stock, par value $0.0001 per share (the “Common Stock”) and one warrant to purchase one Share of Common Stock of the Company.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (the “Representatives”), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any share capital of the Company or any securities convertible into, or exercisable or exchangeable for such share capital, or publicly announce an intention to effect

any such transaction, for a period of 180 days after the date of the Underwriting Agreement (the “Restricted Period”). The preceding sentence shall not apply to (A) bona fide gifts or gifts as a result of the operation of law or testate or intestate succession, (B) transfers by the undersigned to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly or indirectly, by the undersigned or his or her spouse or children or (C) other dispositions of Common Stock not for value, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); provided , however , that it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the 180 day period referred to above), (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended, and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition and (iv) the undersigned notifies the Representatives in writing at least two business days prior to the proposed transfer or disposition. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless J.P. Morgan Securities Inc., on behalf of the Underwriters, waive such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34th day following the expiration of the Restricted Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Restricted Period (as such may have been extended pursuant to this paragraph) has expired.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Units to be

sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Letter Agreement.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

			Yours very truly,
			[ Signature of officer or director ]
			[ Name and address of officer or director ]

FORM OF AMENDED AND RESTATED

ARTICLES OF INCORPORATION

NAVIOS MARITIME ACQUISITION CORPORATION

Pursuant to the Marshall Islands Business Corporations Act

The undersigned, Chairman and Chief Executive Officer of NAVIOS MARITIME ACQUISITION CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending and restating the Articles of Incorporation of said corporation hereby certifies as follows:

1. The name of the corporation is “Navios Maritime Acquisition Corporation” (the “Corporation”)

2. The Corporation’s Articles of Incorporation were filed in the office of the Registrar of Corporations of the Republic of the Marshall Islands on March 14, 2008.

3. This Amended and Restated Articles of Incorporation was duly adopted by joint written consent of the directors and shareholders of the Corporation in accordance with the applicable provisions of the Marshall Islands Business Corporations Act.

4. The text of the Amended and Restated Articles of Incorporation of the Corporation is set forth in Exhibit A attached hereto.

IN WITNESS WHEREOF, Navios Maritime Acquisition Corporation has caused these Amended and Restated Articles of Incorporation to be signed by the undersigned duly authorized officer of the Corporation this _____ day of ________________, 2008.

				NAVIOS MARITIME ACQUISITION CORPORATION
				By:
				Name :	Angeliki Frangou
				Title:	Chairman and Chief Executive Officer

EXHIBIT A

FORM OF AMENDED AND RESTATED

ARTICLES OF INCORPORATION

NAVIOS MARITIME ACQUISITION CORPORATION

Pursuant to the Marshall Islands Business Corporations Act

First: The name of the corporation is Navios Maritime Acquisition Corporation (the “Corporation”).

Second: The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of the Corporation’s registered agent at such address is The Trust Company of the Marshall Islands, Inc.

Third: Subject to the conditions set forth in this Article Third, the purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the Marshall Islands Business Corporations Act (the “BCA”). In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

Fourth: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 101,000,000 of which 100,000,000 shares shall be Common Stock of the par value of $0.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share.

(A) Preferred Stock . The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the BCA. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by Articles of Amendment to these Articles of Incorporation authorized by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

(B) Common Stock . Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

Fifth: The name and mailing address of the sole incorporator of the Corporation are as follows:

Raymond E. Simpson

8, Kraiskaki Street

183 45 Moschaton

Greece

Sixth: The following provisions (A) through (E) shall apply during the period commencing upon the filing of these Articles of Incorporation and terminating upon the consummation of any “Business Combination,” and may not be amended during the “Target Business Acquisition Period” without the affirmative vote or consent of the holders of 95% of the Corporation’s outstanding Common Stock. A “Business Combination” shall mean the acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of one or more assets or operating businesses (“Target Business”), as more fully described in the Corporation’s Registration Statement on Form F-1 (Registration No. 333-_____); provided, however, that any acquisition of multiple businesses shall occur contemporaneously with one another. The “Target Business Acquisition Period” shall mean the period from the effectiveness of the registration statement filed in connection with the Corporation’s initial public offering of securities (“IPO”) up to and including the first to occur of (a) a Business Combination or (b) the Termination Date (as defined below).

(A) Prior to the consummation of any Business Combination, the Corporation shall call a special meeting for the purpose of submitting such Business Combination to its shareholders for approval regardless of whether the Business Combination is of a type that normally would require such shareholder approval under the BCA. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided that the Corporation shall not consummate any Business Combination if the holders of 40% or more of the shares issued in the IPO (the “IPO Shares”) vote cumulatively against the Business Combination and exercise their conversion rights described in paragraph D below.

(B) In the event that the Corporation has not consummated a Business Combination within 24 months after the consummation of the IPO (the “Initial Period”), but has entered into a letter of intent, agreement in principle or definitive agreement to consummate a Business Combination within such 24-month period, the Corporation shall call a special meeting of its shareholders for the purpose of soliciting their approval an extension of time within which the Corporation may consummate its initial Business Combination of up to an additional 12 months (36 months total from the consummation of the IPO, such extended period the “Extended Period”). In the event that a majority of the shares cast at the meeting to approve the Extended Period are voted for the approval of such Extended Period, the Corporation shall be authorized to effect the Extended Period; provided that the Corporation shall not effect the Extended Period if the holders of 40% or more of the shares issued in the IPO (the “IPO Shares”) both vote against the proposed Extended Period and exercise their conversion rights described in paragraph D below.

(C) In the event that the Corporation does not consummate a Business Combination within the Initial Period (or within the Extended Period, if the Extended Period is approved), the officers of the Corporation shall take all action necessary to dissolve and liquidate the Corporation as soon as reasonably practicable and shall not engage in any other business activities.

(D) In the event that a Business Combination is approved and consummated or the Extended Period is approved, each in accordance with paragraphs A, B or C above, stockholders holding IPO Shares who exercised their conversion rights and voted against the Business Combination or the Extended Period will be entitled to cause the Corporation to convert their common stock for a pro rata share of the aggregate amount then in the trust account (the “Trust Account”), before payment of deferred underwriting discounts and commissions and including interest earned on their pro rata portion of the Trust Account, net of income taxes payable on such interest and net of up to an aggregate of $3,000,000 of the interest income, net of taxes, on the Trust Account balance previously released to the Corporation to fund its working capital. Notwithstanding the foregoing, a holder of IPO Shares, together with any affiliate of theirs or any other person with whom they are acting in concert or as a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), will be restricted from seeking conversion rights with respect to more than 10% of the IPO Shares.

(E) A holder of IPO Shares shall be entitled to receive funds from the Trust Account only in the event (i) of a liquidation of the Trust Account to holders of IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the Investment Management Trust Agreement governing the Trust Account, or (ii) the holder of IPO Shares exercises such holder’s conversion rights in accordance with paragraph (D) above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Account.

(F) The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Shareholders. The Class C director shall then elect additional Class A, Class B and Class C directors. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Shareholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Shareholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Shareholders. Commencing at the first Annual Meeting of Shareholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. Except as the BCA may otherwise require, in the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

Seventh: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and shareholders:

(A) Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

(B) The Board of Directors shall have the power, without the assent or vote of the shareholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation.

(C) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the shareholders or at any meeting of the shareholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation that is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of shareholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the shareholders as though it had been approved or ratified by every shareholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

(D) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of the Marshall Islands, of these Articles of Incorporation, and to any by-laws from time to time made by the shareholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

(E) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the BCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the BCA, as so amended. Any repeal or modification of this paragraph E by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

(F) The Corporation, to the full extent permitted by Section 60 of the BCA, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified by the Corporation as authorized hereby.

Eighth: The Corporation shall automatically terminate on [ _____ , 2010] [24 months from the consummation of the initial public offering] (or ____, 2011, if the Extended Period is approved) (“Termination Date”). This provision may only be amended in connection with, and become effective upon, the consummation of a Business Combination. A proposal to so amend this Section Eighth may be submitted to shareholders in connection with any proposed Business Combination pursuant to Section Sixth (A) above.

BYLAWS

NAVIOS MARITIME ACQUISITION CORPORATION

ARTICLE I

OFFICES

1.1 Registered Office . The registered office of Navios Maritime Acquisition Corporation (the “ Corporation ”) in the Republic of the Marshall Islands shall be established and maintained at Trust Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH 96960, and Trust Company of the Marshall Islands, Inc. shall be the registered agent of the corporation in charge thereof.

1.2 Other Offices . The Corporation may also have offices at such other places both within and without the Republic of the Marshall Islands as the board of directors of the Corporation (the “ Board of Directors ”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1 Place of Meetings . All meetings of the shareholders shall be held at such time and place, either within or without the Republic of the Marshall Islands, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Annual Meetings . The annual meeting of shareholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws (the “ Bylaws ”).

Written notice of an annual meeting stating the place, date and hour of the meeting shall be given to each shareholder entitled to vote at such meeting not less than fifteen (15) nor more than sixty (60) days before the date of the annual meeting.

To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the meeting.

A shareholder’s notice to the Secretary shall set forth (a) as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) any material interest of the shareholder in such business, and (b) as to the shareholder giving the notice (i) the name and record address of the shareholder, and (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the

procedures set forth in this Article II, Section 2.2. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2.2, and if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted.

2.3 Special Meetings . Special meetings of the shareholders, unless otherwise prescribed by statute or by the Articles of Incorporation of the Corporation (the “ Articles of Incorporation ”), may only be called by a majority of the entire Board of Directors, or the Chief Executive Officer or the Chairman, and shall be called by the Secretary at the request in writing of shareholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Unless otherwise provided by law, written notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote at such meeting, not less than fifteen (15) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

2.4 Quorum . The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by the Business Corporations Act of the Associations Law of the Republic of the Marshall Islands (the “ BCA ”) or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the holders of a majority of the votes entitled to be cast by the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

2.5 Organization . The Chairman of the Board of Directors shall act as chairman of meetings of the shareholders. The Board of Directors may designate any other officer or director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any shareholders meeting in the absence of the Chairman of the Board of Directors and such designee.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

2.6 Voting . Unless otherwise required by law, the Articles of Incorporation or these Bylaws, any question (other than the election of directors) brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the share represented and entitled to vote thereat. At all meetings of shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. Each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such shareholder, unless otherwise provided by the Articles of Incorporation. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of shareholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.7 Action of Shareholders Without Meeting . Unless otherwise provided by the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of outstanding shares entitled to vote thereon.

2.8 Adjournment . Any meeting of the shareholders, including one at which directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting or the shareholders present in person or by proxy and entitled to vote shall direct.

2.9 Ratification . Any transaction questioned in any shareholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its shareholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or shareholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE III

DIRECTORS

3.1 Powers; Number; Qualifications . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Articles of Incorporation. The number of directors which shall constitute the Board of Directors shall be not less than one (1) nor more than nine (9). The exact number of directors shall be fixed from time to time, within the limits specified in this Article III, Section 3.1, or in the Articles of Incorporation, by the Board of Directors. Directors need not be shareholders of the Corporation. The Board shall be divided into Classes as more fully described in the Articles of Incorporation.

3.2 Election; Term of Office; Resignation; Removal; Vacancies . Each director shall hold office until the next annual meeting of shareholders at which his or her Class stands for election or until such director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided in the Articles of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so chosen shall hold office until the expiration of his or her term of office and until such director’s successor shall be duly elected and shall qualify, or until such director’s earlier resignation, removal from office, death or incapacity.

3.3 Nominations . Nominations of persons for election to the Board of Directors of the Corporation at a meeting of shareholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.3. Such nominations by any shareholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation.

To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days notice or prior public

disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs.

Such shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the shareholder giving the notice (a) the name and record address of the shareholder, and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

3.4 Meetings . The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the Republic of the Marshall Islands. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chief Executive Officer or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or e-mail on twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

3.5 Quorum . Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.6 Organization of Meetings . The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors.

Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer (if he or she is a director), or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer by such other person as the Board of Directors may designate or the members present may select.

3.7 Actions of Board of Directors Without Meeting . Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filled with the minutes of proceedings of the Board of Directors or committee.

3.8 Removal of Directors by Shareholders . The entire Board of Directors or any individual Director may be removed from office with or without cause by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. In case the Board of Directors or any one or more Directors be so removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed. Any director may be removed with cause by action of the Board of Directors.

3.9 Resignations . Any Director may resign at any time by submitting his or her written resignation to the Board of Directors or Secretary of the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

3.10 Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to: (a) the submission to shareholders of any action that requires shareholders’ authorization under the BCA; (b) filling of vacancies in the board of directors or in a committee; (c) the fixing of compensation of the directors for servicing on the Board of Directors or on any committee; (d) the amendment or repeal of these Bylaws, or the adoption of new Bylaws; or (d) the amendment or repeal of any resolution of the Board of Directors which, by its terms, shall be amendable or repealable. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

3.11 Compensation . The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other form of consideration) for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.12 Interested Directors . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because such director is present at the meeting of the Board of Directors, or committee thereof, which approves the contract or transaction, or because his, her or their votes are counted for such purpose, if (i) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Board of Directors or the committee, and the Board of Directors or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director, or, if the votes of the disinterested directors are insufficient to constitute

an act of the Board of Directors as defined under the BCA, by unanimous vote of the disinterested directors; or (ii) the material facts as to his, her or their interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which approves such contract or transaction.

3.13 Meetings by Means of Conference Telephone . Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

4.1 General . The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Articles of Incorporation or these Bylaws. The officers of the Corporation need not be shareholders of the Corporation, nor need such officers be directors of the Corporation.

4.2 Election . The Board of Directors at its first meeting held after each annual meeting of shareholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Except as otherwise provided in this Article IV, any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers who are directors of the Corporation shall be fixed by the Board of Directors.

4.3 Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer or any Vice President, and any such officer may, in the name and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

4.4 Chief Executive Officer . Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Chief Executive Officer shall have ultimate authority for decisions relating to the general management and control of the affairs and business of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

4.5 President . Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these Bylaws or from time to time be determined by the Board of Directors.

4.6 Chief Financial Officer . The Chief Financial Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.

4.7 Vice Presidents . At the request of the Chief Executive Officer, or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer or in the event of the inability or refusal of such officer to act, shall perform the duties of such office, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office.

4.8 Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of shareholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the shareholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then the Board of Directors or the Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, checks and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

4.9 Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

4.10 Assistant Secretaries . Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

4.11 Assistant Treasurers . Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

4.11 Controller . The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or any Vice President of the Corporation may prescribe.

4.12 Other Officers . Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

4.13 Vacancies . The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

4.14 Resignations . Any officer may resign at any time by submitting his or her written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

4.15 Removal . Subject to the provisions of any employment agreement approved by the Board of Directors, any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Form of Certificates . Shares of stock of the Corporation may be certificated or uncertificated, as provided under applicable law. All certificates shall be numbered and shall be entered into the books of the Corporation as they are issued. A certificate shall exhibit the holder’s name and number of shares and shall be signed, in the name of the Corporation (i) by the Chief Executive Officer or a Vice President, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

5.3 Lost Certificates . The Board of Directors may direct a new certificate of stock or uncertificated to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

5.4 Transfers . The Board of Directors shall have power and authority to make such rules and regulations as they may deem expedient concerning the issuance, registration and transfer of certificates representing shares of the Corporation’s stock, and may appoint transfer agents and registrars therefor.

5.5 Fixing Record Date . For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend distribution or the allotment of any rights, the Board of Directors shall fix a record date for any such determination that is not more than sixty (60) nor less than fifteen (15) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

ARTICLE VI

NOTICES

6.1 Form of Notice . Notices to directors and shareholders other than notices to directors of special meetings of the board of Directors which may be given by any means stated in Article III, Section 3.4, shall be in writing and delivered personally or mailed to the directors or shareholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

6.2 Waiver of Notice . Whenever any notice is required to be given under the provisions of law or the Articles of Incorporation or by these Bylaws of the Corporation, a written waiver, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable

cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

7.2 The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 7.1 or 7.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under sections 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

7.5 Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

7.7 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

7.8 For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation of its separate existence had continued.

7.9 For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any shareholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director or officer derived an improper personal benefit.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Reliance on Books and Records . Each Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

8.2 Dividends . Subject to the provisions of the Articles of Incorporation, if any, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the

directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

8.3 Annual Statement . The Board of Directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the Corporation.

8.3 Checks . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

8.4 Fiscal Year . The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the fiscal year shall be the calendar year.

8.5 Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, The Republic of the Marshall Islands.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

8.6 Amendments . The original or other Bylaws may be adopted, amended or repealed by the shareholders entitled to vote thereon at any regular or special meeting or by the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the shareholders of the power nor limit their power to adopt, amend or repeal Bylaws.

8.7 Interpretation of Bylaws . All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the Associations Law of the Republic of the Marshall Islands, as amended, and as amended from time to time hereafter.

NUMBER

U- _____________

UNITS

SEE REVERSE FOR
CERTAIN DEFINITIONS

NAVIOS MARITIME ACQUISITION CORPORATION

CUSIP Y62159 127

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT _________________________________________________________________

is the owner of __________________________________________________________________________ Units.

