UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number: NRDC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 26-0500600 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3 Manhattanville Road, Purchase, NY 10577 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (914) 272-8067 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Units, each consisting of one share of Common Stock NYSE Alternext U.S. and one Warrant Common Stock, par value $0.0001 per share NYSE Alternext U.S. Common Stock Purchase Warrants NYSE Alternext U.S. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act. Yes o No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o The aggregate market value of the voting common and non-voting equity held by non-affiliates of the registrant, based on the closing price of the registrant’s Units, each consisting of one share of the registrant’s common stock and one warrant exercisable for an additional share of common stock, on June 30, 2008 was approximately $386,262,000.00. The number of outstanding shares of the registrant’s common stock on March 13, 2009 was 51,750,000 shares. DOCUMENTS INCORPORATED BY REFERENCE: None TABLE OF CONTENTS PART I 2 Item 1. Business 2 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 35 Item 2. Properties 35 Item 3. Legal Proceedings 35 Item 4. Submission of Matters to a Vote of Security Holders 35 PART II 35 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8. Financial Statements and Supplementary Data 41 Item 9B. Other Information 57 PART III 58 Item 10. Directors, Executive Officers and Corporate Governance 58 Item 11. Executive Compensation 61 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 62 Item 13. Certain Relationships and Related Transactions, and Director Independence 63 Item 14. Principal Accountant Fees and Services 64 Item 15. Exhibits and Financial Statement Schedules 66 FORWARD LOOKING STATEMENTS The Securities and Exchange Commission, or SEC, encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report contains such “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. We claim the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this report and include, but are not limited to, statements about future financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect to future operations, and other statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. These forward-looking statements include, without limitation, statements regarding our: • expectations regarding competition for Business Combination opportunities; • beliefs regarding the types of businesses that we can purchase with the funds in the Trust Account; • expectations regarding the prioritization of the fiduciary duties of our executive officers and directors with respect to the allocation of business opportunities and the consummation of any Business Combination; • expectations regarding the involvement of our executive officers following a Business Combination; • estimate regarding the operating expenses of our business before and after the consummation of an initial Business Combination and our expectation that we may require additional financing to fund the operations or growth of the target business or businesses; • expectations regarding the waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account by all vendors, prospective target businesses or other entities we do business with; • belief that we will have sufficient funds to operate for at least until we are required to dissolve, assuming that an initial Business Combination is not consummated prior to that time; • expectations regarding the timing of generating any revenues; • expectations regarding the trading of the units, common stock and warrants on NYSE Alternext U.S.; • intention to make liquidating distributions to our stockholders as soon as reasonably possible if we have not consummated our initial Business Combination and we are obligated to terminate our corporate existence on October 23, 2009, assuming that an initial Business Combination is not consummated prior to that time; and • plan to seek stockholder approval before we consummate our initial Business Combination. These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events. PART I Item 1. Business Introduction We are a blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar Business Combination, one or more assets or control of one or more operating businesses, which we refer to as our “initial Business Combination.” We were incorporated under Delaware law on July 10, 2007. We were formed for the purpose of acquiring a business through a Business Combination. Since our initial public offering, our activities have been limited to identifying and evaluating prospective acquisition targets. The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on October 17, 2007 (the “Effective Date”). The Company consummated the Offering on October 23, 2007, and received net proceeds of approximately $384,000,000 from the issue and sale of 41,400,000 of its units, comprising one share of common stock of the Company and one warrant to purchase one share of common stock of the Company, and also received $8,000,000 of proceeds from the private placement (the “Private Placement”) of 8,000,000 warrants to NRDC Capital Management, LLC (the “Sponsor”). The warrants sold in the Private Placement are identical to the warrants sold in the Offering as part of the units, except that the warrants sold in the private placement are not subject to redemption and are subject to certain restrictions on transfer. Substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with an operating business (“Business Combination”).