To: Glenn Petersen who wrote (456 ) 10/5/2007 3:52:29 PM From: RockyBalboa Read Replies (3) | Respond to of 3862 PXIAEach unit consists on one share of common stock and one warrant to purchase one additional share at $6.00 per share. Interesting. Per the filing, the strike of the warrants is $5. Phoenix India Acquisition Corp. filed on 03/31/2006 As filed pursuant to Rule 424(b)3 Registration No. 333-128008 PROSPECTUS $49,250,000 Phoenix India Acquisition Corp. 6,156,250 Units Phoenix India Acquisition Corp. is a blank check company recently formed for the purpose of acquiring, through merger, capital stock exchange, asset acquisition or other similar business combination, one or more unidentified operating businesses in the information technology, information technology enabled services or information technology enabled product industries (IT/ITES/ITEP) including companies in the knowledge process outsourcing, or KPO, and business process outsourcing, or BPO, sectors in India. This is an initial public offering of our securities. Each unit will be offered at a price of $8.00 per unit and will consist 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 $5.00. Each warrant will become exercisable on the later of our completion of a business combination or March 30, 2007, and will expire on March 30, 2011, or earlier upon redemption. Note 2 - Offerings Public Offering On April 5, 2006, the Company sold 6,156,250 units to the public at a price of $8.00 per unit. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“warrant”). Each warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a business combination with a target business or March 30, 2007 and expiring March 30, 2011. The underwriters were granted an option to purchase an additional 923,437 units within 45 days of the effective date of the registration statement to cover any over-allotments. The underwriters exercised the option with respect to 923,437 units on April 5, 2006 and were issued such units on April 5, 2006. The warrants are redeemable at a price of $.01 per warrant upon 30 days notice after the warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. -8- -------------------------------------------------------------------------------- Private Placement On March 30, 2006, the Company sold to its officers and directors an aggregate of 93,750 units identical to the units sold in the Public Offering at a price of $8.00 per unit. Note 3 - Notes payable to stockholders