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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/03/08  Performance Acquisition Corp      S-1/A       2/29/08    2:135                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Form S-1                         HTML    942K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      5K 

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As filed with the Securities and Exchange Commission on February 29, 2008

Registration No. 333-148367

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERFORMANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

970 West Broadway

PMB 402

Jackson, Wyoming 83001

(307) 633-2831

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan J. Ledecky, President and Secretary

Performance Acquisition Corp.

970 West Broadway

PMB 402

Jackson, Wyoming 83001

(307) 633-2831

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2008

P R O S P E C T U S

$500,000,000

Performance Acquisition Corp.

50,000,000 Units

Performance Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses in the entertainment, media and/or publishing industry, which we refer to as our initial business combination. If we are unable to consummate a business combination within 24 months from the date of this prospectus, or 30 months from the date of this prospectus if a definitive agreement has been executed within 24 months after the date of this prospectus and the initial business combination has not yet been consummated within such 24-month period, we will liquidate and distribute the proceeds held in the trust account to our public stockholders. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We do not have any specific initial business combination under consideration. We have not, nor has anyone on our behalf, contacted or been contacted by any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit consists of one share of common stock and one half of one redeemable common stock purchase warrant, which we refer to as a warrant throughout this prospectus. We are offering 50,000,000 units. The public offering price will be $10.00 per unit. Each whole warrant entitles the holder to purchase one share of common stock at a price of $5.50. The warrants will become exercisable on the later of the completion of our initial business combination and one year from the date of this prospectus, provided in each case that we have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The warrants will expire five years from the date of this prospectus, unless earlier redeemed.

We have also granted the underwriters a 30-day option to purchase up to an additional 7,500,000 units to cover over-allotments, if any.

Eric J. Watson, our chairman of the board and treasurer, Jonathan J. Ledecky, our president and secretary, and William Morris Agency, LLC, an entity affiliated with John M. Mass, a director of ours, have agreed to purchase an aggregate of 5,000,000 warrants at a price of $1.00 per warrant ($5.0 million in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering. We refer to these warrants as the “sponsors’ warrants.” The proceeds from the sale of the sponsors’ warrants in the private placement will be deposited into a trust account and be subject to a trust agreement, described below, and will be part of the funds distributed to our public stockholders in the event we are unable to complete a business combination. The sponsors’ warrants will be substantially similar to the warrants included in the units sold in this offering except that if we call the warrants for redemption, the sponsors’ warrants will be exercisable on a cashless basis at the election of the holder and will not be redeemable by us so long as they are still held by these purchasers or their affiliates. The purchasers of the sponsors’ warrants have agreed not to transfer, assign or sell any of these warrants until we consummate our initial business combination.

Currently, there is no public market for our units, common stock or warrants. We intend to apply to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol “            .U” on or promptly after the date of this prospectus. The common stock and warrants will begin separate trading on the 35th day after the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading. No fractional warrants will be issued and only whole warrants will trade. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on the American Stock Exchange under the symbols “            ” and “            .WS,” respectively. We cannot assure you, however, that our securities will continue to be listed on the American Stock Exchange.

Investing in our securities involves a high degree of risk. See “ Risk Factors” beginning on page 23 for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about                     , 2008. Of the proceeds we receive from this offering and the sale of the sponsors’ warrants described in this prospectus, approximately $9.79 per share, or $489,250,000 in the aggregate (approximately $9.77 per share, or $562,000,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account, at JPMorgan Chase NY Bank, with Continental Stock Transfer & Trust Company as trustee. These funds will not be released until the earlier of the completion of our initial business combination and our liquidation (which may not occur until 24 months from the date of this prospectus or 30 months under certain circumstances).

Citi

The date of this prospectus is                     , 2008

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Until                                 , 2008 (25 days after the date of this prospectus), all dealers that buy, sell or trade our securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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 SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” beginning on page 23 of this prospectus and our financial statements and the related notes included elsewhere in this prospectus, before investing. References in this prospectus to “we,” “us” or “our company” refer to Performance Acquisition Corp. References in this prospectus to “public stockholders” refer to those persons that purchase the securities offered by this prospectus, including any of our officers, directors and founders (as defined below) who purchase these securities, either in this offering or afterwards, provided that such individuals’ status as “public stockholders” shall only exist with respect to those securities so purchased. References in this prospectus to our “management team” refer to our officers and directors. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and an aggregate of 1,875,000 founders’ units, representing 1,875,000 shares of founders’ common stock and 937,500 founders’ warrants, have been forfeited by our founders.