Each Unit (“ Unit ”) consists of one (1) share of common stock, par value $.0001 per share (“ Common Stock ”), of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Corporation ”), and one warrant (the “ Warrant ”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.00 per share (subject to adjustment). The Common Stock and Warrants comprising the Units represented by this certificate shall commence separate trading on the fifth trading day after the earlier to occur of the expiration of the underwriters’ over-allotment option or its exercise in full, provided that in no event may the Common Stock and Warrants be traded separately until the Corporation has filed a Current Report on Form 6-K that includes an audited balance sheet reflecting its receipt of the gross proceeds of its initial public offering of securities. The terms of the Warrants are governed by a Warrant Agreement, dated as of [_______], 2008, between the Corporation and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

By:		NAVIOS MARITIME ACQUISITION CORPORATION CORPORATE THE REPUBLIC OF THE MARSHALL ISLANDS SEAL 2008	By:
	Angeliki Frangou, CHAIRMAN			Vasiliki Papaefthymiou, SECRETARY

CONTINENTAL STOCK & TRANSFER COMPANY,

as transfer agent and registrar


By:
	Steven Nelson, Chairman

NAVIOS MARITIME ACQUISITION CORPORATION

The Corporation will furnish, without charge, to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the securities represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –	as tenants in common	UNIF GIFT MIN ACT - ____________ Custodian ____________
TEN ENT –	as tenants by the entireties	(Cust) (Minor)
JT TEN –	as joint tenants with right of survivorship and	under Uniform Gifts to Minors Act of ______________________
	not as tenants in common	(State)

Additional Abbreviations may also be used though not in the above list.

For value received, ___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


	Units

represented by the within Certificate, and do hereby irrevocably constitute and appoint

	Attorney
to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.

Dated _____________


	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

NUMBER	SHARES
_____C

NAVIOS MARITIME ACQUISITION CORPORATION

INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS

COMMON STOCK

SEE REVERSE FOR

CERTAIN DEFINITIONS

This Certifies that _____________________________________________________ CUSIP Y62159 101

is the owner of ______________________________________________________

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF

NAVIOS MARITIME ACQUISITION CORPORATION

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

		NAVIOS MARITIME ACQUISITION
By:		CORPORATION	By:
	Angeliki Frangou, CHAIRMAN	THE REPUBLIC OF THE MARSHALL		Vasiliki Papaefthymiou, SECRETARY
		ISLANDS
		SEAL 2008

CONTINENTAL STOCK & TRANSFER COMPANY, as transfer agent and registrar

By:
	Steven Nelson, Chairman

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM –	as tenants in common	UNIF GIFT MIN ACT - ____________ Custodian ____________
TEN ENT –	as tenants by the entireties	(Cust) (Minor)
JT TEN –	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act of ______________________

Additional Abbreviations may also be used though not in the above list.

NAVIOS MARITIME ACQUISITION CORPORATION

The Corporation will furnish, without charge, to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

For value received, ___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

		shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated __________________

	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust account only in the event of the Corporation’s liquidation upon failure to consummate a business combination or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Corporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.

NUMBER	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.	WARRANTS
_____ -	NEW YORK CITY TIME, [__________], 2013

	NAVIOS MARITIME ACQUISITION CORPORATION
	WARRANT	CUSIP Y62159 119

THIS CERTIFIES THAT, for value received

___________________________________________________________________________________________________________________

is the registered holder of a Warrant or Warrants expiring [ __________ ] , 2013 (the “ Warrant ”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“ Shares ”), of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) [ ] , 2009, such number of Shares of the Company at the price of $7.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle a Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “ Act ”), with respect to the Common Stock is effective, subject to the Company satisfying its obligations under the Warrant Agreement to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up or down to the nearest whole number the number of Shares to be issued to such holder.

Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

The Company reserves the right to call the Warrant, in whole and not in part, at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $13.75 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.01 call price.

By:		NAVIOS MARITIME ACQUISITION CORPORATION THE REPUBLIC OF THE MARSHALL ISLANDS SEAL 2008	By:
	Angeliki Frangou, CHAIRMAN			Vasiliki Papaefthymiou, SECRETARY

CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Warrant Agent

By:
	Steven Nelson, Chairman

SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ___________________________________________________________________________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

___________________________________________________________________________________________________________________

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
			(SIGNATURE)

			(ADDRESS)


			(TAX IDENTIFICATION NUMBER)

ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _______________________ hereby sells, assigns, and transfers unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ___________________________________________________________________________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

______________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints _________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
			(SIGNATURE)

T HE SIGNATURE TO THE ASSIGNMENT OF THE S UBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS W ARRANT C ERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE A MERICAN S TOCK E XCHANGE , N EW Y ORK S TOCK E XCHANGE , P ACIFIC S TOCK E XCHANGE OR C HICAGO S TOCK E XCHANGE .

FORM OF WARRANT AGREEMENT

This Warrant Agreement (this “ Agreement ”) made as of [___] , 2008, between Navios Maritime Acquisition Corporation, a Marshall Islands corporation, with offices at 85 Akti Miaouli Street, Piraeus, Greece 185 38 (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “ Warrant Agent ”).

WHEREAS, in connection with the Company’s formation, the Company issued 8,625,000 of its sponsor units (the “ Sponsor Units” ), of which 6,325,000 are outstanding as of the date hereof, each Sponsor Unit consisting of one share of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), and one warrant exercisable for one share of Common Stock, with each warrant evidencing the right of the holder thereof to purchase one share of Common Stock for $7.00 (the “ Sponsor Unit Warrants ”), subject to adjustment as described herein;

WHEREAS, the Company intends to engage in an initial public offering (the “ Public Offering ”) of its units (the “ Units ”), each Unit consisting of one share of Common Stock and one warrant exercisable for one share of Common Stock, with each warrant evidencing the right of the holder thereof to purchase one share of Common Stock for $7.00 (the “ Public Warrants ”), subject to adjustment as described herein;

WHEREAS, in connection with the Public Offering, the Company has determined to issue and deliver to the public investors for $10.00 per unit up to 22,000,000 Units, plus up to an additional 3,300,000 Units if the underwriters of the Public Offering exercise in full the over-allotment option (the “ Over-Allotment Option ”) to be granted by the Company pursuant to an underwriting agreement to be entered into among the underwriters and the Company;

WHEREAS, the Company has received a binding commitment from Navios Maritime Holdings, Inc. (the “ Sponsor ”) to purchase an aggregate of 7,600,000 warrants (the “ Sponsor Warrants, ” and, together with the Sponsor Unit Warrants, the “ Private Warrants; ” the Private Warrants and the Public Warrants being collectively referred to as the “ Warrants ”), each Sponsor Warrant evidencing the right of the holder thereof to purchase one share of Common Stock for $7.00, subject to adjustment as described herein;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form F-1, No. 333- [____] (the “ Registration Statement ”), for the registration, under the Securities Act of 1933, as amended (the “ Act ”), of the Public Warrants and the Common Stock issuable upon exercise of the Public Warrants;

WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed that are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants .

2.1 Form of Public Warrant . Each Public Warrant shall be issued in registered form only, and shall be in substantially the form of Exhibit A-1 hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer or the President, and the Treasurer, Secretary or Assistant Secretary of the Company, and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Public Warrant shall have ceased to serve in the capacity in which such person signed the Public Warrant before such Public Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2 Form of Private Warrant . Each Private Warrant shall be issued in registered form only, and shall be in substantially the form of Exhibit A-2 hereto, which form is the same as that of the Public Warrants except that (i) the Sponsor Unit Warrants will become exercisable after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, as described more fully in the Company’s Registration Statement (a “ Business Combination ”) if and when the last sale price of the Common Stock on the New York Stock Exchange, or other national securities exchange on which the Common Stock may be traded, equals or exceeds $13.75 per share (the “ Trigger Price ”) for any twenty (20) trading days within a thirty (30) trading day period beginning 90 days after the consummation of such Business Combination; (ii) subject to certain limited exceptions described below, the Private Warrants will not be transferable or salable until they are released from escrow, which will not occur until after the consummation of the Company’s initial Business Combination (as defined below), (iii) the Private Warrants will be exercisable on a cashless basis in accordance with Section 3.4 hereof, (iv) the Private Warrants will not be redeemable by the Company so long as they are still held by the Sponsor or a permitted transferee of the Sponsor as of the date of this Agreement, and (v) will be exercised for unregistered shares so long as a registration statement relating to the Common Stock issuable upon exercise of the Private Warrants is not effective and current.

Prior to their release from escrow pursuant to that certain Securities Escrow Agreement dated [__] by and among the Company, the Warrant Agent and Navios Maritime Holdings, Inc. (the “Securities Escrow Agreement ”), the Private Warrants may only be transferred to entities controlled by the Sponsor; provided that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by this Agreement, the Securities Escrow Agreement, and that certain Insider Letter dated [__] by and among the Sponsor, the Company and J.P. Morgan Securities Inc. and Deutsche Bank Inc., as representatives of the underwriters (the “ Representatives ”). In each case, such transferees will be subject to the same transfer restrictions as the Sponsor until after the Company completes its initial Business Combination. All of the Warrants shall initially be represented by one or more book-entry certificates (each a “ Book-Entry Warrant Certificate ”).

2.3 Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.4 Registration .

2.4.1 Warrant Register . The Warrant Agent shall maintain books (the “ Warrant Register ”), for the registration of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

All of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “ Depository ”) and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “ Participant ”).

If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates representing the Warrants (“ Definitive Warrant Certificates ”) in physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A-1 or Exhibit A-2 , as applicable, with appropriate insertions, modifications and omissions, as provided above.

2.4.2 Registered Holder . The term “ beneficial owner ” shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit of which such Warrant or part thereof was originally part of, as registered upon the register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (the “ registered holder ”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.5 Detachability of Public Warrants . The securities comprising the Units will not be separately transferable until five business days (or as soon as practicable thereafter) following the earliest to occur of (i) the expiration or termination of the Over-Allotment Option, (ii) the exercise in full by the underwriters of the Over-Allotment Option, and (iii) the underwriters’ determination not to exercise all or any remaining portion of the Over-Allotment Option (the “ Detachment Date ”), but in no event will separate trading of the securities comprising the Units be allowed until the Company (x) files a Current Report on Form 6-K (the “ Initial 6-K ”) with the SEC that includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering and (y) issues a press release announcing when such separate trading will begin, and an additional Current Report on Form 6-K including the proceeds received by the Company from the exercise of the Over-Allotment Option, if the Over-Allotment Option is exercised after the filing of the Initial 6-K.

3. Terms and Exercise of Warrants .

3.1 Warrant Price . Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the second to last sentence of this Section 3.1 . The term “ Warrant Price ” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date; provided, however, that any such reduction shall apply equally to all of the Warrants and, provided further, that any reduction in the Warrant Price must remain in effect for at least twenty (20) Business days. “ Business Day ” shall mean any day the Depository is open for trading.

3.2 Duration of Warrants . A Warrant may be exercised only during the period (the “ Exercise Period ”) commencing on the later of (i) a Business Combination and (ii) [____] , 2009, [one year after the date of the final prospectus] and terminating at 5:00 p.m., New York City time on the earlier to occur of (x) [____] , 2013 [five years after the date of the final prospectus ] or (y) the date fixed for redemption of the Warrants, if any, as provided in Section 6 of this Agreement (the “ Expiration Date ”); provided, however, that the Sponsor Unit Warrants may only be exercisable following the consummation of a Business Combination if and when the last sale price of the Common Stock on the New York Stock Exchange, or other national securities exchange on which the Common Stock may be traded, exceeds the Trigger Price for any twenty (20) trading days within a thirty (30) trading day period beginning 90 days after such Business Combination. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date.

3.3 Exercise of Warrants .

3.3.1 Payment . Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:

(a) in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or

(b) with respect to any Private Warrants, in accordance with Section 3.4 hereof.

(i) If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate or (B) the Warrant Price therefor, is received by the Warrant Agent after 5:00 p.m., New York time, on a specified day or if such day is not a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business Day next succeeding such day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or the Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of

Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder of the invalidity of any exercise of Warrants.

(ii) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the exercise of the Warrants are received and of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

(iii) The Warrant Agent shall, by 11:00 a.m. New York time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the Common Stock issuable upon such exercise in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Common Stock issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require.

(iv) The Company shall, by 5:00 p.m., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Common Stock to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of such Common Stock, the Warrant Agent shall, by 5:00 p.m., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the registered holder or the Participant, as the case may be.

(v) In lieu of delivering physical certificates representing the Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon exercise to the registered holder or the Participant by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

(vi) The accrual of dividends, if any, on the Common Stock issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Common Stock. Starting with the Exercise Date, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Common Stock and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Common Stock shall be governed by, and shall be subject to, the terms and provisions generally applicable to such shares of Common Stock.

(vii) Subject to Section 4.7 , Warrants may be exercised only in whole numbers of shares of Common Stock. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of the Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.

3.3.2 Issuance of Certificates . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled, registered in such name or names as may be directed by such holder, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective and a prospectus thereunder relating to the securities to be issued is current, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. Under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by any registered holder in any jurisdiction in which such exercise would be unlawful. Notwithstanding the foregoing, the shares of Common Stock issuable upon exercise of Private Warrants shall be unregistered shares.

3.3.3 Valid Issuance . All shares of Common Stock issued upon the proper exercise or, if applicable, surrender of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance . Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person or entity shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

3.4 Cashless Exercise .

3.4.1 Determination of Amount . In lieu of the payment of the Warrant Price, a registered holder of a Private Warrant shall have the right (but not the obligation) to convert any exercisable but unexercised Private Warrants into shares of Common Stock (the “ Conversion Right ”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the holder (without payment by the holder of any of the Warrant Price in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the Value (as defined below) of the Private Warrants being exercised by (y) the Current Market Value (as defined below). The “ Value ” of the Private Warrants being exercised shall equal the amount derived from subtracting (a) (i) the Warrant Price multiplied by (ii) the number of shares of Common Stock issuable upon exercise of the Private Warrants being converted from (b) (i) the Current Market Value of a share of Common Stock multiplied by (ii) the number of shares of Common Stock issuable upon exercise of the Private Warrants being converted; provided that if the resulting quotient contains a fraction, such quotient will be rounded down to the nearest whole number.

As used herein, the term “ Current Market Value ” per share of Common Stock at any date shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the Warrant Agent receives the registered holder’s subscription form, as reported in the principal trading market for the Common Stock; provided, that if the fair market value of the Common Stock cannot be so determined, the “Current Market Value” per share shall be determined by the Board of Directors of the Company, in good faith.

3.4.2 Mechanics of Cashless Exercise . The Conversion Right may be exercised by a registered holder during the Exercise Period by surrendering to the Warrant Agent (i) the warrant certificates evidencing the Private Warrants to be exercised and (ii) a properly completed and duly executed subscription form, exercising the Conversion Right and specifying the total number of shares of Common Stock the registered holder will purchase pursuant to such Conversion Right; provided that any holder that holds Private Warrants in a brokerage account shall follow the procedures of such holder’s broker and the Depository in order to exercise the Conversion Right.

4. Adjustments .

4.1 Stock Dividends – Split-Ups . If, after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

4.2 Aggregation of Shares . If, after the date hereof, and subject to the provisions of Section 4.6 , the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

4.3 Adjustments in Warrant Price . Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately prior to such adjustment, by a fraction, (i) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. Before taking any action which would cause an adjustment pursuant to Section 4 hereof to reduce the Warrant Price below the then par value (if any) of the Common Stock, the Company will take any commercially reasonable corporate action that may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Stock at the Exercise Price as so adjusted.

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof, or one that solely affects the par value of such shares of Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Warrant

holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 4.1 or 4.2 , then such adjustment shall be made pursuant to Sections 4.1 , 4.2 , 4.3 and this Section 4.4 . The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

4.5 Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, including, but not limited to, under Section 4 hereto, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1 , 4.2 , 4.3 or 4.4 , the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6 No Fractional Shares . Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4 , the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder.

4.7 Form of Warrant . The form of Warrant need not be changed because of any adjustment pursuant to this Section 4 , and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Extraordinary Dividends . If the Company, at any time during the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock, other than (w) as described in Sections 4.1 , 4.2 or 4.4 , (x) regular quarterly or other periodic dividends, (y) in connection with the conversion rights of the holders of Common Stock upon consummation of a Business Combination or (z) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “ Extraordinary Dividend ”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

4.9 Notice of Certain Transactions . In the event that the Company shall (a) offer to holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options

or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Warrant holders and the Warrant Agent a notice of such action or offer. Such notice shall be mailed to the registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 that would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action and (x) in the case of any action covered by clause (a) or (b) above at least 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

4.10 Other Events . If any event occurs as to which the foregoing provisions of this Section 4 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board fairly and adequately protect the purchase rights of the registered holders of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid and shall give written notice to the Warrant Agent with respect to such determinations.

5. Transfer and Exchange of Warrants .

5.1 Registration of Transfer . The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed by a bank, trust company, broker, dealer, municipal securities dealer, government securities dealer or broker, credit union, a national securities exchange, registered securities association or clearing agency, or a savings institution that is a participant in a Securities Transfer Association recognized program or by a Medallion Signature Guarantor, and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s request.

5.2 Procedure for Surrender of Warrants . Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall not issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Fractional Warrants . The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the issuance of a warrant certificate for a fraction of a warrant.

5.4 Service Charges . No service charge shall be made by the Warrant Agent for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature . The Warrant Agent is hereby authorized to countersign and deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5 , and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6. Redemption .

6.1 Redemption; Exclusion of Private Warrants . Not less than all of the outstanding Public Warrants (and any Private Warrants, as set forth below) may be redeemed, at the option of the Company, at any time after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2 , at the price of $0.01 per Warrant (the “ Redemption Price ”), provided that (a) the last sales price of the Common Stock has been equal to or greater than the Trigger Price on any twenty (20) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given, and (b) a Business Combination has been consummated; provided, further , no Private Warrants shall be redeemable so long as such Private Warrant is held by the Sponsor or one of its permitted transferees as of the date of this Agreement. However, if the Sponsor or one of its permitted transferees transfer such Private Warrants to a party that is not a permitted transferee of the Sponsor, such Private Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The provisions of this Section 6.1 may not be modified, amended or deleted without the prior written consent of the Representatives.

