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

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

Forward-Looking Statements

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

Overview

We are a blank check company organized under the laws of the State of Delaware on August 24, 2006. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. To date, our efforts have been limited to organizational activities. We have neither engaged in any operations nor generated any revenues to date.

We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

Results of Operations

For the period August 24, 2006 (inception) to September 30, 2008, we had net income of $5,359,648 generated from interest earned on the Trust Account.

Net income for the nine months ended September 30, 2008 was approximately $2,503,326, representing the interest earned on the Trust Account for such period.

Liquidity and Capital Resources

We generated gross proceeds of $176,125,000 from the sale of the units in our initial public offering and the private placements. After deducting the underwriting discounts and commissions, non-accountable expense allowance and the offering expenses, the total net proceeds to us from the offering (including the underwriters' over-allotment option) were $163,430,000, of which $163,050,000 was deposited into the Trust Account at Lehman Brothers Inc., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and the remaining proceeds of $380,000 became available to be used by us to provide for business, legal and accounting due diligence or prospective business combinations and continuing general and administrative expenses. In addition, $6,468,750, representing the deferred underwriting discounts and commissions, were deposited into the Trust Account for a total of $169,518,750 deposited into the Trust Account. The amounts deposited into the Trust Account remain on deposit in the Trust Account earning interest.

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The funds held in the Trust Account, other than the deferred underwriting discounts and commissions, may be used as consideration to pay the sellers of a target business with which we ultimately complete a business combination. Up to one-half of the interest earned on the Trust Account, net of taxes, may be released to us to complete a business combination. Up to one-half of the interest earned on the Trust Account, net of taxes, may be released to us to fund our working capital requirements. Any amounts not paid as consideration to the sellers of the target business or to the underwriters as deferred underwriting discounts and commissions may be used to finance the operations of the target business.

We believe that prior to the consummation of a business combination, the $380,000 of proceeds initially held outside of the Trust Account, as well as one-half of the interest earned on the Trust Account, net of taxes payable on such interest, up to a maximum of $2.0 million, will be sufficient to cover our operating expenses until June 22, 2009 and to cover the expenses incurred in connection with a business combination. Assuming that a business combination is not consummated during that time, we anticipate making the following expenditures during this time period:

· approximately $1,380,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, including without limitation third-party fees for assisting us in performing due diligence investigations of perspective target businesses;

· approximately $300,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

· approximately $240,000 of expenses in fees relating to our office space and certain general and administrative services;

· approximately $460,000 for general working capital that will be used for miscellaneous expenses, including reimbursement of any out-of-pocket expenses incurred by our initial stockholders, directors and officers in connection with activities on our behalf, of which approximately $400,000 is for director and officer liability and other insurance premiums; and, if we must dissolve and liquidate, $50,000 to $75,000 for dissolution and liquidation costs.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.

We have agreed to pay a monthly fee of $10,000 to LMS Nihul, an affiliate of M.O.T.A. Holdings Ltd., FSGL Holdings Ltd and OLEV Holdings Ltd, three of our initial stockholders, for general and administrative services including office space, utilities and secretarial support. We believe, based on rents and fees for similar services in Israel, that the fee charged by LMS Nihul is at least as favorable as we could have obtained from an unaffiliated third party.