We are a blank check company formed under the laws of the State of Delaware on October 24, 2007. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with a currently unidentified operating business or several operating businesses in the entertainment, media and/or publishing industry, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not, nor has anyone on our behalf (including William Morris Agency, LLC), contacted or been contacted by any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have neither engaged nor retained any agent or other representative, including William Morris Agency, LLC, to conduct any research or take any steps to identify, locate or contact any suitable acquisition candidate.

The entertainment, media and/or publishing industry encompasses those companies which create, produce, deliver, own, distribute and/or market entertainment and information content, products and services. These companies serve both domestic and international audiences. The media and entertainment industry represents a large and expanding segment of the United States economy. According to PricewaterhouseCoopers, LLP, global media and entertainment industry spending reached $1.4 trillion in 2006 and is expected to increase to $2.0 trillion in 2011. The United States marketplace accounts for $582 billion, or 41%, of the $1.4 trillion in spending.

Growth in this industry has historically been driven by the introduction of new technologies and the expansion of domestic and international markets. The latter part of the 20th century witnessed the introduction and consumer acceptance of cable television, home video, video games and compact discs. The 1990s witnessed the emergence of additional products and improved delivery systems such as interactive multimedia entertainment software, simulator and virtual reality attractions and fiber optic cable. The beginning of the 21st century has witnessed even greater expansion as the emergence of next-generation technologies and the convergence of platforms have significantly strengthened growth opportunities for television distribution through direct broadcast satellite and digital cable, video games, Internet access and home video.

The market is also in transition as digital distribution is growing rapidly and now playing a more important role in the overall market but also creating a new medium. According to PricewaterhouseCoopers Global Entertainment and Media Outlook, the global Entertainment & Media industry is experiencing sustained growth and will increase at a 6.4% compound annual growth rate to $2 trillion by 2011. PricewaterhouseCoopers estimates that digital and mobile spending during the next five years will rise to $153 billion by 2011. The study estimates that within the next five years, more than 40% of the industry growth will be generated through online and wireless technologies and, during the same period, broadband households will grow by 300 million to 540 million subscribers and wireless subscribers will increase from 2.3 billion in 2006 to 3.4 billion in 2011.

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We will seek to capitalize on the significant experience of Eric J. Watson, our chairman of the board and treasurer, Jonathan J. Ledecky, our president and secretary, and William Morris Agency, LLC, one of our stockholders and an affiliate of John M. Mass, one of our directors, in identifying, acquiring and operating a wide variety of service businesses. William Morris Agency, LLC, which, together with William Morris SPAC Holdings, LLC, we refer to in this prospectus as William Morris, is one of the largest and preeminent diversified talent and literary agency in the world. Founded in 1898, William Morris employs over 750 people specifically focused on the entertainment, media, and publishing industries in offices in New York City, Beverly Hills, Nashville, Miami, London and Shanghai. William Morris represents clients in all segments of the media and entertainment industry, including motion pictures, television, music and personal appearances, Broadway theatre and theatrical touring, book publishing, commercial endorsements, sports marketing, corporate consulting, digital media and video games. We believe we will benefit from the broad range of business relationships, industry expertise and market insight enjoyed by William Morris as well as those of John M. Mass, a member of William Morris and a member of our board of directors. William Morris is also well positioned in the deal flow of the media, entertainment, and publishing industries. William Morris Agency, LLC has entered into a right of first review agreement with us, in which William Morris Agency, LLC has agreed to present, and to allow Mr. Mass to present, any suitable business opportunity to us prior to presenting it to any other entity, including William Morris, subject to certain exceptions described in this prospectus.

Eric J. Watson and Jonathan J. Ledecky have together been personally involved in the formation of over 25 companies and such companies have made over 400 acquisitions. In all of these transactions, each of Messrs. Watson and Ledecky was involved, either directly or in a supervisory capacity, in searching for targets, conducting due diligence, negotiating the terms of the acquisitions and consummating such transactions. Mr. Watson has been the chairman of, and interests associated with him own, Cullen Investments Limited, a private investment company which he founded in January 1995. Mr. Watson and his associated interests have a substantial portfolio comprising interests in the fashion, retail, financial services, real estate, infrastructure maintenance, sports and entertainment sectors. Cullen Investments owns Bendon, an international manufacturer and retailer of women’s lingerie whose brands include the licensed Elle Macpherson Intimates and Stella McCartney labels. Another major investment held by interests associated with Mr. Watson is a 50% ownership of the Hanover Group, one of the largest privately owned financial service businesses in New Zealand with operations extending to the United States, the United Kingdom and Australia. Prior to founding Cullen Investments, Mr. Watson was the founding chairman and largest stockholder of Blue Star Group, a retail and distribution group he founded in January 1992.