6.2 Date Fixed for, and Notice of, Redemption . In the event the Company shall elect to redeem all of the Warrants then redeemable, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the date fixed for redemption to the registered holders of such Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder received such notice. In the event of any adjustment to the Warrant Price or the number of shares of Common Stock issuable on exercise of each Warrant as provided in Section 4 , a proportional adjustment shall be made in the Trigger Price.

6.3 Exercise After Notice of Redemption . The Warrants may be exercised for cash at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption (the “ Redemption Date ”). On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of such Warrants, the Redemption Price.

7. Other Provisions Relating to Rights of Holders of Warrants .

7.1 No Rights as Stockholder . A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights, to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed Warrants . If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

7.3 Reservation of Common Stock . The Company shall, at all times, reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement on a non-cashless exercise basis.

7.4 Registration of Common Stock . The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Public Warrants, and it shall use its best efforts to qualify for sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure that a current prospectus is on filed with the SEC until the expiration or redemption of the Public Warrants in accordance with the provisions of this Agreement. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a Warrant be entitled to receive a net cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company complies with this Section 7.4 . The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representatives.

8. Concerning the Warrant Agent and Other Matters .

8.1 Payment of Taxes . The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

8.2 Resignation, Consolidation, or Merger of Warrant Agent .

8.2.1 Appointment of Successor Warrant Agent . The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and have its principal office in the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute

and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.

8.2.2 Notice of Successor Warrant Agent . In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

8.2.3 Merger or Consolidation of Warrant Agent . Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act on the part of the Company or the Warrant Agent.

8.3 Fees and Expenses of Warrant Agent .

8.3.1 Remuneration . The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances . The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performance of the provisions of this Agreement.

8.4 Liability of Warrant Agent .

8.4.1 Reliance on Company Statement . Whenever, in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, President or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity . The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s negligence, willful misconduct or bad faith.

8.4.3 Exclusions . The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and non-assessable.

8.5 Acceptance of Agency . The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants.

8.6 Trust Account Waiver . The Warrant Agent has no right, title, interest or claim (“ Claim ”) in or to any monies in the account (the “ Trust Account ”) into which (i) a portion of the proceeds of the Public Offering and (ii) the proceeds of the sale of the Sponsor Warrants will be deposited as described in the prospectus included in the Registration Statement, and hereby waives any Claim in or to any monies in the Trust Account it may have in the future, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

9. Miscellaneous Provisions .

9.1 Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2 Notices . Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department

with a copy in each case (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson, LLP

One New York Plaza

New York, New York 10004

Attn: Stuart Gelfond, Esq.

and

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attn: Kenneth R. Koch, Esq.

and

J.P. Morgan Securities Inc.

277 Park Avenue, 9 ^th Floor

New York, New York 10017

Attention: Equity Syndicate Desk

and

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Attention: Syndicate Manager

And with an additional copy to Deutsche Bank General Counsel at the same address.

Any notice, sent pursuant to this Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier and, if sent by registered or certified mail, on the third day after registration or certification thereof.

9.3 Applicable Law . The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such exclusive jurisdiction. The Company hereby waives any objection to such exclusive jurisdiction and agrees that it shall not object to such jurisdiction on the grounds that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., at the address set forth in Section 9.2 hereof, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

9.4 Persons Having Rights under this Agreement . Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation, other than the parties hereto and the registered holders of the Warrants and, for the purposes of Sections 6.1 , 7.4 , 8.6 and 9.2 hereof, the Representatives, any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. Each of the Representatives, on behalf of themselves and the other underwriters of the Public Offering, shall be deemed to be a third-party beneficiary of this Agreement with respect to

Sections 2.2 , 6.1 , 7.4 , 8.6 , 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and each of the Representatives, on behalf of themselves and the other underwriters of the Public Offering,, with respect to the Sections 2.2 , 6.1 , 7.4 , 8.6 , 9.2 and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.

9.5 Examination of the Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection.

9.6 Counterparts; Facsimile Signatures . This Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures shall constitute original signatures for all purposes of this Agreement.

9.7 Effect of Headings . The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments . This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, other than in accordance with Section 6 hereof, shall require the prior written consent of each of the Representatives and the registered holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2 , respectively, without such consent.

9.9 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

9.10 Waiver of Trial by Jury . Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement hereof.

( Remainder of page intentionally left blank. Signature page immediately follows. )

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

Attest	NAVIOS MARITIME ACQUISITION CORPORATION
	By:
	Name:	Angeliki Frangou
	Title:	Chief Executive Officer and Chairman

Attest	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	By:
	Name:	Steven G. Nelson
	Title:	Chairman

[Signature Page Warrant Agreement]

EXHIBIT A-1

Form of Public Warrant

EXHIBIT A-2

Form of Private Warrant

EXHIBIT B

Warrant Agent Fees

EXHIBIT 5.1

[REEDER & SIMPSON, P.C. LETTERHEAD]

June __, 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Dear Sirs:

We have acted as special Marshall Islands counsel with respect to the Registration Statement on Form F-1 (“ Registration Statement ”) filed by Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), under the Securities Act of 1933, as amended (the “ Act” ), covering (i) 22,000,000 units (the “ Units ”), each Unit consisting of one share of common stock of the Company, par value $.0001 per share (the “ Common Stock ”), and one warrant to purchase one share of Common Stock (the “ Warrants ”); (ii) up to 3,300,000 Units (the “ Over-Allotment Units ”), which the underwriters, for whom J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as representatives, will have a right to purchase from the Company to cover over-allotments, if any; (iii) all shares of Common Stock and all Warrants issued as part of the Units and Over-Allotment Units and (iv) all Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company. We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Republic of the Marshall Islands.

2. The Units, the Over-Allotment Units, the Warrants and the Common Stock to be sold to the Underwriters, when issued and sold in accordance with and in the manner described in the plan of distribution set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

3. The Warrants constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’

rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent indemnification provisions contained such documents, if any, may be limited by applicable law and consideration of public policy.

We are opining solely on the laws of the Republic of the Marshall Islands. We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

		Very truly yours,

EXHIBIT 5.2

[MINTZ LEVIN LETTERHEAD]

June [__] , 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Dear Sirs:

Reference is made to the Registration Statement on Form F-1 (“ Registration Statement ”) filed by Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), under the Securities Act of 1933, as amended (the “ Act” ), covering (i) 22,000,000 units (the “ Units ”), each Unit consisting of one share of common stock of the Company, par value $.0001 per share (the “ Common Stock ”), and one warrant to purchase one share of Common Stock (the “ Warrants ”); (ii) up to 3,300,000 Units (the “ Over-Allotment Units ”), which the underwriters, for whom J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as representatives, will have a right to purchase from the Company to cover over-allotments, if any; (iii) all shares of Common Stock and all Warrants issued as part of the Units and Over-Allotment Units, and (iv) all Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.

Based upon and subject to the foregoing, we are of the opinion that each of the Warrants constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

		Very truly yours,

[Form of Insider Letter - Sponsor]

[•], 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Re:

Initial Public Offering

Ladies and Gentlemen:

The undersigned, a stockholder of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), in consideration of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “ Underwriters ”) of the Company’s initial public offering, agreeing to underwrite an initial public offering (the “ IPO ”) of the Company’s units (“ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and one warrant exercisable for one share of Common Stock (“ Warrant ”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule I hereto):

If the Company solicits approval of its stockholders of a Business Combination and/or Extension Period, the undersigned will vote all Sponsor Shares owned by the undersigned, and all other shares acquired by the undersigned in the IPO or in the aftermarket, in accordance with the majority of the votes cast by the holders of the IPO Shares.

If a Transaction Failure occurs, the undersigned will take all reasonable actions within the undersigned’s power to cause (i) the Trust Account to be liquidated and distributed to the holders of the IPO Shares in accordance with the Investment Management Trust Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “ Trust Agreement ”), and (ii) the Company to liquidate as soon as reasonably practicable after the Termination Date (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “ Liquidation Date ”). The undersigned hereby waives any and all right, title, interest or claim of any kind (each, a “ Claim ”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Sponsor Shares in connection with a liquidation, and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim the undersigned may have in the future as a result or arising out of any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason. The undersigned hereby waives any right to demand conversion of the undersigned’s Sponsor Shares into any portion of the Trust Account. The undersigned hereby agrees that the Company shall be entitled to a reimbursement from the undersigned for any distribution of the Trust Account received by the undersigned in respect of the undersigned’s Sponsor Shares.

Except as disclosed in the Registration Statement, neither the undersigned nor any Affiliate of the undersigned will be entitled to receive, and such persons will not accept, any compensation for services rendered to the Company prior to, or in connection with, the consummation of the Business Combination, other than any out-of-pocket expenses incurred by the undersigned in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, as well as traveling to and from the offices of prospective target acquisitions to examine their operations.

The undersigned agrees that, commencing on the Effective Date and extending until the earlier to occur of the closing of a Business Combination by the Company or a liquidation of the Company, the undersigned shall not form, invest in or become affiliated with a blank check company (other than the Company) operating in or intended to acquire a business in the marine transportation and logistics industry. The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the undersigned of any of his or her obligations under this paragraph 4; (ii) monetary damages would not be an adequate remedy for any such breach; and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy such party may have, in the event of such breach.

Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee, consulting fee or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

The undersigned will escrow the undersigned’s Sponsor Units and Sponsor Warrants in accordance with the terms of a Securities Escrow Agreement that the Company will enter into with the undersigned and Continental Stock Transfer & Trust Company as escrow agent.

The undersigned represents and warrants to the Company that:

(a)

The undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)

The undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities, and the undersigned is not currently a defendant in any such criminal proceeding;

(c)

The undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

(d)

A petition under any federal bankruptcy laws or any state insolvency law was not filed by or against, nor was a receiver fiscal agent or similar officer appointed by a court for the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past ten years;

(e)

The undersigned has not been subject to any order prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business practice;

(f)

The undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

(g)

The undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

The undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage, and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) resulting from or arising out of any claim by any vendor, service provider or prospective target business, but only to the extent necessary to ensure that any such loss, liability, claim, damage or expense does not reduce the funds held in the Trust Account. The undersigned will have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the undersigned, the undersigned notifies the Company in writing that the undersigned will undertake such defense. Indemnification by the undersigned will not be available (a) as to any claims by a third party who execute a waiver (a “ Third Party Waiver ”) of any and all rights to seek access to the Trust Account, even if such Third Party Waiver is subsequently found to be invalid or unenforceable, (b) as to any engagement of, or agreement with, a third party that does not execute a waiver and a majority of the independent directors of the Company have not consented to such engagement or contract with such third party, and (c) as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that a vendor, service provider or prospective target business does not execute a Third Party Waiver, the undersigned will be liable, to the extent it consents to the transaction, only to the extent necessary to ensure that stockholders of the Company entitled to receive liquidation distributions receive no less than $9.95 per share upon liquidation.

The undersigned has full right, power, and authority to enter into this letter agreement without violating any agreement by which the undersigned is bound.

10.

The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO.

11.

This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the Business Combination Date and (ii) the Termination Date; provided, however, that any such termination shall not relieve the undersigned from any liability resulting from or arising out of any breach of any agreement or covenant hereunder occurring prior to the termination of this letter agreement; provided, further, that the following sections shall survive such termination: 2, 3, 4, 5, 6, 8, 11, 13, 14 and 15.

12.

The undersigned authorizes any employer, financial institution or consumer credit reporting agency to release to the Company, the Underwriters and their respective legal representatives or agents (including any investigative search firm retained by any of the foregoing) any information they may have about the undersigned’s background and finances for the purposes of such party’s participation in the IPO.

13.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Laws. Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against the Company or the undersigned arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

14.

Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this letter agreement.

15.

No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by a written instrument executed and delivered by the undersigned, the Company and the Underwriters.

				Sincerely,
				NAVIOS MARITIME HOLDINGS, INC.
				By:
				Name:
				Title:

AGREED AND ACCEPTED:
NAVIOS MARITIME ACQUISITION CORPORATION
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:

[Signature Page - Letter Agreement - Sponsor]

SCHEDULE I

SUPPLEMENTAL COMMON DEFINITIONS

Unless the context shall otherwise require, the following terms shall have the following respective meanings for all purposes, and the following definitions are equally applicable to both the singular and the plural forms of the terms defined.

“ Affiliate ” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“ Business Combination ” shall have the meaning ascribed to it in the Registration Statement.

“ Business Combination Date ” shall mean the date upon which a Business Combination is consummated.

“ Effective Date ” shall mean the date upon which the Registration Statement is declared effective under the Securities Act of 1933, as amended, by the SEC.

“ Extension Period ” shall mean the extension, upon stockholder approval, of the period of time during which the Company may complete a Business Combination from 24 months to up to 36 months if the Company has entered into a letter of intent, agreement in principle or definitive agreement relating to a Business Combination within 24 months following the IPO and anticipates that it may not be able to consummate a Business Combination within 24 months of the IPO.

“ Sponsors ” shall mean all of the officers, directors and stockholders of the Company immediately prior to the IPO.

“ Sponsor Shares ” shall mean the shares of Common Stock comprising part of the Sponsor Units.

“ Sponsor Units ” shall mean all Units owned by a Sponsor immediately prior to the IPO. For the avoidance of doubt, Sponsor Units shall not include any IPO Shares purchased by Sponsors in connection with or subsequent to the IPO.

“ IPO Shares ” shall mean all shares of Common Stock whether sold as part of the Units in the IPO or in the aftermarket, including any such shares held by a Sponsor or its affiliates, to the extent that it purchases such Common Stock in the IPO or in the aftermarket.

“ Private Placement ” shall mean the private placement by the Company of 7,600,000 Warrants prior to the IPO.

“ Prospectus ” shall mean the final prospectus filed with respect to the Registration Statement pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

“ Registration Statement ” shall mean the registration statement filed by the Company on Form F-1 with the SEC, and any amendment or supplement thereto, in connection with the IPO.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Sponsor Warrants ” shall mean the warrants issued in the Private Placement.

“ Termination Date ” shall mean the 24-month anniversary of the date of the consummation of the IPO (or 36-month anniversary if extended pursuant to a stockholder vote as described in the Registration Statement).

“ Transaction Failure ” shall mean the failure to consummate a Business Combination within 24 months of the date of the consummation of the IPO (or within 36 months if extended pursuant to a stockholder vote as described in the Registration Statement).

“ Trust Account ” shall mean that certain trust account at [____] , maintained by Continental Stock Transfer & Trust Company, acting as trustee, and in which the Company deposited the “total amount held in trust,” as described in the Prospectus.

[ Form of Insider Letter - Directors and Officers ]

[•], 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Re: Initial Public Offering

Ladies and Gentlemen:

The undersigned, the Chief Executive Officer and Chairman and a stockholder of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), in consideration of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “ Underwriters ”) of the Company’s initial public offering, agreeing to underwrite an initial public offering (the “ IPO ”) of the Company’s units (“ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and one warrant exercisable for one share of Common Stock (“ Warrant ”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule I hereto):

1. If the Company solicits approval of its stockholders of a Business Combination and/or Extension Period, the undersigned will vote all Sponsor Shares owned by the undersigned, and all other shares acquired by the undersigned in the IPO or in the aftermarket, in accordance with the majority of the votes cast by the holders of the IPO Shares.

2. If a Transaction Failure occurs, the undersigned will take all reasonable actions within the undersigned’s power to cause (i) the Trust Account to be liquidated and distributed to the holders of the IPO Shares in accordance with the Investment Management Trust Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “ Trust Agreement ”), and (ii) the Company to liquidate as soon as reasonably practicable after the Termination Date (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “ Liquidation Date ”). The undersigned hereby waives any and all right, title, interest or claim of any kind (each, a “ Claim ”) in or to (x) any distribution of the Trust Account with respect to the undersigned’s Sponsor Shares in connection with a liquidation, and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason. The undersigned hereby waives any right to demand conversion of the undersigned’s Sponsor Shares into any portion of the Trust Account. The undersigned hereby agrees that the Company shall be entitled to a reimbursement from the undersigned for any distribution of the Trust Account received by the undersigned in respect of the undersigned’s Sponsor Shares. Notwithstanding anything in this letter agreement to the contrary, nothing herein shall constitute a waiver by the undersigned of any rights, interests or claims with respect to shares of Common Stock purchased by the undersigned in the open market.

3. Except as disclosed in the Registration Statement, none of the undersigned, any member of the Immediate Family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive, and such persons will not accept, any compensation for services rendered to the Company prior to, or in connection with, the consummation of the Business Combination, other than any out-of-pocket expenses incurred by the undersigned in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, as well as traveling to and from the offices of prospective target acquisitions to examine their operations.

4. The undersigned agrees that, commencing on the Effective Date and extending until the earlier to occur of the closing of a Business Combination by the Company or a liquidation of the Company, the undersigned shall not form, invest in or become affiliated with a blank check company (other than the Company) operating in or intended to acquire a business in the marine transportation and logistics industry. The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the undersigned of any of his or her obligations under this paragraph 4; (ii) monetary damages would not be an adequate remedy for any such breach; and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy such party may have, in the event of such breach.

5. None of the undersigned, any member of the Immediate Family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee, consulting fee or any other compensation in the event the undersigned, any member of the Immediate Family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6. The undersigned will escrow the undersigned’s Sponsor Units in accordance with the terms of a Securities Escrow Agreement that the Company will enter into with the undersigned and an escrow agent acceptable to the Company.

7. The undersigned agrees to be the Chief Executive Officer and Chairman of the Board of Directors of the Company and currently intends to serve until the earlier of the consummation by the Company of a Business Combination and the liquidation of the Company. The undersigned’s Directors and Officers Questionnaire and FINRA Questionnaire furnished to the Company and attached hereto as Exhibit A and the undersigned’s biographical information in the Registration Statement are true and accurate in all respects and do not omit any material information with respect to the undersigned’s background.

