To: Glenn Petersen who wrote (273 ) 9/25/2006 9:25:40 PM From: Glenn Petersen Respond to of 3862 Viceroy Acquisition Corp., which was seeking to raise $160 million for an acquisition in the energy sector when filed its initial S-1 on September 2, 2005, pulled its U.S. registration statement on February 13, 2006:The application herein is made on the grounds that the Registrant has determined at this time not to proceed with the proposed offering in the United States, as filed, and may undertake a subsequent private offering in reliance on Rule 155(c) and/or may pursue admission for trading on a non-United States public market. sec.gov The company subsequently went public in the UK:Mintz Levin Represents Viceroy Acquisition Corporation in Its Listing on the London Stock Exchange July 18, 2006 - London, England - Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced it represented Viceroy Acquisition Corporation, a special purpose acquisition company ("SPAC"), in its listing on AIM, a market of the London Stock Exchange plc. Viceroy Acquisition Corporation, which is seeking to invest in the rapidly growing biofuels market in the United States, commenced trading of its common shares and warrants on AIM on July 12, 2006. Viceroy Acquisition Corporation has raised approximately $180 million (before expenses) through a successful placing of 22,500,000 units, each unit comprising one share and one warrant, at $8 per unit. The lead placing agent was CRT Capital LLC. Viceroy Acquisition Corporation has been established to pursue acquisitions initially only in certain segments of the oil and gas industry including: the refining, storage, transportation and marketing of alternative fuels, including biodiesel and ethanol; the transportation of petroleum and petroleum products; and the exploration, development, extraction, production, storage, transportation and marketing of natural gas and crude oil. Mintz Levin's London office and New York office collaborated on advising the Viceroy Acquisition Corporation. The New York team was comprised of members Kenneth Koch and Jeffrey Schultz and associates Federica Bisone and Raoul Duggal. The London team included of counsel Lena Hodge and associate Jemma Atkins. Mintz Levin is an AmLaw 100 law firm with offices in the US and the UK. The firm has exceptional depth in a broad range of practice areas, but our clients recognize that what sets us apart from other law firms is our industry focus. By truly understanding business drivers and industry trends, we are able to provide our clients with more than just legal advice. We provide legal solutions to our clients' business issues. Since 1933, our lawyers have represented entrepreneurs, emerging growth companies, government agencies, and leaders in primary industries that include Life Sciences/Biotechnology; Technology & Communications; Financial Services & Insurance; Healthcare; Real Estate, Hospitality & Construction; and Retail & Consumer Products. Our practical knowledge combined with our industry expertise enables us to provide our clients with enterprise legal advice that gives their business a competitive advantage in the marketplace. mintz.com