UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark one)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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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 001-33963
GHL Acquisition Corp.
(Exact name of registrant as specified in its charter)
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| Delaware
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26-1344998 |
| (State of Incorporation)
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(I.R.S. Employer |
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Identification No.) |
| 300 Park Avenue, 23rd Floor |
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| New York, New York
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10022 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number (212) 389-1500
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated
filer’’ in Rule 12b-2 of the Act. (Check one):
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| Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes þ Noo
As of May 8, 2009, there were 48,500,000 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
EXPLANATORY NOTE
This amendment on Form 10-Q/A (the “Amendment”) amends our quarterly report for the quarterly
period ended March 31, 2009 originally filed with the Securities and Exchange Commission (“SEC”) on
May 14, 2009 (the “Original Report”). We are filing this amendment in response to a comment letter
from the SEC to file revised certifications that appear as Exhibits 31.1 and 31.2 under Item 6.
Exhibits.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), we are also filing new certifications by the Company’s Principal Executive Officer
and Principal Financial Officer as exhibits to this Form 10-Q/A under Item 6. Exhibits. No other
information in the Original Report, other than the filing of revised certifications, is amended
hereby. Except for the foregoing, the Amendment speaks as of the filing date of the Original Report
and does not update or discuss any other Company developments after the date of the Original
Report.
The only changes to the text from the Form 10-Q are as follows:
Part II
Item 6. Exhibits
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Revised certifications of our Chief Executive Officer and our Chief Financial Officer
(Exhibits 31.1 and 31.2) |
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Certifications of our Chief Executive Officer and our Chief Financial Officer (Exhibits
32.1 and 32.2) |