Since March 1999, Mr. Ledecky has served as chairman of Ironbound Partners Fund LLC, a private investment management fund. In October 1994, Mr. Ledecky founded U.S. Office Products and served as its chief executive officer until November 1997 and chairman until June 1998. In February 1997, Mr. Ledecky founded Building One Services Corporation (originally Consolidation Capital Corporation), an entity formed to identify attractive consolidation opportunities which ultimately focused on the facilities management industry. In November 1997, Building One raised $552 million in an initial public offering. Mr. Ledecky served as Building One’s chief executive officer from November 1997 through February 1999 and as its chairman from inception through its February 2000 merger with Group Maintenance America Corporation.

Each of Messrs. Watson and Ledecky and Robert B. Hersov and Edward J. Mathias, each of whom is a member of our board of directors, was also an officer and/or director of Endeavor Acquisition Corp., a blank check company formed in July 2005 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Endeavor Acquisition Corp. consummated its initial public offering in December 2005 and raised gross proceeds of approximately $129.3 million at an offering price of $8.00 per unit. In December 2006, Endeavor Acquisition Corp. entered into a definitive agreement for a business combination to acquire American Apparel, Inc. and its affiliated companies. American Apparel is a leading provider of cotton leisure wear geared toward contemporary metropolitan adults and sold through company-owned retail locations and online. Endeavor Acquisition Corp. consummated its business combination with American Apparel on December 12, 2007.

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Each of Messrs. Watson, Ledecky, Hersov, and Mathias is also an officer and/or director of Victory Acquisition Corp., a blank check company formed in January 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more operating businesses in any industry other than the franchising, healthcare or financial services industries. Victory Acquisition Corp. consummated its initial public offering in April 2007 and raised gross proceeds of $330 million at an offering price of $10.00 per unit. Until Victory Acquisition Corp. consummates a business combination, each of these individuals will be required to present all business opportunities which are suitable for Victory Acquisition Corp. to Victory Acquisition Corp. prior to presenting them to us.

Additionally, each of Messrs. Watson, Ledecky, Hersov and Mathias and each of Jim Gray and Jimmie Lee Solomon, Jr., each a director of ours, is also an officer and/or director of Triplecrown Acquisition Corp., a blank check company formed in June 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more operating businesses in the financial services industry. Triplecrown Acquisition Corp. consummated its initial public offering in October 2007 and raised gross proceeds of approximately $552 million at an offering price of $10.00 per unit.

In connection with our formation, our executive officers and certain of our directors organized Grand Slam Acquisition Corp. and Endeavour International Acquisition Corp. Grand Slam Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with an operating business located in North America in any industry other than the financial services industry or the entertainment, media and/or publishing industry. Endeavour International Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses located outside of North America in any industry other than the financial services industry or the entertainment, media and/or publishing industry. We believe that conducting these offerings simultaneously will be beneficial to us for a number of reasons, including allowing us to allocate expenses for identifying target businesses between us, Grand Slam Acquisition Corp. and Endeavour International Acquisition Corp. (such as airfare, lodging and other expenses), thereby potentially reducing the cost to each of us. Additionally, if our offering was the only one being conducted at this time and our officers or directors were presented with an opportunity to acquire a target business located outside of our required parameters, they would be forced to simply abandon such opportunity even though it might be very attractive. By conducting these offerings simultaneously with different target parameters, if our officers or directors were to be presented with such an opportunity, they could present such opportunity to either of the other two companies depending on the characteristics of the targets, thereby reducing the likelihood of not being able to pursue an attractive transaction. We believe this will benefit our stockholders as well as those of Grand Slam Acquisition Corp. and Endeavour International Acquisition Corp. Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments, including Grand Slam Acquisition Corp., Endeavour International Acquisition Corp., Triplecrown Acquisition Corp. and Victory Acquisition Corp. This offering and that of Grand Slam Acquisition Corp. and Endeavour International Acquisition Corp. are not contingent upon each other and while the timing of the offerings may coincide, they are not required to do so. Each offering will proceed independently from the other two.