8. The undersigned represents and warrants to the Company that:

(a) The undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b) The undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities, and the undersigned is not currently a defendant in any such criminal proceeding;

(c) The undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;

(d) No petition under any federal bankruptcy laws or any state insolvency law has been filed by or against, nor was a receiver fiscal agent or similar officer appointed by a court for the business or property of, the undersigned, or for any partnership in which the undersigned was a general partner, in each case within the past ten years or, for any corporation or business association of which the undersigned was an executive officer, within the past ten years;

(e) The undersigned has not been subject to any order prohibiting, and is not subject to any legal proceeding seeking to prohibit, the undersigned from engaging in any type of business practice;

(f) The undersigned has not been found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state securities law;

(g) The undersigned has not been found by a court of competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative or regulatory authority to have violated any federal or state commodities law; and

(h) The Company will not consummate any Business Combination with any entity in which any of the Sponsors or any of their respective affiliates has a direct equity interest or with which the undersigned has had any discussions, formal or otherwise, with respect to a Business Combination prior to the consummation of the IPO, and the Company will not invest alongside any of the Sponsors or any of their respective affiliates.

9. In order to minimize potential conflicts of interest, our directors and officers have agreed, until the earlier of the consummation of our initial business combination or our liquidation, that they will not become affiliated as an officer, director or shareholder of a blank check or blind pool company operating in or intending to acquire a business in the marine transportation and logistics industries.

10. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a director and an officer of the Company.

11. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations, and warranties set forth herein in proceeding with the IPO.

12. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, and assigns. This letter agreement shall terminate on the earlier of (i) the Business Combination Date and (ii) the Termination Date; provided, however, that any such termination shall not relieve the undersigned from any liability resulting from or arising out of any breach of any agreement or covenant hereunder occurring prior to the termination of this letter agreement; provided, further, that the following sections shall survive such termination: 2, 3, 4, 5, 6, 12, 14, 15 and 16.

13. The undersigned authorizes any employer, financial institution or consumer credit reporting agency to release to the Company, the Underwriters and their respective legal representatives or agents (including any investigative search firm retained by any of the foregoing) any information they may have about the undersigned’s background and finances for the purposes of such party’s participation in the IPO.

14. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Laws. Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against the Company or the undersigned arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

15. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this letter agreement.

16. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by a written instrument executed and delivered by the undersigned, the Company and the Underwriters. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

			Sincerely,


			Angeliki Frangou

AGREED AND ACCEPTED:

NAVIOS MARITIME ACQUISITION CORPORATION

By:
Name:
Title:

J.P. MORGAN SECURITIES INC.

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

By:
Name:
Title:

[Signature Page - Letter Agreement]

SCHEDULE 1

SUPPLEMENTAL COMMON DEFINITIONS

“ Affiliate ” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“ Business Combination ” shall have the meaning ascribed to it in the Registration Statement.

“ Business Combination Date ” shall mean the date upon which a Business Combination is consummated.

“ Effective Date ” shall mean the date upon which the Registration Statement is declared effective under the Securities Act of 1933, as amended, by the SEC.

“ Sponsors ” shall mean all of the officers, directors, and stockholders of the Company immediately prior to the IPO.

“ Sponsor Shares ” shall mean the shares of Common Stock comprising part of the Sponsor Units.

“ Immediate Family ” shall mean, with respect to any person, such person’s spouse, lineal descendents, father, mother, brothers or sisters (including any such relatives by adoption or marriage).

“ Private Placement ” shall mean the private placement by the Company of 7,600,000 Warrants prior to the pricing of the IPO.

“ Prospectus ” shall mean the final prospectus filed with respect to the Registration Statement pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

“ Registration Statement ” shall mean the registration statement filed by the Company on Form F-1 with the SEC, and any amendment or supplement thereto, in connection with the IPO.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Sponsor Warrants ” shall mean the warrants issued in the Private Placement.

“ Termination Date ” shall mean the 24-month anniversary of the date of the consummation of the IPO (or 36-month anniversary, if extended pursuant to a stockholder vote as described in the Registration Statement).

FORM OF SECURITIES ESCROW AGREEMENT

This Securities Escrow Agreement (this “Agreement” ) is made as of [•], 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company” ), Navios Maritime Holdings, Inc. (the “Sponsor” ), Angeliki Frangou (“Frangou” ), Ted C. Petrone (“Petrone” ), Julian David Brynteson ( “Brynteson” ), John Koilalous ( “Koilalous” ), and Nikolaos Veraros ( “Veraros” ) (each, an “Investor” and collectively, the “Investors” ) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent” ).

WHEREAS, the Company has entered into an Underwriting Agreement, dated [•], 2008 (the “Underwriting Agreement” ), with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (the “Representative”) acting as representatives of the underwriters (collectively, the “Underwriters” ), pursuant to which, among other matters, the Underwriters have agreed to purchase 22,000,000 units (the “Units” ) of the Company’s securities in connection with the Company’s initial public offering (the “IPO” ) of units. Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock” ), and one warrant (the “Warrant” ) to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus dated [•], 2008, comprising part of the Company’s Registration Statement on Form F-1 (File No. 333-[•]) under the Securities Act of 1933, as amended (the “Registration Statement” ), declared effective on [•], 2008 (the “Effective Date” );

WHEREAS, the Company and Sponsor have entered into that certain Amended and Restated Sponsor Unit Subscription Agreement, dated as of June 16, 2008 (the “Sponsor Unit Subscription Agreement” ), and the Company and Sponsor have entered into that certain Sponsor Warrant Purchase Agreement, dated as of [•], 2008 (the “Warrant Purchase Agreement” and, together with the Sponsor Unit Subscription Agreement, the “Subscription Agreements” );

WHEREAS, the Sponsor and the Investors have entered into that certain Sponsor Unit Purchase Agreement, dated as of [•], 2008 (the “Unit Purchase Agreement” ), pursuant to which the Sponsor has transferred an aggregate of 290,000 of its Sponsor Units to the Investors;

WHEREAS, the Sponsor has agreed, as a condition of the Underwriters’ obligation to purchase the Units pursuant to the Underwriting Agreement, to deposit the Sponsor Warrants (as defined in the Sponsor Warrant Purchase Agreement, the “Escrow Warrants” ), and the Sponsor and the Investors have agreed to deposit the Sponsor Units (as defined in the Sponsor Unit Subscription Agreement and the Unit Purchase Agreement, the “Escrow Units” and collectively with the Escrow Warrants, the “Escrow Securities” ) purchased by the Sponsor pursuant to the Subscription Agreements, which are set forth on Exhibit A attached hereto, in escrow as hereinafter provided; and

WHEREAS, the Company, the Sponsor and each of the Investors desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

NOW, THEREFORE, in consideration of the promises, mutual covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. Appointment of Escrow Agent . The Company, the Sponsor and each of the Investors hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Escrow Securities .

2.1 Sponsor Units . On or before the Effective Date, Sponsor and the Investors shall deliver to the Escrow Agent certificates representing the Escrow Units, as set forth on Exhibit A ,

which certificates shall remain in the name of the Sponsor and the Investors, as applicable, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor and the Investors acknowledge that the certificates representing their respective Escrow Units are legended to reflect the deposit of such Escrow Securities under this Agreement. If and to the extent the Underwriters do not fully exercise the over-allotment option (the “Over-Allotment Option” ) granted by the Company pursuant to the Underwriting Agreement, the number of Sponsor’s Escrow Sponsor Units shall be reduced following any forfeiture of Sponsor Units pursuant to Section 3 of the Sponsor Unit Subscription Agreement.

2.2 Sponsor Warrants . Promptly following the consummation of the IPO, the Sponsor shall deliver to the Escrow Agent certificates representing the Escrow Warrants as set forth on Exhibit A hereto, which certificates shall remain in the name of the Sponsor, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges that the certificates representing its Escrow Warrants are legended to reflect the deposit of such Escrow Securities under this Agreement.

3. Disbursement of the Escrow Securities .

The Escrow Agent shall hold the Escrow Warrants until the date of consummation of a business combination by the Company (the “Warrants Escrow Period” ) and the Escrow Agent shall hold the Escrow Units until the date that is 180 days after the date of the consummation of a business combination by the Company (the “Units Escrow Period” and, together with the Warrants Escrow Period, the “Escrow Periods” ), on which respective dates the Escrow Agent shall, upon written instructions from the Company or counsel to the Company, disburse the Escrow Warrants to the Sponsor and the Escrow Units to the Sponsor and the Investors; provided , however , that if and to the extent the Underwriters do not fully exercise the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement prior to the over-allotment option’s expiration, then the Escrow Agent shall, upon receipt of a certificate, executed by the Chief Executive Officer, the President or the Chairman of the Board of the Company, in a form reasonably acceptable to the Escrow Agent, certifying as to the forfeiture of the Sponsor Units as described in Section 2.1 hereof, cancel the number of Sponsor Units to be forfeited pursuant to Section 3 of the Sponsor Unit Subscription Agreement; provided further , however , that if the Escrow Agent is notified by the Company pursuant to Section 6.8 hereof that the Company is being liquidated at any time during the Warrants Escrow Period or the Units Escrow Period, as applicable, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; provided further , however , that if the consummation of a business combination takes the form of a merger, stock exchange or other similar transaction that results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer, the President or the Chairman of the Board of the Company, release the Escrow Securities to the Sponsor and the Investors, as applicable, immediately prior and subject to consummation of the business combination, if the Escrow Agent has been given notice in accordance with the terms of this Agreement, so that they can similarly participate, and upon receipt of such other securities, the Sponsor and the Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; provided further , however , that if, after the Company consummates a business combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction that results in all of the Company’s security holders (or those of the surviving entity) having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer, the President or Chairman of the Board of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow Securities to the Sponsor and the Investors, as applicable, immediately prior to

consummation of the transaction so that it can participate similarly. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

4. Rights of Sponsor in Escrow Securities .

4.1 Voting Rights as a Stockholder . Subject to the terms of the Insider Letters described in Section 4.4 hereof, and except as herein provided, the Sponsor and the Investors shall retain all of their respective rights as stockholders of the Company during the Escrow Periods to vote their Escrow Securities.

4.2 Dividends and Other Distributions in Respect of the Escrow Securities . During the Escrow Periods, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Sponsor and the Investors, but all dividends payable in stock or other non-cash property (the “Non-Cash Dividends” ) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

4.3 Restrictions on Transfer . During the Warrants Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Warrants, and during the Units Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Units or Escrow Shares, except, (a) with respect to the Sponsor, to an entity controlling, controlled by or under common control with, Sponsor or Angeliki Frangou, or (b) with respect to the Investors, to family members and trusts of the Investor or other permitted transferees for estate planning purposes or, upon the death of any such permitted transferees, to such person’s estate or beneficiaries; provided , however , that such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of (x) this Agreement and (y) the Insider Letters signed by the party transferring the Escrow Securities or an Insider Letter signed by such transferee containing terms and conditions no less favorable to the Company than the Insider Letter signed by the Sponsor or Investor transferring the Escrow Securities. During the respective Escrow Periods, the Sponsor and the Investors shall not pledge or grant a security interest in, or any option or other right to acquire its Escrow Securities or grant a security interest in its rights under this Agreement.

4.4 Insider Letters . The Sponsor and the Investors have executed letter agreements with Representatives and the Company, dated as indicated on Exhibit B hereto, and which are filed as exhibits to the Registration Statement (each, an “ Insider Letter ”, and collectively, the “Insider Letters” ), respecting the respective rights and obligations of the Sponsor and the Investors in certain events, including, but not limited to, the liquidation of the Company.

5. Concerning the Escrow Agent .

5.1 Good Faith Reliance . Absent negligence or willful misconduct, the Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

5.2 Indemnification . The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3 Compensation . The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all legal counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

5.4 Further Assurances . From time to time on and after the date hereof, the Company and the Investor shall deliver, or cause to be delivered, to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5 Resignation . The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Securities held hereunder to a successor escrow agent appointed by the Company. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may submit an application to deposit the Escrow Securities with the United States District Court for the Southern District of New York, provided the Escrow Agent provides notice of such deposit to the Company and the Investor in accordance with Section 6.7 hereof

5.6 Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the Company and the Investor, jointly, provided , however , that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

5.7 Liability . Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

5.8 Waiver . Notwithstanding any other provision herein to the contrary, the Escrow Agent hereby waives any and all right, title, interest or claim of any kind (“ Claim ”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

6. Miscellaneous .

6.1 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and the New York Civil Practice Laws and Rules 327(b). The parties hereto agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and the parties hereto irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C ., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

6.2 Waiver of Trial by Jury . Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement hereof.

6.3 Third Party Beneficiaries . The Investor hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives.

6.4 Entire Agreement . This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be charged and the Representatives; provided , however , that if, following the date hereof, the Sponsor forfeits a portion of the Sponsor Units as described in Section 2.1 hereof, the Escrow Agent and the Company shall update Exhibit A hereto to reflect the number of Sponsor Units so forfeited, and such update shall not require the consent of any other party hereto.

6.5 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.6 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement

and shall have and succeed to the rights, powers, duties, obligations, immunities and privileges of the Escrow Agent, without the execution or filing of any instrument or paper or the performance of any further act.

6.7 Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or registered mail, by private national courier service (return receipt requested, postage prepaid), by personal delivery or by facsimile transmission. Such notice or communication shall be deemed given (a) if mailed, two days after the date of mailing, (b) if sent by national courier service, one business day after being sent, (c) if delivered personally, when so delivered, or (d) if sent by facsimile transmission, on the second business day after such facsimile is transmitted, in each case as follows:

If to the Company, to:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chairman and Chief Executive Officer

Fax: (30) (210) 417-2070

If to the Sponsor, to:

Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chairman and Chief Executive Officer

Fax: (30) (210) 417-2070

If to the Investors, to the address set forth next to their name on Exhibit A ;

And if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Frank A. Di Paolo

Fax: (212) 616-7620

A copy of any notice sent hereunder shall be sent to:

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attn: Kenneth R. Koch, Esq.

Fax No.: (212) 983-3115

If to the Representatives or the Underwriters, to:

J.P. Morgan Securities Inc.

270 Park Avenue, 9 ^th Floor

New York, New York 10017

Fax No.: (212) 622-8358

Attention: Equity Syndicate Desk

and

Deutsche Bank Securities Inc.

60 Wall Street, 4 ^th Floor

New York, New York 10005

Attention: Syndicate Manager

And with an additional copy to Deutsche Bank General Counsel at the same address.

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson, LLP

One New York Plaza

New York, New York 10004

Attn: Stuart Gelfond, Esq.

Fax No.: (212) 859-8589

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

6.8 Liquidation of the Company . The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a business combination within the time period specified in the Registration Statement.

6.9 Counterparts . This Agreement may be executed in several counterparts, each one of which may be delivered by facsimile transmission and each of which shall constitute an original and together shall constitute but one instrument.

[ Remainder of document intentionally left blank. Signature page(s) to follow. ]

IN WITNESS WHEREOF, the undersigned have executed this Securities Escrow Agreement as of the date first written above.

		NAVIOS MARITIME ACQUISITION CORPORATION
		By:
			Name: Angeliki Frangou
			Title: Chairman and Chief Executive Officer

		CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		By:
		Name:
		Title:

		SPONSOR:

		NAVIOS MARITIME HOLDINGS, INC.
		By:
		Name: Angeliki Frangou
		Title: Chairman and Chief Executive Officer

		INVESTORS:

		Name: Angeliki Frangou

		Name: Ted C. Petrone

		Name: Julian David Brynteson

		Name: John Koilalous

		Name: Nilolaos Veraros

EXHIBIT A

ESCROW SECURITIES DEPOSITED

BY SPONSOR AND INVESTOR

Name and Address of Sponsor	Date of Insider Letter	Number of Sponsor Units		Number of Sponsor Warrants
Navios Maritime Holdings, Inc. 85 Akti Miaouli Street Piraeus, Greece 185 38	[___]	6,035,000	(1)	7,600,000

Angeliki Frangou 74 Boulevard D’Italie 98000 Monte Carlo Monaco	[___]	200,000

Ted C. Petrone 80 Riverford Road Brookfield, CT 06804	[___]	50,000

Julian David Brynteson 23 Wandle Road London, England SW17 7DL	[___]	15,000

John Koilalous 15, Pindore Street Kifissia, Athens Greece	[___]	15,000

Nikolaos Veraros Asklipioy 46 Athens 114-71 Greece	[___]	10,000

______________

(1)	In accordance with Sections 2.1 and 3 of this Agreement, 825,000 of the Sponsor Units to be deposited into escrow are subject to forfeiture if and to the extent the Underwriters do not fully exercise the Over-Allotment Option.

EXHIBIT B

[Insider Letters]

4307103v.6

NAVIOS MARITIME ACQUISITION CORPORATION

85 Akti Miaouli Street

Piraeus, Greece 185 38

[__] , 2008

Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (“ Effective Date ”) of the registration statement for the initial public offering (“ IPO ”) of the securities of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “ Termination Date ”), Navios Maritime Holdings, Inc. shall make available to the Company office space and certain administrative services as may be required by the Company from time to time, situated at 85 Akti Miaouli Street, Piraeus, Greece 185 38. In exchange therefor, the Company shall pay Navios Maritime Holdings, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

Navios Maritime Holdings, Inc. hereby waives any and all right, title, interest or claim of any kind (“ Claim ”) in or to any distribution of the trust account described in the Company’s IPO prospectus (the “ Trust Account ”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION
		By:
		Name:	Angeliki Frangou
		Title:	Chief Executive Officer and Chairman

AGREED TO AND ACCEPTED BY:
NAVIOS MARITIME HOLDINGS, INC.
By:
Name:	Angeliki Frangou
Title:	Chief Executive Officer and Chairman

ACTIVE 4307830v.1

PROMISSORY NOTE

$500,000

As of March 31, 2008

Navios Maritime Acquisition Corporation (the “ Maker ”) promises to pay to the order of Navios Maritime Holdings, Inc. (the “ Payee ”) the principal sum of Five hundred thousand Dollars ($500,000.00) in lawful money of the United States of America, on the terms and conditions described below.

