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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?


To: Glenn Petersen who wrote (508)6/3/2006 9:20:26 AM
From: Glenn Petersen  Respond to of 3862
 
The management group of Rhapsody Acquisition has had a prior involvement with another blank check company, Arpeggio Acquisition Corporation. APGO went public on June 20, 2004, selling units at $6.00 each. On Friday, the units closed at $8.40. The common shares and warrants closed at $6.14 and $1.23, respectively.

Prior Involvement of Principals in Blank Check Companies

Except for David Sgro, each of our officers and directors has been a principal of Arpeggio Acquisition Corporation, a blank check company that completed an offering similar to this offering and executed a business plan similar to our business plan.

Arpeggio Acquisition Corporation, a blank check company with an objective to acquire an operating business, completed its initial public offering on June 30, 2004 and raised gross proceeds of $40.8 million at an offering price of $6.00 per unit. Since its inception, Mr. Rosenfeld has been the chairman, chief executive officer and president of Arpeggio Acquisition Corporation and Arnaud Ajdler has been the chief financial officer, secretary and a member of the board of directors of Arpeggio Acquisition Corporation. Since its inception, each of Messrs. Schlemm, Bauer and Watson has been a member of the board of directors of Arpeggio Acquisition Corporation. As of the date of this prospectus, Arpeggio Acquisition Corporation has not consummated a business combination with a target business. However, it has entered into an Agreement and Plan of Merger with Hill International, Inc. and all of its stockholders pursuant to which Hill International will become a wholly owned subsidiary of Arpeggio Acquisition Corporation. The Agreement and Plan of Merger with Hill International currently contemplates that each of Mr. Rosenfeld and Mr. Ajdler will continue to serve as a member of the board of directors of Arpeggio Acquisition Corporation following completion of the merger. As such, in the future, they will receive any cash fees and stock awards that Arpeggio’s board of directors determines to pay to its non-executive directors. No salary has been paid to any of these individuals for their services to Arpeggio Acquisition Corporation. However, Crescendo Advisors II, an affiliate of Mr. Rosenfeld’s and Mr. Ajdler’s that will provide similar services to us, receives a $7,500 per month fee from Arpeggio Acquisition Corporation for use of office space and administrative services from the effective date of Arpeggio Acquisition Corporation’s initial public offering through the date of the merger with Hill International.



To: Glenn Petersen who wrote (508)10/4/2006 11:31:04 AM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
Rhapsody Acquisition Corp. completed its IPO yesterday, selling 4,500,000 units at $8.00 per unit. The gross proceeds totaled $36 million, in line with the amount that the company was looking to raise when it filed its initial S-1 on June 6, 2006. A total of $34,150,000, equal to $7.59 per share, has been placed into a trust account. This balance includes $360,000 in fees that have been deferred by the underwriter and $1.25 million from the sale of warrants to certain of the insiders in a private placement. In the event that the company is liquidated, neither the underwriter nor the insiders will receive any of the funds placed into the escrow account.

Each unit consists of one share of common stock and a warrant to purchase one additional share at $5.00 per share.

Rhapsody Acquisition Corp. is going to focus its efforts on acquiring an operating business in an as yet unidentified industry

There is no word yet as to whether or not the underwriter has exercised its over-allotment option.

The securities will be listed on the OTC Bulletin Board. The units (RPSDU.OB) are trading this morning at $8.10. The common shares (RPSD) and warrants (RPSDWW) will begin trading separately at a later date.

The final prospectus:

sec.gov