The past experience of our management and members of our board of directors does not guarantee that we will be successful in consummating a business combination. There are numerous risks and uncertainties detailed elsewhere in this prospectus that could impact our ability to consummate a business combination outside of the control of such individuals. Furthermore, our management has been involved with companies that have been forced to file for bankruptcy following their involvement with such companies, including U.S. Office Products. The future role of members of our management team, if any, in the target business cannot presently be stated

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with any certainty. While it is possible that one or more of our officers or directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination and we do not intend to ensure that our officers and directors will be able to maintain their positions with us following the consummation of a business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. As a result, we cannot assure you that we will be able to consummate a business combination at all or on terms favorable to us, nor can we guarantee that we will be successful following the consummation of a business combination.

Our initial business combination must be with one or more target businesses whose fair market value, individually or collectively, is equal to at least 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions of $20.0 million, or approximately $23.0 million if the underwriters’ over-allotment option is exercised in full) at the time of the signing of a definitive agreement in connection with our initial business combination. This may be accomplished by identifying and acquiring a single business or multiple operating businesses, which may or may not be related, contemporaneously. However, we will always acquire at least a controlling interest in a target business (typically meaning more than 50% of the voting securities of the target business).

The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of the balance in the trust account (excluding deferred underwriting discounts and commissions) at the time of the signing of a definitive agreement in connection with our initial business combination. In order to consummate such a business combination, we may issue a significant amount of our debt or equity securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt or equity securities. There are no limitations on our ability to incur debt or issue securities in order to consummate a business combination regardless of whether or not we acquire a target business or businesses having a collective fair market value substantially in excess of 80% of the balance in the trust account at the time of the signing of a definitive agreement in connection with our initial business combination. If we issue securities in order to consummate a business combination, our stockholders could end up owning a minority of the combined company’s voting securities (or that of a parent company depending on the structure of the initial business combination) as there is no requirement that our stockholders own a certain percentage of our company after our business combination. Since we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

If we are unable to consummate an initial business combination within 24 months from the date of this prospectus (or within 30 months from the date of this prospectus if a definitive agreement has been executed within 24 months from the date of this prospectus and the business combination has not yet been consummated within such 24-month period), we will liquidate and distribute the proceeds held in the trust account to our public stockholders in an amount we expect to be approximately $9.79 per share of common stock held by them (or approximately $9.77 per share if the underwriters exercise their over-allotment option in full), without taking into account any interest earned on such funds.

Private Placements

Effective October 24, 2007, we issued 14,375,000 units to William Morris, Summit Trust, an affiliate of Eric J. Watson, Jonathan J. Ledecky and Edward J. Mathias, Robert B. Hersov, Jim Gray, John M. Mass and Jimmie Lee Solomon, each a director of ours, for an aggregate of $25,000 in cash, at a purchase price of approximately $0.002 per unit. We refer to the current holders of these units as the “founders” throughout this prospectus. Each of these units includes one share of common stock and one half of one warrant. Each whole warrant entitles the holder to purchase one share of common stock. This includes an aggregate of up to 1,875,000 units that are subject to forfeiture by our founders to the extent that the over-allotment option is not exercised in

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full by the underwriters. These holders will be required to forfeit to us, at no cost to us, a number of units necessary to maintain their collective 20% ownership interest in our securities after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option. We refer to these outstanding units, shares of common stock and warrants as the “founders’ units,” “founders’ common stock” and “founders’ warrants” throughout this prospectus.

The founders’ units are identical to the units being sold in this offering, except that:

In addition, Eric J. Watson, Jonathan J. Ledecky and William Morris have agreed to purchase an aggregate of 5,000,000 warrants at a price of $1.00 per warrant ($5.0 million in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering. The $5.0 million of proceeds from this investment will be added to the proceeds of this offering and will be held in the trust account pending our completion of an initial business combination on the terms described in this prospectus. If we do not complete such a business combination, then the $5.0 million will be part of the liquidating distribution to our public stockholders, and the sponsors’ warrants will expire worthless.

The sponsors’ warrants will not be transferable or salable by the purchasers (subject to limited exceptions for transfers to permitted transferees including the permitted transferee agreeing to be bound to such transfer restrictions) until we complete a business combination, and will be exercisable on a cashless basis at the holder’s election and will be non-redeemable by us, in each case, as long as they are held by the purchasers or their permitted transferees. In addition, commencing on the date they become exercisable, the sponsors’ warrants and the underlying shares of common stock are entitled to registration rights under an agreement to be signed on or before the date of this prospectus. With the exception of the terms noted above, the sponsors’ warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.

Our executive offices are located at 970 West Broadway, PMB 402, Jackson, Wyoming 83001, and our telephone number is (307) 633-2831.

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The Offering

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page 23 of this prospectus.

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