1. Principal . The principal balance of this Note shall be repayable on the earlier of (i) March 31, 2009, or (ii) the date on which Maker consummates an initial public offering of its securities (the “ Maturity Date ”).

2. Interest . This Note shall bear no interest.

3. Application of Payments . All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment of interest and, finally, to the reduction of the unpaid principal balance of this Note.

4. Events of Default . The following shall constitute Events of Default:

(a) Failure to Make Required Payments . Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under applicable bankruptcy law, or any other applicable insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under applicable bankruptcy law, or any other applicable insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5. Remedies .

(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

6. Waivers . Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Unconditional Liability . Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.

8. Notices . Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attention: Chief Executive Officer

If to Payee:

Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

9. Construction . This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the [United Kingdom].

10. Severability . Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.

		NAVIOS MARITIME ACQUISITION CORPORATION
		By:	/s/ Angeliki Frangou
			Name: Angeliki Frangou
			Title: Chairman and Chief Executive Officer

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the [__] day of [___] , 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”) and Navios Maritime Holdings, Inc. (“ Navios Holdings ”), Angeliki Frangou (“ Frangou ”), Ted C. Petrone (“ Petrone ”), Julian David Brynteson (“ Brynteson ”), John Koilalous (“ Koilalous ”), Nikolaos Veraros (“ Veraros ”) and [Party to Co-Investment Agreement] (each, an “ Investor ” and collectively, the “ Investors ”).

WHEREAS, Navios Holdings, Frangou, Petrone, Brynteson, Koilalous and Veraros currently hold all 6,325,000 of the issued and outstanding securities of the Company (the “ Sponsor Units ”), each Sponsor Unit consisting of one share of Common Stock (the “ Sponsor Unit Shares ”) and one warrant (the “ Sponsor Unit Warrants ”) exercisable to purchase one share of Common Stock (the “ Sponsor Unit Warrant Shares ”), 825,000 of which Sponsor Units held by Navios Holdings are subject to forfeiture if and to the extent the Underwriters’ over-allotment option is not fully exercised;

WHEREAS, immediately prior to the pricing of the Company’s initial public offering, the Company will issue, pursuant to a binding agreement with Navios Holdings, an aggregate of 7,600,000 warrants (the “ Sponsor Warrants ”), each exercisable to purchase one share of Common Stock (the “ Sponsor Warrant Shares ”);

WHEREAS, [ ______ ] has agreed [ to cause [___]] to place limit orders for up to $30,000,000 of shares of Common Stock (the “ Aftermarket Shares ”) during the Aftermarket Period (defined below);

WHEREAS, the Company desires to commit to issue and sell, and the [ ______ ] desires to purchase and acquire Co-Investment Shares (defined below)), to the extent that [ ______ ] does not purchase in full $30,000,000 of the Aftermarket Shares, on the terms and conditions hereinafter set forth; and

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the Registration of (i) the Sponsor Units, (ii) the Sponsor Unit Shares, (iii) the Sponsor Unit Warrants, (iv) the Sponsor Unit Warrant Shares, (v) the Sponsor Warrants, (vi) the Sponsor Warrant Shares, (vii) the Aftermarket Shares and (viii) the Co-Investment Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS . The following capitalized terms used herein have the following meanings:

“ Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“ Aftermarket Period ” means, in relation to the Aftermarket Shares, the period commencing on the later of (1) two business days after the Company files a preliminary proxy statement relating to its Business Combination (as defined in the Company’s Amended and Restated Articles of Incorporation in effect on the date hereof), and (2) 60 days after the termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M of the Exchange Act, and ending on the business day immediately preceding the record date for the shareholder meeting at which such Business Combination is to be approved, or earlier in certain circumstances as described in the letter agreement

between the Company, [ ______ ] and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters in connection with the Company’s initial public offering (the “ Representatives ”).

“ Aftermarket Shares ” is defined in the recitals to this Agreement.

“ Co-Investment Shares ” means a number (rounded up to the nearest whole number) equal to (x) the difference between $30,000,000 and the aggregate purchase price paid by [ ______ ] for the Aftermarket Shares divided by (y) a purchase price equal to the per-share amount held in the trust account established by the Company (the “ Trust Account ”) as reported in the Company’s definitive proxy statement filed with the Securities Exchange Commission prior to such purchase.

“ Commission ” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“ Common Stock ” means the common stock, par value $0.0001 per share, of the Company.

“ Company ” is defined in the preamble to this Agreement.

“ Demand Registration ” is defined in Section 2.1.1.

“ Demanding Holder ” is defined in Section 2.1.1.

“ Escrow Agreement ” means that certain Securities Escrow Agreement, dated as of [•], 2008, by and among the parties hereto and Continental Stock Transfer & Trust Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Form F-3 ” is defined in Section 2.3.

“ Indemnified Party ” is defined in Section 4.3.

“ Indemnifying Party ” is defined in Section 4.3.

“ Investor ” is defined in the preamble to this Agreement.

“ Investor Indemnified Party ” is defined in Section 4.1.

“ Maximum Threshold ” is defined in Section 2.1.4.

“ Navios Holdings ” means Navios Maritime Holdings, Inc.

“ Notices ” is defined in Section 6.3.

“ Piggy-Back Registration ” is defined in Section 2.2.1.

“ Register ,” “ Registered ” and “ Registration ” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registrable Securities ” mean all of (i) the Sponsor Units, (ii) the Sponsor Unit Shares, (iii) the Sponsor Unit Warrants, (iv) the Sponsor Unit Warrant Shares, (v) the Sponsor Warrants, (vi) the Sponsor Warrant Shares, (vii) the Aftermarket Shares and (viii) the Co-Investment Shares, and any securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Commission makes a definitive determination to the Company that the Registrable Securities are saleable under Rule 144.

“ Registration Statement ” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Registrable Securities (other than a registration statement on Form F-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“ Release Date ” means the respective dates on which the Sponsor Units and the Sponsor Warrants are disbursed from escrow pursuant to Section 3 of the Escrow Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Sponsor Units ” is defined in the recitals to this Agreement.

“ Sponsor Unit Shares ” is defined in the recitals to this Agreement.

“ Sponsor Unit Warrants ” is defined in the recitals to this Agreement.

“ Sponsor Unit Warrant Shares ” is defined in the recitals to this Agreement.

“ Sponsor Warrants ” is defined in the recitals to this Agreement.

“ Sponsor Warrant Shares ” is defined in the recitals to this Agreement.

“ Warrant Agreement ” means that certain Warrant Agreement, dated as of [•], 2008, by and among the Company and Continental Stock Transfer & Trust Company.

“ Underwriter ” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION RIGHTS .

2.1 Demand Registration .

2.1.1. Request for Registration . At any time and from time to time on or after the applicable Release Date, the holders of a majority-in-interest of such Registrable Securities, on an as-converted Common Stock basis, as have been released from escrow pursuant to the Escrow Agreement

and held by an Investor or its permitted transferees may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities (a “ Demand Registration ”). Any demand for a Demand Registration shall specify the number and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such Registration, a “ Demanding Holder ”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon receipt by the Company of any such notice, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.

2.1.2. Effective Registration . A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided , however , that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided , further , that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3. Underwritten Offering . If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such Registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters (or the representatives thereof) selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.

2.1.4. Reduction of Offering . If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities that the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities that the Company desires in any material respect to sell and the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “ Maximum Threshold ”), then the Company shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares (including Sponsor Units and Sponsor Warrants, on an as-converted to Common Stock basis) that each such person has requested be included in such Registration, regardless of the number of

shares held by each such person (such proportion is referred to herein as “ Pro Rata ”)) that can be sold without exceeding the Maximum Threshold; (ii) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (iii) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (i) and (ii) collectively, the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Threshold.

2.1.5. Withdrawal . If a majority-in-interest of the Demanding Holders, on an as-converted to Common Stock basis, disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders, on an as-converted to Common Stock basis, withdraws from a proposed offering relating to a Demand Registration, then such Registration shall not count as a Demand Registration provided for in Section 2.1.

2.2 Piggy-Back Registration .

2.2.1. Piggy-Back Rights . If at any time on or after the Release Date, as applicable, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders or debt holders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) for the acquisition or purchase by or combination by merger or otherwise of the Company of, with or into another company or business entity or partnership, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities at least ten (10) days before the anticipated date on which the preliminary prospectus will be printed, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number and type of Registrable Securities as have been released from escrow under the Escrow Agreement and requested by such holders in writing within five (5) days following receipt of such notice (a “ Piggy-Back Registration ”). The Company shall cause such Registrable Securities to be included in such Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters (or the representatives thereof) selected for such Piggy-Back Registration.

2.2.2. Reduction of Offering . If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of

Registrable Securities in writing that the dollar amount or number or amount of securities that the Company desires to sell, taken together with shares of Common Stock or other securities, if any, as to which Registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which Registration has been requested under this Section 2.2, and the securities, if any, as to which Registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Threshold, then the Company shall include in any such Registration:

i) If the Registration is undertaken for the Company’s account: (a) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (b) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (a), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Threshold; and (c) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (a) and (b), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Threshold;

ii) If the Registration is a “demand” Registration undertaken at the demand of persons other than the holders of Registrable Securities, (a) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Threshold; (b) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (a), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (c) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (a) and (b), collectively the shares of Common Stock or other securities comprised (on an as-converted to Common Stock basis) of Registrable Securities, Pro Rata, as to which Registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Threshold; and (d) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (a), (b) and (c), the shares of Common Stock or other securities (on an as-converted to Common Stock basis) for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Threshold.

2.2.3. Withdrawal . Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

2.3 Registrations on Form F-3 . The holders of Registrable Securities that have been released from escrow under the Escrow Agreement may at any time after the date the Company consummates a business combination, request in writing that the Company register the resale of any or all of such Registrable Securities on Form F-3 or any similar short-form Registration that may be available at such time (“ Form F-3 ”); provided , however , that the Company shall not be obligated to effect such request through an underwritten offering (other than pursuant to Section 2.1). Upon receipt of such written request, the Company will promptly give written notice of the proposed Registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the Registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided further , that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 (i) if Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information . Whenever the Company is required to effect the Registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the Registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1. Filing Registration Statement . The Company shall, within ninety (90) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided , however , that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by a Chief Executive Officer of the Company stating that, in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further , however , that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2. Copies . The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such Registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such Registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3. Amendments and Supplements . The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

3.1.4. Notification . After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); or (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto, or for additional information, or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.

3.1.5. State Securities Laws Compliance . The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request, and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6. Agreements for Disposition . The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit

of the holders of Registrable Securities included in such Registration Statement. No holder of Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7. Cooperation . The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents (including road show materials), and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8. Records . The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9. Opinions and Comfort Letters . The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter, and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company (which may be based solely on the oral advice of the Commission staff) to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

3.1.10. Earnings Statement . The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11. Listing . The Company shall use its best efforts to cause all Registrable Securities included in any Registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such Registration.

3.2 Obligation to Suspend Distribution . Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale Registration on Form F-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all

“insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any Registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses . The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any Registration on Form F-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such Registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest (on an as-converted to Common Stock basis) of the Registrable Securities included in such Registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Information . The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws and applicable rules and regulations of governing agencies.

4. INDEMNIFICATION AND CONTRIBUTION .

4.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless each of the Investors and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “ Investor Indemnified Party ”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be

stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1, as may be reasonably required by such Underwriter.

4.2 Indemnification by Holders of Registrable Securities . Each selling holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such expense, loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

4.3 Conduct of Indemnification Proceedings . Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “ Indemnified Party ”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “ Indemnifying Party ”) in writing of the loss, claim, judgment, damage, liability or action; provided , however , that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses

subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided , however , that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution .

4.4.1. If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION .

5.1 Rule 144 . The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such

holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

6. MISCELLANEOUS .

6.1 Other Registration Rights . Except as set forth in the Warrant Agreement, the Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any Registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.

6.2 Waiver of Claims against Trust Account . Notwithstanding any other provision of this Agreement, each of the Investors confirms its understanding that the Company has established a Trust Account relating to the Units being sold in the Company’s initial public offering. Each Investor acknowledges that the Trust Account will exist for the benefit of the Company’s public stockholders and the monies from the Trust Account may only be disbursed upon the occurrence of certain events, as more fully described in the prospectus relating to the Units. Each Investor agrees that neither it nor any of its affiliates (with the exception of the Company, to the extent it is an affiliate) have or will have any right, title, interest or claim in or to the monies in the Trust Account, and each Investor hereby waives any and all right, title, interest of claim of any kind in or to any distribution of any property held in the Trust Account that it or its respective affiliates (with the exception of the Company, to the extent it is an affiliate) may have now or in the future and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim of any kind against the Trust Account in respect of the Company’s indemnification obligations set forth in this Agreement.

6.3 Assignment; Third Party Beneficiaries . This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be, and shall be deemed to be, freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the Representatives and its successors and the permitted assigns of each Investor or holder of Registrable Securities or of any respective assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.3. Notwithstanding the foregoing, each of the Representatives, on behalf of themselves and the other Underwriters of the Company’s initial public offering, shall be deemed to be intended third party beneficiaries of this Agreement.

6.4 Notices . All notices, demands, requests, consents, approvals or other communications (collectively, “ Notices ”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer and Chairman

with a copy to:

J.P. Morgan Securities Inc.

277 Park Avenue, 9 ^th Floor

New York, New York 10017

Attention: Equity Syndicate Desk

and

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Attention: Syndicate Manager

And with an additional copy to Deutsche Bank General Counsel at the same address.

To the Investors:

c/o Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer and Chairman

And to:

[Party to Co-Investment Shares Agreement]

A copy of any notice sent hereunder shall be sent to:

Mintz Levin Cohn Ferris Glovsky and Popeo, PC

666 Third Avenue

New York, New York 10174

Attn: Kenneth R. Koch, Esq.

and:

Fried, Frank, Harris, Shriver & Jacobson, LLP

One New York Plaza

New York, New York 10004

Attn: Stuart Gelfond, Esq.

6.5 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.6 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.7 Entire Agreement . This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with

respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.8 Modifications and Amendments . No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party. Notwithstanding the foregoing, any and all parties must obtain the written consent of the Representatives and a majority-in-interest of the Demanding Holders to amend or modify this Agreement.

6.9 Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.10 Waivers and Extensions . Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.11 Remedies Cumulative . In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investors or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.12 Governing Law . This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The parties hereto agree that any action, proceeding or claim against the undersigned arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States

District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., at the address set forth in Section 6.4 hereto, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

6.13 Waiver of Trial by Jury . Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investors in the negotiation, administration, performance or enforcement hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

		NAVIOS MARITIME ACQUISITION CORPORATION

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman

		INVESTORS :

		NAVIOS MARITIME HOLDINGS, INC.

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman


		Angeliki Frangou


		Ted C. Petrone


		Julian David Brynteson


		John Koilalous


		Nikolaos Veraros


		[Party to Co-Investment Share Agreement]

4309113v.7

[Signature Page to Registration Rights Agreement]

FORM OF SPONSOR WARRANT PURCHASE AGREEMENT

THIS SPONSOR WARRANT PURCHASE AGREEMENT (this “ Agreement ”) is made as of [____], 2008, between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), and Navios Maritime Holdings, Inc., a Marshall Islands corporation (the “ Purchaser ”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.

WHEREAS, the Purchaser is an entity affiliated with the officers and directors of the Company; and

WHEREAS, in furtherance of the Company’s plan to obtain funding through an initial public offering (the “ Offering ”) of its units (the “ Units ”), each Unit consisting of one share of common stock (the “ Common Stock ”), par value $0.0001 per share, of the Company (the “ Unit Common Stock ”) and one warrant to purchase one share of Common Stock (each, a “ Unit Warrant ” and collectively, the “ Unit Warrants ”), and to demonstrate its commitment to this plan, the Purchaser desires to make an investment in the Company by purchasing warrants (each, a “ Sponsor Warrant ” and collectively, the “ Sponsor Warrants ”) on the terms and conditions described herein.

NOW THEREFORE, the parties to this Agreement hereby agree as follows:

Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants .

A. Authorization of the Sponsor Warrants. The Company has authorized, and hereby ratifies such authorization by execution hereof, the issuance and sale to the Purchaser of an aggregate of 7,600,000 Sponsor Warrants. The terms of the Sponsor Warrants are set forth in the Warrant Agreement dated as of [__], 2008 (the “ Warrant Agreement ”) by and between the Company and Continental Stock Transfer & Trust Company (“ Continental ”).

B. Purchase and Sale of the Sponsor Warrants . The Company shall sell to the Purchaser, and subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company, simultaneously with the completion of the Offering, 7,600,000 Sponsor Warrants. The purchase price of each Sponsor Warrant shall be $1.00 per warrant for an aggregate purchase price of $7,600,000 (the “ Purchase Price ”), which shall be paid in immediately available funds through a wire transfer to the trust account (the “ Trust Account ”) to be established pursuant to that certain Investment Management Trust Agreement by and between the Company and Continental. The aggregate Purchase Price shall be wired to the Trust Account by the Purchaser so as to be on deposit in the Trust Account not later than the closing of the Offering. Amounts so received in the Trust Account shall be credited against the purchase obligations of the Purchaser.

C. Terms of the Sponsor Warrants . The Sponsor Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: (i) the Sponsor Warrants are not subject to redemption so long as they are owned by the Purchaser or its permitted transferees, as set forth below, (ii) the Sponsor Warrants may be exercised on a cashless basis while the Unit Warrants cannot be exercised on a cashless basis, (iii) upon an exercise of the Sponsor Warrants, the holder of the Sponsor Warrants will receive unregistered shares of Common Stock, and (iv) the Sponsor Warrants shall be subject to certain transfer restrictions set forth in Section 1(D) below. The Sponsor Warrants will be differentiated from Warrants sold in the Offering through the legends contained on the certificates representing the Sponsor Warrants indicating the restrictions and rights specifically applicable to such Sponsor Warrants as are described in the Registration Statement.

D. Transfer Restrictions . The Sponsor Warrants, subject to certain limited exceptions described below, will not be transferable or salable until they are released from escrow, which will not occur until after the consummation of the Company’s initial Business Combination. Prior to their release from escrow, the Sponsor Warrants may be transferred to entities controlled by, or under common control with the Purchaser. In each case, such transferees will be subject to the same transfer restrictions as the Purchaser until after the Company completes its initial Business Combination and provided that each such transfer shall be implemented only on the transferee’s written agreement to be bound by the terms and conditions of the Escrow Agreement (as defined below) and the transferor’s Insider Letter.

Section 2. The Closing . The closing of the purchase and sale of the Sponsor Warrants to the Purchaser (the “ Closing ”) shall take place simultaneously with, and at the same offices as the closing of the Offering. At the Closing, the Company shall deliver warrant certificates evidencing the Sponsor Warrants to be purchased by the Purchaser hereunder to Continental, acting as escrow agent, pursuant to the securities escrow agreement by and among the Company, Continental and the Purchaser (the “ Escrow Agreement ”), registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor, by wire transfer of immediately available funds to the Trust Account pursuant to Section 1.B. above.

Section 3. Representations, Warranties and Covenants of the Purchaser . As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents, warrants and covenants to the Company that:

A. Capacity and State Law Compliance .

(i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Marshall Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser.

(ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing.

(iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a jurisdiction in which the offer and sale of the Sponsor Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Sponsor Warrants may require the registration of such Common Stock under U.S. federal, state or foreign securities laws or the availability of an exemption from such registration requirements.

B. Authorization; No Breach.

(i) The Purchaser has the full right, power and authority to enter into this Agreement, and this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.

(ii) The execution and delivery by the Purchaser of this Agreement, and the fulfillment of and compliance with the terms hereof by the Purchaser do not, and shall not as of the Closing, conflict with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C. Investment Representations.

(i) The Purchaser is acquiring the Sponsor Warrants and, upon exercise thereof, will acquire the Common Stock issuable upon such exercise (collectively, the “ Securities ”), for its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

(iii) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties and agreements of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including the filing of the Registration Statement.

(v) By virtue of the Purchaser’s affiliation with officers and directors of the Company, the Purchaser has access to all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities. The Purchaser has been afforded the opportunity to ask questions of the other executive officers and directors of the Company who are not affiliated with the Purchaser and the Representatives (defined below). The Purchaser understands that its investment in the Securities involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on, or made any recommendation or endorsement of, the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(vii) The Purchaser understands that: (A) the Securities have not been registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (x) subsequently registered thereunder or (y) sold in reliance on an exemption therefrom; and, (B) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register such Securities under the Securities Act or any state or foreign securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser represents that it is familiar with Rule 144 adopted pursuant to the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act.

(viii) The Purchaser acknowledges that it has knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.

(ix) Without in any way limiting the representations set forth above, the Purchaser agrees not to make any disposition of the Securities (or any part thereof) unless and until:

(A) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(B) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and, if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act. Notwithstanding the foregoing, the Purchaser also understands and acknowledges that the transfer or exercise of the Sponsor Warrants is subject to the specific conditions to such transfer or exercise as outlined herein, as to which the Purchaser specifically assents by its execution hereof.

D. No Group. By virtue of the Purchaser’s purchase of the Sponsor Warrants under this Agreement, such participation shall not be construed so as to make the Purchaser part of, or a participant in, a “group” as defined in Rule 13d-5 of the Exchange Act with respect to any securities of the Company.

E. Rescission Right Waiver and Indemnification.

(i) The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Sponsor Warrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the Sponsor Warrants, the offer and sale of such Sponsor Warrants might not be exempt from registration and, if not, the Purchaser would have a prima facie claim, subject to applicable defenses, to rescind its purchase of the Sponsor Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Sponsor Warrants. The Purchaser acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Sponsor Warrants to the Purchaser. The Purchaser further agrees that the foregoing waiver of rescission rights shall, to the extent permitted under applicable law, apply to any and all known or unknown actions, causes of action, suits, claims, or proceedings (collectively, “ Rescission Claims ”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith (collectively, “ Losses and Expenses ”), including, without limitation, reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Rescission Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Sponsor Warrants hereunder or relating to the purchase of the Sponsor Warrants and the transactions contemplated hereby.

(ii) The Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account with respect to any shares of Common Stock acquired by the Purchaser in connection with the exercise of the Sponsor Warrants purchased pursuant to this Agreement (“ Claim ”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

(iii) The Purchaser agrees to indemnify and hold harmless the Company and the Trust Account against any and all Losses and Expenses whatsoever to which the Company and the Trust Account may become subject as a result of the purchase of the Sponsor Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser,

but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Account. Further, the Purchaser agrees to indemnify and hold harmless J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., individually and as representative of the underwriters (“ Representatives ”), against any and all Losses and Expenses whatsoever to which the Representatives may become subject as a result of the purchase of the Sponsor Warrants by the Purchaser, including, but not limited to, any Claim by the Purchaser.

(iv) The Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 3.E. of this Agreement.

(v) The Purchaser agrees that, to the extent any waiver of rights under this Section 3.E. is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser further acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard and the receipt of all information it requires to agree to such waiver.

Section 4. Conditions Precedent to Closing .

A. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

(i) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true at and as of the Closing as though then made.

(ii) Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(iii) Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the issuance and sale of the Sponsor Warrants hereunder.

B. This Agreement evidences the agreement between the Company, on the one hand, and the Purchaser, on the other hand. Accordingly the Company may (but shall not be required to) waive any closing condition with respect to the Purchaser.

Section 5. Termination . This Agreement may be terminated by agreement of the Company and the Purchaser at any time prior to the consummation of the Closing if the Offering is not closed within the time periods described in the Underwriting Agreement after the Registration Statement is declared effective, and this Agreement shall automatically terminate without any further action by any party and thereafter be null and void upon termination of the Underwriting Agreement or the Offering.

Section 6. Survival . All of the representations, warranties, covenants and agreements contained in Section 3 shall survive the Closing for a period of six (6) months, except as otherwise specifically provided herein.

Section 7. Definitions . For the purposes of this Agreement, the following terms have the meanings set forth below:

“ Business Combination ” means a merger, stock exchange, asset acquisition, stock purchase or similar business combination of the Company with a target business or businesses and which meets the size, timing and other criteria outlined in the Registration Statement.

“ Commission ” means the United States Securities and Exchange Commission.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Person ” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or any department, agency or political subdivision thereof.

“ Registration Statement ” means the Company’s registration statement on Form F-1 (File No. 333- [___] ), as the same has been, and may be, amended from time to time hereafter and filed with the Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Underwriting Agreement ” means that certain underwriting agreement to be entered into by and among the Company and the Representatives immediately prior to the effectiveness of the Registration Statement.

Section 8. Miscellaneous .

A. Legends.

(i) The certificates evidencing the Sponsor Warrants will include the legend set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A SPONSOR WARRANT PURCHASE AGREEMENT DATED [_____] ,

WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE SPONSOR WARRANT PURCHASE AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. THESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF AN ESCROW AGREEMENT DATED [_____] , 2008, WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED THEREIN, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES.

(ii) By accepting the certificates bearing the aforesaid legend, the Purchaser agrees, prior to any permitted transfer of the Sponsor Warrants represented by the certificates and subject to the restrictions contained herein, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the following provisions shall apply:

(x) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company, the proposed transfer of such Sponsor Warrants may be effected without registration under the Securities Act and applicable state securities acts, the Company shall promptly thereafter notify the Purchaser, whereupon the Purchaser shall be entitled to transfer such Sponsor Warrants, all in accordance with the terms of the notice delivered by the Purchaser and upon such further terms and conditions as shall be required to ensure compliance with the Securities Act and the applicable state securities acts, and, upon surrender of the certificate evidencing such Sponsor Warrants, in exchange therefor, a new certificate not bearing a legend of the character set forth above if such counsel reasonably believes that such legend is no longer required under the Securities Act and the applicable state securities acts; and

(y) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company, the proposed transfer of such Sponsor Warrants may not be effected without registration under the Securities Act or the applicable state securities acts, a copy of such opinion shall be promptly delivered to the Purchaser, and such proposed transfer shall not be made unless such registration is then in effect.

(iii) The Company may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel considers it necessary to ensure compliance with the Securities Act and the applicable state securities acts.

B. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto, whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement.

C. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

D. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts, taken together, shall constitute one and the same Agreement. Facsimile signatures shall be deemed originals for all purposes hereunder.

E. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

F. Governing Law. The general corporation law of the State of New York shall govern all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York.

G. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent:

if to the Company, to:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer

with a copy (which shall not constitute notice) to:

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

666 Third Avenue, 25th Floor

New York, New York 10017

Attn: Kenneth R. Koch, Esq.

and if to Purchaser:

Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer

or in any case to such other address or to the attention of such other

person as the recipient party has specified by prior written notice to

the sending party.

H. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

I. Waiver of Trial by Jury . Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement hereof.

{Remainder of page left intentionally blank. Signature page(s) to follow}

IN WITNESS WHEREOF, the undersigned have executed this Sponsor Warrant Purchase Agreement as of the date first written above.

COMPANY:	NAVIOS MARITIME ACQUISITION CORPORATION

	By:
	Name:	Angeliki Frangou
	Title:	Chief Executive Officer and Chairman

PURCHASER:	NAVIOS MARITIME HOLDINGS, INC.

	By:
	Name:	Angeliki Frangou
	Title:	Chief Executive Officer and Chairman

[Signature Page Sponsor Warrant Purchase Agreement]

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of [____], 2008 by and between Navios Maritime Acquisition Corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (the “ Trustee ”).

WHEREAS, the Company’s registration statement on Form F-1, No. 333-[____] (the “ Registration Statement ”), relating to the initial public offering of its securities (the “ IPO ”) has been declared effective as of the date hereof (the “ Effective Date ”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);

WHEREAS, J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (the “ Representatives ”) are acting as the representatives of the underwriters in the IPO;

WHEREAS, subject to adjustment in the event the Company’s existing shareholders purchase any additional shares in the IPO, as described in the Registration Statement, and in accordance with the Company’s amended and restated articles of incorporation, an aggregate of $218,925,000 (or $250,770,000, if the underwriters’ over-allotment option is exercised in full), which is comprised of (i) the net proceeds of the IPO (except as provided in the Registration Statement); (ii) $7,600,000 received by the Company in exchange for its securities issued pursuant to the private placement that will take place simultaneously with the closing of the IPO; and (iii) an additional $7,700,000 (or $8,855,000, if the underwriters’ over-allotment option is exercised in full) of the proceeds of the IPO, representing deferred underwriting discounts and commissions payable to the underwriters of the IPO under the underwriting agreement between the Company and the Representatives on behalf of the other underwriters named therein (the “ Deferred Discount ”), which the underwriters have agreed to deposit in the Trust Account (as defined below), will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company, and the holders of shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), that form a part of the units of the Company’s securities issued in the IPO (the “ Units ”). The amount to be delivered to the Trustee will be referred to herein as the “ Property ,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “ Public Shareholders ,” and the Public Shareholders, the underwriters and the Company will be referred to collectively as the “ Beneficiaries ;” and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a) hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“ Trust Account ”) established by the Trustee;

(b) manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c) in a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;

(d) collect and receive, when due, all principal and income arising from the Property, which shall become part of the “ Property ,” as such term is used herein;

(e) notify the Company of all communications received by it with respect to any Property requiring action by the Company;

(f) supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;

(g) participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or the Representatives to do so;

(h) render to the Company and such other person as the Company may instruct and the Representatives (at the Representatives’ request), monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

(j) commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (the “ Termination Letter ”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however , that in the event that a Termination Letter has not been received by the Trustee by the close of business on the “business day” that is the 24-month anniversary of the consummation of the IPO (or up to the 36-month anniversary, if an extension of the time period within which the Company’s initial business combination may be consummated has been approved by shareholders) (the “ Last Date ”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the designated paying agent for distribution to the shareholders of record on the Last Date. A business day shall be any day that is not a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York. In all cases, the Trustee shall provide the Representatives with a copy of any Termination Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. The provisions of this Section 1(j) may not be modified, amended or deleted under any circumstances; and

(k) distribute, upon receipt of an Extension Notification Letter (as defined below), to the Public Shareholders who exercised their conversion rights in connection with an Extension (as defined below), an amount equal to the pro rata share of the Property relating to the shares of Common Stock for which such Public Shareholders have exercised conversion rights in connection with a vote of shareholders for an Extension.

2. Limited Distributions of Income from Trust Account .

(a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C , the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided, however, that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing;

(b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D , the Trustee shall distribute to the Company from interest earned on the Trust Account (net of income taxes payable thereon) the amount requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements; provided, however, that the aggregate amount of all such distributions shall not exceed $3,000,000, and the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is sufficient funds available to pay the Company’s tax obligations that are or will be due on such interest income.

(c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i), (j) and (k) hereof.

3. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board or President or other officer authorized in writing by the Chairman of the Board or President, provided that any Termination Letter shall be given pursuant to the requirements of paragraph 1(j) hereof. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 1(k), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction that it believes to be given in good faith by any one of the persons authorized by this paragraph to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand that in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “ Indemnified Claim ”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2 as set forth on Schedule A hereto, which fees shall be subject to modification by mutual agreement of the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from accumulated income at the time that disbursements are made to the Company pursuant to Section 2. The Company shall pay the Trustee the initial acceptance fee and first annual fee at the consummation of the IPO and the annual fee thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections, except to the extent it is distributed to the Company pursuant to Section 2); and

(d) In connection with any vote of the Company’s shareholders regarding a Business Combination or an Extension, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination or Extension.

(e) Within five business days after the vote of the Company’s shareholders regarding an Extension (as described in paragraph (d) above), provide the Trustee with a letter (an “ Extension Notification Letter ”) providing that (i) the Last Date has been extended (an “ Extension ”) to a date that is not more than 36 months after the consummation of the IPO, and (ii) instructions for the distribution of funds to Public Shareholders who exercised their conversion rights in connection with such Extension.

4. Limitations of Liability . The Trustee shall have no responsibility or liability to:

(a) Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;

(b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Refund any depreciation in principal of any Property;

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;

(h) Pay any taxes on behalf of the Trust Account (it being expressly understood that, subject to the provisions of Section 2(a), the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account); and

(j) Verify calculations, qualify or otherwise approve the Company’s requests for distributions pursuant to Section 1(j) above.

5. Termination . This Agreement shall terminate as follows:

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided , however , that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and, upon such deposit, the Trustee shall be immune from any liability whatsoever; or

(b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(j) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b).

6. Miscellaneous .

(a) Notwithstanding any other provision of this Agreement, the Trustee confirms its understanding that the Company has established the Trust Account relating to the Units being sold in the IPO. The Trustee acknowledges that the Trust Account will exist for the benefit of the Company’s Public Shareholders and the monies from the Trust Account may only be disbursed upon the occurrence of certain events, as more fully described in the Prospectus, and the Trustee hereby waives any and all right, title, interest or claim of any kind in or to any distribution of any property held in the Trust Account that it or its affiliates may have now or in the future and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim of any kind against the Trust Account for any reason whatsoever, including in respect of the Company’s indemnification obligations set forth in this Agreement. The Trustee agrees that neither it nor any of its affiliates have or will have any right, title, interest or claim in or to the monies in the Trust Account.

(b) The Company and the Trustee each acknowledge that the Trustee will follow the procedures set forth in this paragraph with respect to funds transferred from the Trust Account. In executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than names. The Trustee shall not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number, provided it has accurately transmitted the numbers provided.

(c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C ., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

(d) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided , however , that no such change, amendment or modification may be made without the prior written consent of the Representatives. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.

(e) It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

(f) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:

if to the Trustee, to:

Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Frank DiPaolo

Fax No.: (212) 509-5150

if to the Company, to:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attn: Angeliki Frangou, Chief Executive Officer and Chairman

Fax No.: (30) (210) 417-2070

in either case with copies to:

J.P. Morgan Securities Inc.

277 Park Avenue, 9th Floor

New York, New York 10017

Fax No.:

Attention: Equity Syndicate Desk

and

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Fax No.:

Attention: Syndicate Manager

And with an additional copy to Deutsche Bank General Counsel at the same address.

and

Fried, Frank, Harris, Shriver & Jacobson, LLP

One New York Plaza

New York, New York 10004

Attn: Stuart Gelfond, Esq.

Fax No.: (212) 859-8589

(g) This Agreement may not be assigned by the Trustee without the prior consent of the Company.

(h) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(i) Each of the Company and the Trustee hereby acknowledge that each of the Representatives, on behalf of themselves and the other underwriters of the IPO, shall be deemed to be intended third party beneficiaries of this Agreement.

(j) It is the intention of the parties hereto that, for all relevant U.S. tax purposes, the Trust Account shall be treated as a mere security device, and the Company shall be treated as the beneficial owner of the Property and, accordingly, the Company agrees it will include all income from the Property in its income for all relevant U.S. tax purposes and each party hereto agrees to take no position inconsistent with such tax treatments.

(Remainder of page intentionally left blank. Signature page to follow.)

IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

		CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

		By:
			Name:
			Title:

NAVIOS MARITIME ACQUISITION CORPORATION

By:
	Name:	Angeliki Frangou
	Title:	Chief Executive Officer and Chairman

[Signature Page to Investment Management Trust Agreement]

SCHEDULE A

Fee Item	Time and method of payment	Amount
Initial acceptance fee	Initial closing of IPO by wire transfer	$1,000
Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$3,000
Transaction processing fee for disbursements to the Company under Section 2	Deduction by Trustee from accumulated income following disbursement made to the Company under Section 2	$ 250

EXHIBIT A

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

[Insert date]

Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman

Re: Trust Account No. [•]

Gentlemen:

Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between Navios Maritime Acquisition Corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (the “ Trustee ”), dated as of [•], 2008 (the “ Trust Agreement ”), this is to advise you that the Company has entered into an agreement (the “ Business Agreement ”) with [•] (the “ Target Business ”) to consummate a business combination with Target Business (the “ Business Combination ”) on or about [ insert date ]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “ Consummation Date ”). Capitalized terms used herein without definitions shall have the respective meanings assigned to such terms in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date.

On the Consummation Date, (a) the Company shall deliver to you written notification that the Business Combination has been consummated, and (b) the Company shall deliver to you a certificate which verifies the vote of the Company’s shareholders in connection with the Business Combination and (c) the Company and the Representatives shall deliver to you joint written instructions with respect to the transfer of the funds, including the Deferred Discount, held in the Trust Account (the “ Instruction Letter ”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the certificate referenced above and the Instruction Letter, (1) to the Representatives in an amount equal to the Deferred Discount as so directed by them and (2) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will promptly notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then, upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.

		Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman

cc:	J.P. Morgan Securities Inc.
	Deutsche Bank Securities Inc.

EXHIBIT B

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

[Insert date]

Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson, Chairman

Re: Trust Account No. [•]

Gentlemen:

Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between Navios Maritime Acquisition Corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (“ Trustee ”), dated as of [•], 2008 (the “ Trust Agreement ”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein without definitions shall have the respective meanings assigned to such terms in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account. The Company has appointed [________________________] to serve as its designated paying agent (the “ Designated Paying Agent ”); accordingly, you will notify the Company and the Designated Paying Agent in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “ Transfer Date ”). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company’s instructions. You shall have no obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall terminate in accordance with the terms thereof.

		Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman

cc:	J.P. Morgan Securities Inc.
	Deutsche Bank Securities Inc.

EXHIBIT C

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

[Insert date]

Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Frank Di Paolo and Cynthia Jordan

Re: Trust Account No. [•]

Gentlemen:

Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Navios Maritime Acquisition Corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (the “ Trustee ”), dated as of [•], 2008 (the “ Trust Agreement ”), this is to advise you that the Company hereby requests that you deliver to the Company $[•] of the income earned on the Property (as defined in the Trust Agreement) as of the date hereof. The Company needs such funds to pay for the income tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

		Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman

cc:	J.P. Morgan Securities Inc.
	Deutsche Bank Securities Inc.

EXHIBIT D

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

[Insert date]

Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn: Frank Di Paolo and Cynthia Jordan

Re: Trust Account No. [•]

Gentlemen:

Pursuant to Section 2(b) of the Investment Management Trust Agreement between Navios Maritime Acquisition Corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (the “ Trustee ”), dated as of [•], 2008 (the “ Trust Agreement ”), the Company hereby requests that you deliver to the Company $[•] of the income earned as of the date hereof, which does not exceed, in the aggregate, with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to pay its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

		Very truly yours,

		NAVIOS MARITIME ACQUISITION CORPORATION

		By:
			Angeliki Frangou, Chief Executive Officer and Chairman

cc:	J.P. Morgan Securities Inc.
	Deutsche Bank Securities Inc.

EXHIBIT E

AUTHORIZED INDIVIDUAL(S)		AUTHORIZED TELEPHONE NUMBER(S)

Company:

Navios Maritime Acquisition Corporation 85 Akti Miaouli Street Piraeus, Greece 185 38 Attn: Angeliki Frangou		30-210-459-5000

Trustee:

Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Frank Di Paolo, CFO		(212) 845-3270

4307890v.5

FORM OF RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “ Agreement ”) is made as of [___] , 2008 by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), Navios Maritime Holdings, Inc., a Marshall Islands corporation (“ Navios Holdings ”) and Navios Maritime Partners L.P. (“ Navios Partners ”) in connection with the Company’s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “ Registration Statement ”) .

RECITALS

WHEREAS, Navios Holdings is a significant shareholder in the Company;

WHEREAS, the Company, Navios Holdings and Navios Partners share certain officers and directors; and

WHEREAS, because each of the Company, Navios Holdings and Navios Partners will be seeking business opportunities in the shipping industry, the parties have made this Agreement to clarify the business opportunities for which each party shall have the right of first refusal .

1. Right of First Refusal . For the term specified in Section 2 of this Agreement, each party agrees to grant to such other party (i) in its certificate of incorporation or equivalent document or (ii) by action of its board of directors, a right of first refusal to any corporate opportunities belonging to it that concern a Business Combination (as defined herein) as follows:

(a) Navios Holdings shall have a right of first refusal for corporate opportunities in the dry bulk sector of the shipping industry as described in the Registration Statement , with the exception of any Panamax or Capesize dry bulk carrier under charter for three or more years Navios Holdings might own;

(b) The Company shall have a right of first refusal with respect to corporate opportunities in all other sectors of the shipping industry as described in the Registration Statement ; and

(c) Navios Partners has the right of first refusal with respect to an acquisition opportunity relating to any Panamax or Capesize dry bulk carrier under charter for three or more years.

Navios Acquisition acknowledges its obligations under the Omnibus Agreement among Navios Maritime Holdings Inc., Navios GP L.L.C., Navios Maritime Operating L.L.C. and Navios Maritime Partners L.P. dated November 16, 2007 (the “ Omnibus Agreement ”). Decisions by the Company to release Navios Holdings and Navios Partners to pursue any corporate opportunity outside of the dry bulk sector will be made by a majority of the Company’s independent directors. Decisions by Navios Holdings to release the Company and Navios Partners to pursue a corporate opportunity in the dry bulk sector will be made by a majority of Navios Holdings’ independent directors. Decisions by Navios Partners to release the Company and Navios Holdings to pursue an acquisition opportunity relating to any Panamax or Capesize dry bulk carrier under charter for three or more years will be made by a majority of Navios Partners’ independent directors.

As used herein, the term “ Business Combination ” (as described more fully in the Registration Statement) shall mean any acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more assets or one or more operating businesses in the marine transportation and logistics industries, with a primary focus on target businesses outside of the dry bulk shipping sector.

Any party whose directors, officers or employees become aware of a corporate opportunity that is subject to this Agreement (such party, the “ Grantor ”) shall provide written notice of the business opportunity to the party to whom it has the duty to grant the right of first refusal (the “ Grantee ”) within 5 (five) business days of its identification of the corporate opportunity. Any right of first refusal granted shall expire thirty (30) days from the date of the written notice, provided that, during such thirty (30) - day period, the Grantee has failed to commence discussions with any third party regarding a Business Combination. Notwithstanding the foregoing, in the event that the applicable notice period under the Omnibus Agreement shall provide for a shorter period than ninety (90) days with respect to the consideration of a particular business opportunity by Navios Holdings or Navios Partners, as the case may be, then the notice period for the consideration of such business opportunity shall be such shorter period as required by the terms of the Omnibus Agreement.

2. Term . This Agreement shall become effective on its execution and shall remain in effect for a period to expire upon the earlier of (i) the consummation by the Company of a Business Combination or (ii) the Company’s liquidation , each in the circumstances and in the manner described in the Registration Statement .

3. Notices . All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attention: Chief Executive Officer

with copies to:

Kenneth R. Koch, Esq.

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York 10017

If to Navios Holdings:

Navios Maritime Holdings, Inc.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attention: General Counsel

with copies to:

Kenneth R. Koch, Esq.

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York 10017

If to Navios Partners:

Navios Maritime Partners L. P.

85 Akti Miaouli Street

Piraeus, Greece 185 38

Attention: General Counsel

with copies to:

Kenneth R. Koch, Esq.

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York 10017

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

4. Severability . If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

5. Assignment . Neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by either party hereto.

6. Amendment . This Agreement may only be amended by written agreement of the parties hereto.

7. Survival . The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 7 are in addition to the survivorship provisions of any other section of this Agreement.

8. Governing Law and Jurisdiction . This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of New York, without reference to rules relating to conflicts of law. The undersigned hereby agrees that any action, proceeding or claim against the undersigned arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The parties hereto hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C , with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

9. Effect on Prior Agreements . This Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding concerning the subject matter hereof among the Company, Navios Holdings and Navios Partners.

10. Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which, taken together, shall be deemed one document

11. Mutual Waiver of Jury Trial . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

12. Waiver . Each party acknowledges and permanently and irrevocably waives any and all claims against the other parties hereto in respect of any business opportunities not received by it pursuant to the terms of this Agreement.

(Remainder of page intentionally left blank. Signature pages to follow.)

IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal and Corporate Opportunities Agreement as of the date first specified above.

				NAVIOS MARITIME ACQUISITION CORPORATION
				By:
				Name:	Angeliki Frangou
				Title:	Chairman and Chief Executive Officer

				NAVIOS MARITIME HOLDINGS, INC.
				By:
				Name:	Angeliki Frangou
				Title:	Chairman and Chief Executive Officer

				NAVIOS MARITIME PARTNERS L.P.
				By:
				Name:	Angeliki Frangou
				Title:	Chairman and Chief Executive Officer

4327267v.4

EXECUTION VERSION

AMENDED AND RESTATED SPONSOR UNIT SUBSCRIPTION AGREEMENT

This Amended and Restated Sponsor Unit Subscription Agreement (this “ Agreement ”) is made as of the 16 ^th day of June, 2008, by and among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), and the purchaser listed on the signature page hereto under the heading “Purchaser” (the “ Purchaser ”).

WHEREAS, the Company and Purchaser have previously entered into that certain Sponsor Unit Subscription Agreement dated as of March 18, 2008 (the “ Original Agreement ”) wherein the Purchaser purchased an aggregate of 8,625,000 sponsor units (the “ Sponsor Units ”) on the terms and conditions set forth in the Original Agreement, and the Company and the Purchaser now desire to amend and restate the Original Agreement in its entirety through this Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is agreed between the parties as follows:

1. Return and Cancellation of the Sponsor Units . Purchaser hereby returns to the Company, and the Company hereby accepts and cancels an aggregate of 2,300,000 Sponsor Units so that the total number of Sponsor Units purchased by the Purchaser and issued and sold by the Company pursuant to this Agreement is 6,325,000 Sponsor Units. Each Sponsor Unit consists of one share of the common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), and one warrant (a “ Warrant ” and, together with the Sponsor Units and the Common Stock, the “ Securities ”) exercisable for one share of Common Stock. Each Warrant shall entitle the holder thereof to purchase one share of Common Stock at an exercise price of $7.00, in accordance with the terms of the Warrant as set forth in the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. The Warrant Agreement shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”).

2. Payment of Purchase Price . The purchase price for the Sponsor Units has been tendered in full pursuant to the Original Agreement.

3. Forfeiture . If, and to the extent, the underwriters (the “ Underwriters ”) of the Company’s initial public offering (the “ IPO ”) do not exercise all or a portion of the over-allotment option (the “ Over-Allotment Option ”) to be granted by the Company pursuant to an underwriting agreement to be entered into among the Underwriters and the Company in connection with the IPO, Purchaser shall forfeit to the Company for cancellation such number of Sponsor Units (the “ Forfeited Units ”) calculated by multiplying 825,000 by the percentage of the Over-Allotment Option that remains unexercised as of the earlier of the expiration date of the Over-Allotment Option and the earlier termination thereof. These Sponsor Units shall be forfeited during the five-day period following the earlier to occur of the expiration of the Over-Allotment Option and the termination thereof. If the Underwriters exercise the Over-Allotment Option in full, the Sponsor Units shall not be forfeited.

4. Escrow . Upon the consummation of the IPO, Purchaser shall enter into a securities escrow agreement by and between the Company and Continental Stock Transfer and Trust Company, as escrow agent, substantially in the form attached hereto as Exhibit B (the “ Securities Escrow Agreement ”), whereby the Sponsor Units shall be held in Escrow until 180 days after the consummation of a Business Combination (as defined in the Warrant Agreement).

5. Restrictive Legends . All certificates representing the Securities (and any underlying securities thereof) shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

(a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(b) Any legend required pursuant to the terms of the Securities Escrow Agreement.

6. Investment Representations . In connection with the purchase of the Securities, Purchaser, represents to the Company the following:

(a) Purchaser, in making the decision to purchase the Securities, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Securities that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Securities involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Securities. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder. Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity that would be jeopardized by the investment in the Securities. Purchaser can afford a complete loss of its investment in the Securities. Purchaser is purchasing the Securities for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “ Act ”), and Purchaser has no present arrangement to sell the Securities to or through any person or entity. Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating a Business Combination (as defined in the Warrant Agreement) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination.

(b) Purchaser understands that the Securities (and the securities underlying the Warrants) have not been registered under the Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Securities, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein.

(c) Purchaser further acknowledges and understands that the Securities (and the securities underlying the Warrants) must be held indefinitely unless the Securities (and the securities underlying the Warrants) are subsequently registered under the Act or an exemption from such registration is available. Purchaser understands that the certificate evidencing the Securities (and the securities underlying the Warrants) will be imprinted with a legend which prohibits the transfer of the Securities (and the securities underlying the Warrants) unless the Securities (and the securities underlying the Warrants) are registered or such registration is not required in the opinion of counsel satisfactory to the Company.

(d) Purchaser is familiar with the provisions of Rule 144 under the Act, as in effect from time to time (“ Rule 144 ”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Securities (and the securities underlying the Warrants) under the Act, the Securities (and the securities underlying the Warrants) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. Purchaser further understands that the Company is a “shell company” and may rely on Rule 144 for the resale of the Securities only when: (i) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company, (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials), other than current reports on Form 6-K, and (iv) at least one year has elapsed from the time the issuer has filed current Form 10 equivalent information with the Securities and Exchange Commission reflecting its status as an entity that is not a shell company.

(e) Purchaser represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.

(f) Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All actions necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by Purchaser. Subject to the terms and conditions of this Agreement, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by Purchaser of the Securities does not conflict with the organizational documents of Purchaser or with any material contract by which Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to Purchaser or its property. The principal place of business and executive offices of Purchaser are as set forth on the signature page hereto.

(g) Purchaser acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with Purchaser’s legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements

entered into between the parties hereto, Purchaser is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

(h) Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(i) Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

7. Company Representations and Warranties . The Company hereby represents and warrants to the Purchaser that the Company has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Company. Subject to the terms and conditions of this Agreement, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The sale by the Company of the Securities does not conflict with the certificate of incorporation or by-laws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Company or its property.

8. Miscellaneous .

(a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (iii) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

(b) Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, shall be binding upon the Purchaser and the Purchaser’s respective successors and assigns.

(c) Attorneys’ Fees. Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

(d) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands without regard to the principles of conflicts of law thereof. The parties agree that any action brought by either party to interpret or

enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

(e) Further Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(f) Independent Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, and that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. does not represent, and is not acting on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchaser’s counsel with respect to this Agreement.

(g) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(h) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement or any counterpart may be executed via facsimile or electronic mail transmission, and any such executed facsimile or electronic mail copy shall be treated as an original.

(j) Survival. The representations and warranties contained herein will survive the delivery of, and the payment for, the Securities.

(k) Waiver of Jury Trial. Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Purchaser in the negotiation, administration, performance or enforcement hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

				NAVIOS MARITIME ACQUISITION CORPORATION

				By:	/s/ Angeliki Frangou
				Name:	Angeliki Frangou
				Title:	Chief Executive Officer and Chairman

				Address: 85 Akti Miaouli Street Piraeus, Greece 185 38

				PURCHASER :

				NAVIOS MARITIME HOLDINGS, INC.

				By:	/s/ Angeliki Frangou
				Name:	Angeliki Frangou
				Title:	Chief Executive Officer and Chairman

				Address: 85 Akti Miaouli Street Piraeus, Greece 185 38

[Amended and Restated Sponsor Unit Subscription Agreement]

Exhibit A

Warrant Agreement

Exhibit B

Securities Escrow Agreement

[ Form of Letter Agreement ]

[___] , 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

[Purchaser address]

J.P. Morgan Securities Inc.

Deutsche Bank Securities Inc.

As Representatives of the several Underwriters

c/o J.P. Morgan Securities Inc.

277 Park Avenue, 9th Floor

New York, New York 10172

Attention: Equity Syndicate Desk

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Attention: Syndicate Manager

Re: Initial Public Offering of Navios Maritime Acquisition Corporation

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [____] , 2008 (the “Underwriting Agreement”), by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Deutsche Bank Securities Inc. (“Deutsche Bank”), as representatives of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.

In connection with the Initial Public Offering, the undersigned will enter into a letter agreement (the “Letter Agreement”) with Deutsche Bank and/or JPMorgan or another broker-dealer mutually agreed upon by the parties hereto pursuant to which the undersigned will agree to place limit orders for up to $30,000,000 of shares of Common Stock (the “Aftermarket Shares”) for a period commencing on the later of (1) two business days after the Company files a preliminary proxy statement relating to its Business Combination (as defined in the Company’s Amended and Restated Articles of Incorporation in effect on the date hereof (the “Articles of Incorporation”)), and (2) 60 days after the termination of the “restricted period” in connection with this offering under Regulation M of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ending on the business day immediately preceding the record date for the shareholder meeting at which such Business Combination is to be approved, or earlier in certain circumstances as described in the Letter Agreement.

In addition, in connection with the Initial Public Offering, the undersigned will enter into a Co-Investment Share Subscription Agreement with the Company pursuant to which the undersigned will agree to purchase and acquire from the Company such number of Shares (the “Co-Investment Shares”) as may be acquired at a purchase price equal to the per-share amount held in the trust account (the “Trust Account”) as reported in the Company’s definitive proxy statement filed with the Securities Exchange Commission prior to such purchase using the remaining portion, if any, of the $30,000,000 that has not been used by [ ___ ] to purchase Aftermarket Shares.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Initial Public Offering, and in recognition of the benefit that such Initial Public Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

1. Approval of Business Combination or Extension Period . The undersigned agrees that in connection with any vote of the stockholders of the Company on (i) a proposed amendment to the Articles of Incorporation to extend the time period within which the Company must consummate a Business Combination to up to 36 months or (ii) a proposed Business Combination, it will vote any Aftermarket Shares it has acquired in favor of such extension or Business Combination and will not exercise conversion rights (as described in the Articles of Incorporation) in respect of any such Aftermarket Shares. The undersigned further agrees that in connection with a stockholder vote to approve a proposed Business Combination, it will vote any such Aftermarket Shares in favor of an amendment to the Articles of Incorporation providing for the Company’s perpetual existence following the consummation of the Business Combination.

2. Liquidation . In the event that the Company fails to consummate a Business Combination within 24 months (or up to 36 months if the Company’s stockholders approve an extension pursuant to the terms of the Articles of Incorporation) after the date of the final prospectus included in the Registration Statement on Form F-1 relating to the Initial Public Offering (the “Registration Statement”), the undersigned will take all reasonable actions within its power to (i) cause the Trust Account (as defined in the Articles of Incorporation) to be liquidated and the proceeds distributed to the holders of shares sold in the Initial Public Offering as soon as reasonably practicable and (ii) cause the Company to liquidate as soon as reasonably practicable (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation Date”), in each case in accordance with the terms of the Articles of Incorporation and all applicable laws.

3. Transfer Restrictions . (a) The undersigned will not assign, alienate, pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”), directly or indirectly, any Aftermarket Shares, any Co-Investment Shares that it currently owns or may acquire hereafter from the date hereof until 180 days following the date of the consummation of a Business Combination, except to a Permitted Transferee (as defined below). Any transfers of such Co-Investment Shares to a Permitted Transferee will be made in accordance with applicable securities laws. Any transfer of Co-Investment Shares pursuant to this Paragraph 3 after the date hereof will be subject to the condition that the Permitted Transferee has agreed in writing to be bound by the terms of Paragraphs 1, 2 and 3 hereof. “Permitted Transferee” means any legal entity controlling, controlled by or under common control with, Navios Maritime Holdings, Inc. or Angeliki Frangou.

4. Representations and Warranties . The undersigned represents and warrants that:

(a) Except as described in the Registration Statement, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the undersigned with respect to the sale of the securities pursuant to the Underwriting Agreement or any other arrangements, agreements or understandings by the undersigned that may affect the Underwriters’ compensation pursuant to the Underwriting Agreement;

(b) It is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(c) It has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding;

(d) It has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registrations denied, suspended or revoked; and

(e) It has full right and power, without violating any agreement by which it is bound, to enter into this letter agreement.

The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the Initial Public Offering. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

The undersigned hereby agrees to cause any Permitted Transferee that purchases Aftermarket Shares or Co-Investment Shares to agree to be bound in writing by paragraphs 1, 2 and 3 hereof.

This letter agreement shall be binding on the undersigned and such person’s successors and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the Liquidation Date; provided that such termination shall not relieve the undersigned from liability for any breach of this letter agreement prior to its termination; and provided further that paragraph 2 of this letter agreement shall survive a termination pursuant to clause (ii) and paragraph 4 of this letter agreement shall survive a termination pursuant to clause (i) or (ii).

This letter agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the parties relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws thereof. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C ., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced. The Company shall not consent to any amendment, change, waiver, alteration or modification to paragraph 4 of this Letter Agreement prior to the consummation of a Business Combination and the dissolution of the Trust Account in connection therewith.

ACCEPTED AND AGREED:

[_______]

By:
Name:
Title:

ACCEPTED AND AGREED:

NAVIOS MARITIME ACQUISITION CORPORATION

By:
Name:	Angeliki Frangou
Title:

ACCEPTED AND AGREED:

DEUTSCHE BANK SECURITIES INC.

By:
Name:
Title:

ACCEPTED AND AGREED:

J.P. MORGAN SECURITIES INC.

By:
Name:
Title:

CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT

THIS CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT (this “ Agreement ”) is made as of [___], 2008, by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), and [___] (the “ Purchaser ”).

WHEREAS, the Company has filed a registration statement on Form F-1 under the Securities Act of 1933, as amended (the “ Securities Act ”), with the Securities and Exchange Commission in connection with a proposed initial public offering (the “ Initial Public Offering ”) of 22,000,000 units (“ Units ”), each consisting of one share of common stock of the Company, par value $0.0001 per share (“ Common Stock ”), and one warrant (a “ Warrant ”) to purchase one additional share of Common Stock for $7.00;

WHEREAS, in connection with the Initial Public Offering, the Purchaser has entered into a letter agreement (the “ Letter Agreement ”) dated as of the date hereof with J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters (the “ Representatives ”), pursuant to which the Purchaser has agreed to cause [___] to place limit orders for up to $30,000,000 of shares of Common Stock (the “ Aftermarket Shares ”) for a period commencing on the later of (1) two business days after the Company files a preliminary proxy statement relating to its Business Combination (as defined in the Company’s Amended and Restated Articles of Incorporation in effect on the date hereof), and (2) 60 days after the termination of the “restricted period” in connection with the Initial Public Offering under Regulation M of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and ending on the business day immediately preceding the record date for the shareholder meeting at which such Business Combination is to be approved, or earlier in certain circumstances as described in the Letter Agreement; and

WHEREAS, the Company desires to commit to issue and sell, and the Purchaser desires to purchase and acquire Co-Investment Shares (as defined herein), to the extent that [___] does not purchase in full $30,000,000 of the Aftermarket Shares, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the promises and mutual covenants set forth herein, the parties hereto agree as follows:

1. Commitment To Purchase Co-Investment Shares . (a) Subject to and immediately prior to the consummation of a Business Combination, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser the Applicable Number of shares of Common Stock (each a “ Co-Investment Share ”) at a purchase price equal to the per-share amount held in the trust account (the “ Trust Account ”) as reported in the Company’s definitive proxy statement filed with the Securities Exchange Commission prior to such purchase (the “ Purchase Price ”). The “ Applicable Number ” means a number (rounded up to the nearest whole number) equal to (x) the difference between $30,000,000 and the aggregate purchase price paid by [___] for the Aftermarket Shares divided by (y) the Purchase Price. With the exception of the transfer restrictions set forth in Section 3 hereof the Co-Investment Shares shall be identical to the shares of Common Stock sold in the Initial Public Offering. The closing of the purchase and sale of the Co-Investment Shares hereunder, including payment for and delivery of the Co-Investment Shares, shall occur at the offices of the Company immediately prior to, and subject to consummation of, the Business Combination.

(b) The Purchase hereby agrees to cause any Permitted Transferee (defined below) that purchases Co-Investment Shares from the Company hereunder to become a party to this Agreement and to be bound by its terms and conditions, including the transfer restrictions set forth in Section 3 and the investment representations set forth in Section 2 .

2. Payment Of Purchase Price . The purchase price for the Co-Investment Shares shall be tendered in full at the closing by one or a combination of the following means: (a) wiring of immediately available United States funds to an account for the benefit of the Company, pursuant to wire instructions provided by the Company in advance of the closing; or (b) by delivery of a cashiers check to the Company of immediately available United States funds.

3. Limitations On Transfer . The Purchaser hereby agrees not to assign, alienate, pledge, attach, sell or otherwise transfer or encumber (each, a “ transfer ”), directly or indirectly, any Co-Investment Shares until 180 days following the date of the consummation of a Business Combination, except to a Permitted Transferee (as defined below). Any transfers of such Co-Investment Shares to a Permitted Transferee shall be made in accordance with applicable securities laws. Any transfer of Co-Investment Shares pursuant to this Section 3 shall be subject to the condition that the Permitted Transferee has agreed in writing to be bound by the terms of this Section 3 . “ Permitted Transferee ” means any legal entity controlling, controlled by or under common control with, Navios Maritime Holdings, Inc. or Angeliki Frangou.

4. Restrictive Legends . All certificates representing the Co-Investment Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

(b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN CO-INVESTMENT SHARE SUBSCRIPTION AGREEMENT DATED AS OF [__], 2008, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.”

5. Investment Representations . In connection with the purchase of the Co-Investment Shares, the Purchaser represents to the Company the following:

(a) The Purchaser is familiar with the Company’s business plans and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Co-Investment Shares. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Co-Investment Shares involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Co-Investment Shares. The Purchaser has such knowledge and expertise in financial and business

matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Co-Investment Shares, and is able to bear the economic risk of an investment in the Co-Investment Shares in the amount contemplated hereunder. The Purchaser understands that there presently is no public market for the Co-Investment Shares and none is anticipated to develop in the foreseeable future. The Purchaser can afford a complete loss of its investment in the Co-Investment Shares. The Purchaser is purchasing the Co-Investment Shares for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(b) The Purchaser understands that the Co-Investment Shares have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties and agreements of the Purchaser set forth herein to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Co-Investment Shares, including, but not limited to, the bona fide nature of the Purchaser’s investment intent as expressed herein.

(c) The Purchaser understands that the Co-Investment Shares must be held indefinitely unless the Co-Investment Shares are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser understands that the certificates evidencing the Co-Investment Shares shall be imprinted with a legend that prohibits the transfer of the Co-Investment Shares unless the Co-Investment Shares are registered or such registration is not required in the opinion of counsel for the Company.

(d) The Purchaser represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(e) The Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Purchaser in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by the Purchaser. This Agreement constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Purchaser’s obligations hereunder do not conflict with the organizational documents of the Purchaser, if applicable, or with any material contract by which the Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Purchaser or its property.

(f) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act.

(g) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Co-Investment Shares or the fairness or suitability of the investment in the Co-Investment Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Co-Investment Shares.

(h) The Purchaser understands that except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register such Securities under the Securities Act or any state or foreign securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser represents that it is familiar with Rule 144 adopted pursuant to the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act.

(i) The Purchaser understands that, except as specifically set forth in the Registration Rights Agreement by and among the Company and Navios Maritime Holdings, Inc., Angeliki Frangou, Ted C. Petrone, Julian David Brynteson, John Koilalous, Nikolaos Veraros and the Purchaser, neither the Company nor any other person is under any obligation to register such Co-Investment Shares under the Securities Act or any state or foreign securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser represents that it is familiar with Rule 144 adopted pursuant to the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act.

(j) Without in any way limiting the representations set forth above, the Purchaser agrees not to make any disposition of the Co-Investment Shares unless and until:

(A) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

6. Company Representations And Warranties . In connection with the issuance and sale of the Co-Investment Shares, the Company represents to the Purchaser the following:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of The Republic of the Marshall Islands and the Company has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Company. This Agreement constitutes the valid, binding and enforceable obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The sale by the Company of the Co-Investment Shares does not conflict with the articles of incorporation or by-laws of the Company or any material contract by which the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the Company or its property.

(b) The Co-Investment Shares have been duly authorized and, when issued, delivered and paid for in accordance with this Agreement. Further, the Co-Investment Shares will be validly issued, fully paid and non-assessable and will be free and clear of all liens and claims.

7. Miscellaneous .

7.1 Successors and Assigns . This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, shall be binding upon Purchaser and Purchaser’s successors and assigns.

7.2 Governing Law; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of law thereof. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court in the State of New York.

7.3 Further Execution . The parties agree to take all such further actions as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

7.4 Entire Agreement; Amendment . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

7.5 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7.6 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement or any counterpart may be executed via facsimile or electronic mail transmission, and any such executed facsimile or electronic mail copy shall be treated as an original.

7.7 Survival . The representations and warranties contained herein shall survive the delivery of, and the payment for, the Co-Investment Shares.

7.8 Waiver of Jury Trial . Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of Purchaser in the negotiation, administration, performance or enforcement hereof.

( Remainder of Page intentionally left blank. Signature page(s) to follow )

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

NAVIOS MARITIME ACQUISITION CORPORATION
By:
Name:	Angeliki Frangou
Title:	Chief Executive Officer and Chairman

[______________]

By:
Name:
Title:

[Form of Insider Letter - Directors and Officers]

[ • ], 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Re: Initial Public Offering

Ladies and Gentlemen:

The undersigned, the President and a stockholder of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), in consideration of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “ Underwriters ”) of the Company’s initial public offering, agreeing to underwrite an initial public offering (the “ IPO ”) of the Company’s units (“ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and one warrant exercisable for one share of Common Stock (“ Warrant ”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule I hereto):

7. The undersigned agrees to be the President and a director of the Company and currently intends to serve until the earlier of the consummation by the Company of a Business Combination and the liquidation of the Company. The undersigned’s Directors and Officers and FINRA Questionnaire furnished to the Company and attached hereto as Exhibit A and the undersigned’s biographical information in the Registration Statement are true and accurate in all respects and do not omit any material information with respect to the undersigned’s background.

8. The undersigned represents and warrants to the Company that:

(e) The undersigned has not been subject to any order prohibiting, and is not subject to any legal proceeding seeking to prohibit, the undersigned from engaging in any type of business practice;

11. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations, and warranties set forth herein in proceeding with the IPO.

14. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Laws. Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against the Company or the undersigned arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C ., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

( Remainder of Page intentionally left blank. Signature page(s) to follow . )

			Sincerely,

			Ted C. Petrone

AGREED AND ACCEPTED:

NAVIOS MARITIME ACQUISITION CORPORATION

By:
Name:
Title:

J.P. MORGAN SECURITIES INC.

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

By:
Name:
Title:

[Signature Page - Letter Agreement]

SCHEDULE 1

SUPPLEMENTAL COMMON DEFINITIONS

“ Affiliate ” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“ Business Combination ” shall have the meaning ascribed to it in the Registration Statement.

“ Business Combination Date ” shall mean the date upon which a Business Combination is consummated.

“ Effective Date ” shall mean the date upon which the Registration Statement is declared effective under the Securities Act of 1933, as amended, by the SEC.

“ Sponsors ” shall mean all of the officers, directors, and stockholders of the Company immediately prior to the IPO.

“ Sponsor Shares ” shall mean the shares of Common Stock comprising part of the Sponsor Units.

“ IPO Shares ” shall mean all shares of Common Stock, whether sold as part of the Units in the IPO or in the aftermarket, including any such shares held by a Sponsor or its affiliates, to the extent that it purchases such Common Stock in the IPO or in the aftermarket.

“ Private Placement ” shall mean the private placement by the Company of 7,600,000 Warrants prior to the pricing of the IPO.

“ Prospectus ” shall mean the final prospectus filed with respect to the Registration Statement pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

“ Registration Statement ” shall mean the registration statement filed by the Company on Form F-1 with the SEC, and any amendment or supplement thereto, in connection with the IPO.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Sponsor Warrants ” shall mean the warrants issued in the Private Placement.

“ Trust Account ” shall mean that certain trust account at [____], maintained by Continental Stock Transfer & Trust Company, acting as trustee, and in which the Company deposited the “total amount held in trust,” as described in the Prospectus.

Exhibit A

[questionnaire]

[Form of Insider Letter - Directors and Officers]

[ • ], 2008

Navios Maritime Acquisition Corporation

85 Akti Miaouli Street

Piraeus, Greece 185 38

Re:

Initial Public Offering

Ladies and Gentlemen:

The undersigned, a director and stockholder of Navios Maritime Acquisition Corporation, a Marshall Islands corporation (the “ Company ”), in consideration of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “ Underwriters ”) of the Company’s initial public offering, agreeing to underwrite an initial public offering (the “ IPO ”) of the Company’s units (“ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and one warrant exercisable for one share of Common Stock (“ Warrant ”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule I hereto):

7. The undersigned agrees to be a director of the Company and currently intends to serve until the earlier of the consummation by the Company of a Business Combination and the liquidation of the Company. The undersigned’s Directors and Officers and FINRA Questionnaire furnished to the Company and attached hereto as Exhibit A and the undersigned’s biographical information in the Registration Statement are true and accurate in all respects and do not omit any material information with respect to the undersigned’s background.

8. The undersigned represents and warrants to the Company that:

(e) The undersigned has not been subject to any order prohibiting, and is not subject to any legal proceeding seeking to prohibit, the undersigned from engaging in any type of business practice;

11. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations, and warranties set forth herein in proceeding with the IPO.

14. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Laws. Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against the Company or the undersigned arising out of or relating in any way to this letter agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The Company hereby appoints, without power of revocation, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C ., with an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth R. Koch, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this letter agreement.

(Remainder of Page intentionally left blank. Signature page(s) to follow.)

			Sincerely,

			Julian David Brynteson

AGREED AND ACCEPTED:

NAVIOS MARITIME ACQUISITION CORPORATION

By:
Name:
Title:

J.P. MORGAN SECURITIES INC.

By:
Name:
Title:

DEUTSCHE BANK SECURITIES INC.

By:
Name:
Title: