SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )

 

Check the appropriate box:

TRIPLECROWN ACQUISITION CORP.

(Name of Registrant As Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Common Stock and Warrants

217,455,000

$9.68 and $0.18, respectively

$1,353,564,400

$75,528.81

$75,528.81

Form S-4, Registration Statement File No. 333-161773

Cullen Agricultural Holding Corp.

September 4, 2009

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TRIPLECROWN ACQUISITION CORP.
970 WEST BROADWAY, PMB 402
JACKSON, WYOMING 83001

NOTICE OF SPECIAL MEETING OF STOCKHOLDER
OF TRIPLECROWN ACQUISITION CORP.
TO BE HELD ON  , 2009

To the Stockholders of Triplecrown Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Triplecrown Acquisition Corp. (“Triplecrown”), a Delaware corporation, will be held at 10:00 a.m. eastern time, on  , 2009, at the offices of Graubard Miller, Triplecrown’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174. You are cordially invited to attend the meeting, which will be held for the following purposes:

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These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of Triplecrown common stock at the close of business on  , 2009 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, Triplecrown’s board of directors has determined that the proposals are fair to and in the best interests of Triplecrown and its stockholders and recommends that you vote or give instruction to vote “FOR” the approval of all of the proposals.

All Triplecrown stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Triplecrown common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not submit your proxy or vote in person at the special meeting or, if you hold your shares through a broker or bank, if you do not instruct your broker how to vote your shares or obtain a proxy from your broker or bank to vote in person at the special meeting, it will have the same effect as a vote against the approval of the initial charter proposals, the merger proposal and the secondary charter proposals.

The officers, directors and stockholders of Triplecrown prior to its initial public offering have agreed to vote the shares of Triplecrown common stock they received before such initial public offering in accordance with the majority of the votes cast at the special meeting of stockholders with respect to the merger proposal by the holders of shares sold in Triplecrown’s initial public offering.

A complete list of Triplecrown stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Triplecrown for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

, 2009		By Order of the Board of Directors
		Jonathan J. Ledecky President, Secretary and Director

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF TRIPLECROWN’S INITIAL PUBLIC OFFERING (“IPO”) ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT TRIPLECROWN CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST TENDER YOUR STOCK TO TRIPLECROWN’S STOCK TRANSFER AGENT PRIOR TO THE SPECIAL MEETING OF TRIPLECROWN STOCKHOLDERS. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY THROUGH THE DEPOSITORY TRUST. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE “SPECIAL MEETING OF TRIPLECROWN STOCKHOLDERS AND WARRANTHOLDERS- CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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TRIPLECROWN ACQUISITION CORP.
970 WEST BROADWAY, PMB 402
JACKSON, WYOMING 83001

NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS
OF TRIPLECROWN ACQUISITION CORP.
TO BE HELD ON  , 2009

To the Warrantholders of Triplecrown Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the special meeting of warrantholders of Triplecrown Acquisition Corp. (“Triplecrown”), a Delaware corporation, will be held at 10:00 a.m. eastern time, on  , 2009, at the offices of Graubard Miller, Triplecrown’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174. You are cordially invited to attend the meeting, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of Triplecrown warrants at the close of business on  , 2009 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

The approval of the warrant amendment proposals is a condition to the consummation of the merger discussed above. Triplecrown’s officers, directors and stockholders prior to Triplecrown’s initial public offering, as well as certain other warrantholders, representing % of Triplecrown’s outstanding warrants, have executed lockup agreements whereby such parties have agreed to vote in favor of the warrant amendment proposals at the special meeting.

After careful consideration, Triplecrown’s board of directors has determined that the proposals are fair to and in the best interests of Triplecrown and its warrantholders and recommends that you vote or give instruction to vote “FOR” the approval of all of the proposals.

All Triplecrown warrantholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a warrantholder of record of Triplecrown, you may also cast your vote in person at the special meeting. If your warrants are held in an account at a brokerage firm or

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bank, you must instruct your broker or bank on how to vote your warrants or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the warrant amendment proposals.

A complete list of Triplecrown warrantholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Triplecrown for inspection by warrantholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of warrants you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the warrants you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

, 2009		By Order of the Board of Directors
		Jonathan J. Ledecky President, Secretary and Director

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. IF THE MERGER IS NOT COMPLETED AND TRIPLECROWN DOES NOT COMPLETE AN INITIAL BUSINESS COMBINATION PRIOR TO OCTOBER 22, 2009, THEN THE WARRANTS WILL EXPIRE WORTHLESS.

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

SUBJECT TO AMENDMENT AND COMPLETION, DATED SEPTEMBER 4, 2009

PROXY STATEMENT FOR SPECIAL MEETINGS OF STOCKHOLDERS AND WARRANTHOLDERS
  
OF
  
TRIPLECROWN ACQUISITION CORP.
  
PROSPECTUS FOR UP TO
  
69,455,000 SHARES OF COMMON STOCK
  
AND
  
74,000,000 WARRANTS
  
AND
  
74,000,000 SHARES OF COMMON STOCK UNDERLYING SUCH WARRANTS
  
OF
  
CULLEN AGRICULTURAL HOLDING CORP.

Triplecrown Acquisition Corp. (“Triplecrown”) is pleased to report that its board of directors has approved an Agreement and Plan of Reorganization, dated as of September 4, 2009, among Triplecrown, Cullen Agricultural Holding Corp. (“CAH”), a wholly-owned subsidiary of Triplecrown, CAT Merger Sub, Inc. (“Triplecrown Merger Sub”), a wholly-owned subsidiary of CAH, Cullen Agricultural Technologies Inc. (“Cullen Agritech”), a Georgia corporation, and Cullen Inc. Holdings Ltd. (“Cullen Holdings”), the sole stockholder of Cullen Agritech, pursuant to which (i) Triplecrown will merge with and into CAH with CAH surviving the merger and becoming the new publicly-traded corporation of which the present holders of Triplecrown securities will be security holders and (ii) Triplecrown Merger Sub will merge with and into Cullen Agritech with Cullen Agritech surviving the merger and becoming a wholly-owned subsidiary of CAH. We refer to the Agreement and Plan of Reorganization throughout this proxy statement/prospectus as the merger agreement.

CAH is a newly-formed Delaware corporation that will commence operations as a holding company of Cullen Agritech upon completion of the transactions described in this proxy statement/prospectus. Cullen Agritech is a newly formed company committed to the development and commercialization of advanced agricultural technologies. Cullen Agritech will provide advisory services associated with the implementation of efficient farming techniques and promote a methodology that incorporates components of New Zealand’s pasture-based farming system. Cullen Agritech’s principle focus will be to improve agricultural yields through forage and animal sciences.

Upon completion of the transactions described in this proxy statement/prospectus, the current holders of common stock of Triplecrown will own 57,740,000 shares of CAH stock (assuming no holders of shares of Triplecrown common stock sold in its initial public offering elect to convert their shares into a portion of Triplecrown’s trust account and assuming the officers, directors and founders of Triplecrown cancel an aggregate of 11,260,000 shares they will receive upon exchange of their Triplecrown common stock in connection with the merger as described in more detail in this proxy statement/prospectus) and the current holder of common stock of Cullen Agritech will own 15,881,148 shares of CAH common stock. Of the shares of CAH common stock to be owned by the holder of Cullen Agritech common stock, 10% of the shares to be issued in the merger (1,588,115 shares) will be placed in escrow to provide a fund to satisfy indemnification obligations under the merger agreement. See the section entitled “The Merger Proposal — Structure of the Merger.”

In connection with the merger, Triplecrown is seeking to amend the terms of the warrant agreement governing its outstanding warrants exercisable for shares of Triplecrown common stock. The amendments to the warrant agreement will provide that (i) the exercise price of Triplecrown’s warrants will be increased from $7.50 per share to $12.00 per share, (ii) the expiration date of the warrants will be extended from October 21, 2012 to October 21, 2013 and (iii) the price at which the stock must trade for the warrants to be called for redemption will be increased from $13.75 per share to $17.00 per share. The approval of the warrant amendment proposals are a condition to the consummation of the merger.

Proposals to approve the merger agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meetings of stockholders and warrantholders of Triplecrown scheduled to be held on  , 2009.

Triplecrown’s common stock, units and warrants are currently listed on the NYSE Amex under the symbols TCW, TCW.U and TCW.WS, respectively. Triplecrown’s units, common stock and warrants will no longer be traded following consummation of the merger. The parties intend to seek to have the common stock and warrants of CAH listed on the New York Stock Exchange or NASDAQ following consummation of the merger under the symbols  and .WS, respectively. However, there is no assurance that the common stock and warrants will be listed on any exchange following consummation of the merger.

This proxy statement/prospectus provides you with detailed information about the merger and other matters to be considered by the Triplecrown stockholders and warrantholders. You are encouraged to carefully read the entire document and the documents

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incorporated by reference. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 14.

Your vote is very important.  Whether or not you expect to attend the special meetings, the details of which are described on the following pages, please complete, date, sign and promptly return the accompanying proxy in the enclosed envelope.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus statement is dated , 2009, and is first being mailed on or about , 2009.

Triplecrown consummated its initial public offering (“IPO”) on October 25, 2007. Citigroup Global Markets Inc. (“Citigroup”) acted as lead manager for the IPO and Jefferies & Company, Ladenburg Thalmann & Co. Inc. and Broadband Capital Management LLC acted as co-managers for the IPO. Upon consummation of the merger, the underwriters in Triplecrown’s IPO will be entitled to receive $ of deferred underwriting commissions, which represents a reduction from the amount of the deferred underwriting commissions they were entitled to under the underwriting agreement executed in connection with the IPO. If the merger is not consummated and Triplecrown is required to be liquidated, the underwriters will not receive any of such funds and such funds will be returned to stockholders upon Triplecrown’s liquidation.

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CULLEN AGRICULTURAL HOLDING CORP.

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		Page
Summary of the Material Terms of the Merger			1
Questions and Answers for Triplecrown Stockholders and Warrantholders About the Proposals			4
Selected Historical Consolidated Financial Information			11
Selected Unaudited Pro Forma Condensed Combined Financial Information			13
Risk Factors			14
Forward-Looking Statements			25
Special Meeting of Triplecrown Stockholders and Warrantholders			26
Proposals to be Considered by the Triplecrown Stockholders			31
The Initial Charter Proposals			31
The Merger Proposal			34
The Merger Agreement			59
U.S. Federal Income Tax Considerations to Triplecrown Stockholders			66
Unaudited Pro Forma Condensed Combined Financial Information			67
The Secondary Charter Proposals			75
The Stockholder Adjournment Proposal			77
Proposals to Be Considered by the Triplecrown Warrantholders			78
The Warrant Amendment Proposals			78
The Warrantholder Adjournment Proposal			79
Other Information Related to Triplecrown			80
Business of Cullen Agritech			90
Management of CAH Following the Merger			113
Cullen Agritech’s Managements Discussion and Analysis of Financial Condition and Results of Operations			107
Beneficial Ownership of Securities			122
Certain Relationships and Related Transactions			125
Description of Securities			128
Price Range of Securities and Dividends			132
Stockholder Proposals			133
Legal Matters			133
Experts			133
Delivery of Documents to Stockholders			134
Where You Can Find More Information			134
Index to Financial Statements			F-1

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		Page
ANNEXES
Agreement and Plan of Reorganization			A-1
CAH Amended and Restated Certificate of Incorporation			B-1
CAH Bylaws			C-1
Employment Agreement			D-1
Form of Escrow Agreement			E-1
Tax Opinion of Graubard Miller			F-0
Triplecrown Amended and Restated Certificate of Incorporation			G-1
2009 Long-Term Incentive Equity Plan			H-1
Opinion of Richards, Layton & Finger, P.A.			I-1
Lock-Up Agreement			J-1
Fairness Opinion of Duff & Phelps			K-1
Section 262 of the Delaware General Corporation Law			L-1

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SUMMARY OF THE MATERIAL TERMS OF THE MERGER

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•

After the merger, the directors of CAH will be Eric J. Watson, , ,  and , who are designees of Cullen Holdings, and ,  and , who are designees of Triplecrown. , ,  and  will be considered independent directors under applicable regulatory rules. The officers of CAH will be Eric J. Watson, ,  and .

•

Triplecrown is also seeking the approval from the holders of its warrants to amend the terms of the warrant agreement to (i) increase the exercise price of Triplecrown’s warrants from $7.50 per share to $12.00 per share, (ii) extend the expiration date of the warrants from October 21, 2012 to October 21, 2013 and (iii) increase the price at which the stock must trade for the warrants to be called for redemption from $13.75 per share to $17.00 per share. The approval of each of the warrant amendment proposals is a condition to the merger being consummated. The amendments will be effective immediately upon consummation of the merger. The Triplecrown Founders, as well as certain other warrantholders, representing % of Triplecrown’s outstanding warrants, have executed lockup agreements whereby such parties have agreed to vote in favor of the warrant amendment proposals at the special meeting. See the section entitled “The Warrant Amendment Proposals.”

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QUESTIONS AND ANSWERS
FOR TRIPLECROWN STOCKHOLDERS AND WARRANTHOLDERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about Triplecrown’s Special Meetings of Stockholders and Warrantholders. The following questions and answers may not include all the information that is important to stockholders and warrantholders of Triplecrown. We urge stockholders and warrantholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q. Why am I receiving this proxy statement/ prospectus?		A. Triplecrown has agreed to a business combination under the terms of the Agreement and Plan of Reorganization that is described in this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A, which you are encouraged to read.
		Stockholders are being asked to consider and vote upon proposals entitled “Initial Charter Proposals,” “The Merger Proposal,” “The Secondary Charter Proposals” and “The Stockholder Adjournment Proposal,” all as described in more detail in this proxy statement/prospectus. Warrantholders are being asked to consider and vote upon proposals entitled “The Warrant Amendment Proposals” and “The Warrantholder Adjournment Proposal,” all as described in more detail in this proxy statement/prospectus.
		The approval of each of the initial charter proposals, the merger proposal and the warrant amendment proposals is a condition to the consummation of the merger. If any of the initial charter proposals, the merger proposal or the warrant amendment proposals is not approved, the other proposals will not be presented to stockholders and warrantholders for a vote and the merger will not be consummated. The approval of the secondary charter proposals are not a condition to the consummation of the merger and the vote on such proposals will not impact whether the merger is consummated.
		This proxy statement/prospectus contains important information about the proposed merger and the other matters to be acted upon at the special meetings. You should read it carefully.
		Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Do I have conversion rights?		A. If you are a holder of Public Shares, you have the right to vote against the merger proposal and demand that Triplecrown convert such shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Triplecrown’s IPO are held. These rights to vote against the merger and demand conversion of the Public Shares into a pro rata portion of the trust account are sometimes referred to herein as conversion rights.
Q. How do I exercise my conversion rights?		A. If you are a holder of Public Shares and wish to exercise your conversion rights, you must (i) vote against the merger proposal, (ii) demand that Triplecrown convert your shares into cash, and (iii) deliver your stock to Triplecrown’s transfer agent physically or electronically through the Depository Trust Company prior to the vote at the meeting.
		Any action that does not include an affirmative vote against the merger will prevent you from exercising your conversion rights. Your vote on any proposal other than the merger proposal will have no impact on your right to convert.

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		You may exercise your conversion rights either by checking the box on the proxy card or by submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, Triplecrown’s transfer agent, at the address listed at the end of this section. If you (i) initially vote for the merger proposal but then wish to vote against it and exercise your conversion rights or (ii) initially vote against the merger proposal and wish to exercise your conversion rights but do not check the box on the proxy card providing for the exercise of your conversion rights or do not send a written request to Triplecrown to exercise your conversion rights, or (iii) initially vote against the merger but later wish to vote for it, you may request Triplecrown to send you another proxy card on which you may indicate your intended vote. You may make such request by contacting Triplecrown at the phone number or address listed at the end of this section.
		Any request for conversion, once made, may be withdrawn at any time up to the vote taken with respect to the merger proposal. If you delivered your shares for conversion to Triplecrown’s transfer agent and decide prior to the special meeting not to elect conversion, you may request that Triplecrown’s transfer agent return the shares (physically or electronically). You may make such request by contacting Triplecrown’s transfer agent at the phone number or address listed at the end of this section.
		Any corrected or changed proxy card must be received by Triplecrown’s secretary prior to the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.
		If the merger is completed, then, if you have also properly exercised your conversion rights, you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon, calculated as of two business days prior to the date of the consummation of the merger. As of September 4, 2009, there was $538,796,312 in the trust account, which would amount to approximately $9.76 per Public Share upon conversion. If you exercise your conversion rights, then you will be exchanging your shares of Triplecrown common stock for cash and will no longer own these shares.
		Exercise of your conversion rights does not result in either the exercise or loss of any Triplecrown warrants that you may hold. Your warrants will continue to be outstanding following a conversion of your common stock, will be automatically converted into warrants to purchase shares of CAH’s common stock that will have terms that are substantially similar in all material respects to those of the Triplecrown warrants (subject to the amendments to the warrants contemplated by the warrant amendment proposals) and will become exercisable upon consummation of the merger. A registration statement must be in effect to allow you to exercise any warrants you may hold or to allow CAH to call the warrants for redemption if the redemption conditions are satisfied. If the merger is not consummated and Triplecrown does not complete a different business combination prior to October 22, 2009, the warrants will not become exercisable and will be worthless upon dissolution of Triplecrown in accordance with its charter.

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Q. Do I have appraisal rights if I object to the proposed merger?		A Triplecrown stockholders may have appraisal rights in connection with the mergers contemplated by this proxy statement/prospectus. If appraisal rights are available, holders of shares of Triplecrown common stock who do not vote in favor of the merger proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the mergers under Section 262 of the DGCL. Holders of Public Shares electing to exercise conversion rights will not be entitled to appraisal rights. For additional information, including the procedures for properly demanding appraisal, see “The Merger Proposal — Appraisal Rights.”
Q. What happens to the funds deposited in the trust account after consummation of the merger?		A. At the closing of the merger, the funds in Triplecrown’s trust account will be released to pay transaction fees and expenses (including the balance of the purchase price for the land to be used by CAH following consummation of the merger), deferred underwriting discounts and commissions, tax liabilities, if any, and reimbursement of expenses of the Triplecrown Founders and to make purchases of Public Shares, if any. The balance of the funds will be released to CAH to pay Triplecrown stockholders who properly exercise their conversion rights and for working capital and general corporate purposes of CAH and Cullen Agritech. Additionally, if CAH has access to more than $150 million after closing of the merger, CAH may use such funds, depending on market conditions, to repurchase shares of common stock.
Q. Since Triplecrown’s amended and restated certificate of incorporation and IPO prospectus contained certain differences in what is being proposed at the meeting, what are my legal rights?		A. You should be aware that Triplecrown’s amended and restated certificate of incorporation and IPO prospectus require Triplecrown to complete a business combination in which it acquires a target business in the financial services industry having a fair market value equal to at least 80% of Triplecrown’s trust account balance (excluding deferred underwriting discounts and commissions) and resulting in the ownership by Triplecrown of not less than 50% of the voting securities of the target business and restricts Triplecrown from completing a business combination with a target business that is affiliated with any of the Triplecrown Founders. Furthermore, Triplecrown’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares from holders who have indicated their intention to vote against the merger and seek conversion of their shares to cash (as Triplecrown may contemplate doing). Also, Triplecrown’s IPO prospectus stated that specific provisions in Triplecrown’s amended and restated certificate of incorporation may not be amended prior to the consummation of an initial business combination but that Triplecrown had been advised that such provision limiting its ability to amend its amended and restated certificate of incorporation may not be enforceable under Delaware law. Accordingly, each person who purchased Public Shares in the IPO and still held such shares upon learning of these facts may have securities law claims against Triplecrown for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security).

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		Such claims may entitle stockholders asserting them to as much as $10.00 or more per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from sale of the original warrants, plus interest from the date of Triplecrown’s IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled on conversion or liquidation). See “The Merger Proposal — Rescission Rights.”
Q. What happens if the merger is not consummated or the merger agreement is terminated?		A. If the merger is not consummated by the date on which Triplecrown must liquidate, either party may terminate the merger agreement. If Triplecrown is unable to complete the merger or another business combination by October 22, 2009, its amended and restated certificate of incorporation provides that it must liquidate. In any liquidation of Triplecrown, the funds deposited in the trust account, plus any interest earned thereon, less claims requiring payment from the trust account by creditors who have not waived their rights against the trust account, if any, will be distributed pro rata to the holders of Triplecrown’s Public Shares. Holders of Triplecrown common stock issued prior to the IPO, including all of Triplecrown’s officers and directors, have waived any right to any liquidation distribution with respect to those shares. Eric J. Watson, Triplecrown’s chairman and treasurer, and Jonathan J. Ledecky, Triplecrown’s president and secretary, have agreed to be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of prospective target businesses and vendors or other entities that are owed money by Triplecrown for services rendered or products sold to it, but only to the extent such entities have not signed a waiver. Triplecrown cannot assure you that Messrs. Watson and Ledecky will be able to satisfy those obligations. See the section entitled “Other Information Related to Triplecrown — Liquidation If No Business Combination” for additional information.
Q. When do you expect the merger to be completed?		A. It is currently anticipated that the merger will be consummated promptly following the Triplecrown special meetings on  , 2009. For a description of the conditions for the completion of the merger, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger.”
Q. What do I need to do now?		A. Triplecrown urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the merger, warrant amendment and other proposals will affect you as a stockholder or warrantholder of Triplecrown. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of Triplecrown common stock or warrants, you may vote in person at the special meetings or by submitting a proxy for the special meetings. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares or warrants in “street name,” which means your shares or warrants are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted. In this regard, you must provide the record holder of your shares or warrants with instructions on how to vote your shares or warrants or, if you wish to attend the meetings and vote in person, obtain a proxy from your broker, bank or nominee.

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Q. What will happen if I sign and return my proxy card without indicating how I wish to vote?		A. Signed and dated proxies received by Triplecrown without an indication of how the stockholder or warrantholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders or warrantholders, as the case may be.
		Stockholders will not be entitled to exercise their conversion rights if such stockholders return proxy cards to Triplecrown without an indication of how they desire to vote with respect to the merger proposal or, for stockholders holding their shares in “street name,” if such stockholders fail to provide voting instructions to their banks, brokers or other nominees.
Q. If my shares or warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares or warrants for me?		A. No. Your broker, bank or nominee cannot vote your shares or warrants unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. Send a later-dated, signed proxy card to Triplecrown’s secretary at the address set forth below so that it is received by Triplecrown’s secretary prior to the special meetings or attend the special meetings in person and vote. You also may revoke your proxy by either sending a notice of revocation to Triplecrown’s secretary, which must be received by Triplecrown’s secretary prior to the special meetings, or attending the special meetings and revoking your proxy and voting in person.
Q. What should I do with my stock, warrant and unit certificates?		A. Upon consummation of the merger, Triplecrown’s units will automatically separate and no longer be traded as a separate security.
		If you are not electing conversion in connection with your vote on the merger proposal, the merger is approved and consummated, and you hold your securities in Triplecrown in certificate form, as opposed to holding your securities through your broker, you do not need to exchange your existing certificates for certificates issued by CAH. Your current Triplecrown certificates will automatically represent your rights in CAH’s securities. You may, however, exchange your certificates if you choose, by contacting CAH’s transfer agent, Continental Stock Transfer & Trust Company (Reorganization Department), after the consummation of the merger and following their requirements for reissuance.
		Triplecrown stockholders who affirmatively vote against the merger and exercise their conversion rights must deliver their shares to Triplecrown’s transfer agent (either physically or electronically) as instructed by Triplecrown or Triplecrown’s transfer agent prior to the vote at the meeting.
Q. What should I do if I receive more than one set of voting materials?		A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares or warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or warrants. If you are a holder of record and your shares or warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Triplecrown shares or warrants.

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Q. Who can help answer my questions?		A. If you have questions about the merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
		Mr. Jonathan J. Ledecky Secretary Triplecrown Acquisition Corp. c/o Paul Vassilakos 590 Madison Avenue, 21st Floor New York, New York 10022 Tel: (212) 521-5396 Fax: (212) 521-4389    or    Morrow & Co., LLC 470 West Avenue Stamford, Connecticut Tel: (800) 607-0088
		You may also obtain additional information about Triplecrown from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.”
		If you intend to affirmatively vote against the merger and seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to Triplecrown’s transfer agent prior to the vote at the meeting.
		If you have questions regarding the certification of your position or delivery of your stock, please contact:
		Mr. Mark Zimkind Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Tel: (212) 845-3287 Fax: (212) 616-7616

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Triplecrown and CAH are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the merger.

CAH’s balance sheet data, statement of financial condition and cash flows data for the period from August 27, 2009 (inception) to August 31, 2009 are derived from CAH’s audited financial statements, which are included elsewhere in this proxy statement/prospectus.

Cullen Agritech’s balance sheet data, statement of financial condition and cash flows data for the period from June 3, 2009 (inception) to August 18, 2009 are derived from Cullen Agritech’s audited financial statements, which are included elsewhere in this proxy statement/prospectus.

Triplecrown’s balance sheet data as of December 31, 2008 and December 31, 2007 and statements of income data for the year ended December 31, 2008, and for the period from June 8, 2007 (inception) through December 31, 2007 and 2008 are derived from Triplecrown’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. Triplecrown’s balance sheet data as of June 30, 2009 and statements of income data for the six months ended June 30, 2009 and 2008 are derived from Triplecrown’s unaudited financial statements, which are included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with each of Triplecrown’s, CAH’s and Cullen Agritech’s historical financial statements and related notes and “Other Information Related to Triplecrown — Triplecrown’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cullen Agritech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of CAH or Cullen Agritech.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION — CAH
(AUDITED)

		August 31, 2009
Balance Sheet:
Total assets		$	—
Total liabilities			1,000
Stockholder’s equity			1,000

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION — CULLEN AGRICULTURAL TECHNOLOGIES INC.
(AUDITED)

		August 18, 2009
Balance Sheet:
Total assets		$	22,567
Total liabilities			44,730
Stockholder’s equity			(22,163	)

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SELECTED HISTORICAL FINANCIAL INFORMATION — TRIPLECROWN

		For the Six Months Ended June 30, (Unaudited)								For the Year Ended December 31, 2008 (Audited)				For the Period from June 8, 2007 (Inception) Through December 31, 2007 (Audited)
Income Statement Data:		2009				2008
Revenue			—				—				—				—
Loss from operations			(1,267,364	)			(681,939	)			(1,484,138	)			(180,350	)
Interest and dividend income			172,901				5,506,806				8,443,326				3,573,186
Net (loss) income attributable to common stockholders			(869,886	)			3,255,003				4,074,811				1,824,397
Basic and diluted net (loss) income per share			(0.02	)			0.06				0.08				0.07
Weighted average shares outstanding excluding shares subject to possible conversion – basic and diluted			52,440,001				52,440,001				52,440,001				26,554,952

Balance Sheet Data:		June 30, 2009				December 31, 2008				December 31, 2007
Working capital			3,319,032				4,505,229				1,793,077
Trust account, restricted			539,328,529				538,876,656				536,930,000
Total assets			543,418,160				543,786,567				540,426,916
Total liabilities			770,599				404,682				1,703,839
Value of common stock which may be redeemed for cash			161,798,549				161,662,987				161,078,990
Stockholders’ equity			380,849,012				381,718,898				377,644,087

		For the Six Months Ended June 30,								For the Year Ended December 31, 2008				For the Period from June 8, 2007 (Inception) Through December 31, 2007
Cash Flow Data:		2009				2008
Net cash (used in) provided by operating activities			(1,383,383	)			1,464,793				3,289,954				3,506,866
Net cash (used in) provided by investing activities			766,203				(1,760,678	)			(3,475,261	)			(540,108,633	)
Net cash provided by financing activities			505,574				—				—				536,898,680
Net (decrease) increase in cash			(111,606	)			(295,885	)			(185,307	)			296,913

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(USD Except Earning per Share)

		Pro Forma No Conversion				Pro Forma Maximum Conversion
		USD $				USD $
Consolidated Pro Forma Income Statement Data for Six months ended June 30, 2009:
Net sales		$	—			$	—
Net loss available to common stockholders			(864,486	)			(916,336	)
Basic and diluted net income per share			(0.01	)			(0.02	)
Shares Outstanding			74,076,148				57,516,149
Weighted average number of shares			74,076,148				57,516,149
Consolidated Pro Forma Income Statement Data for Year ended December 31, 2008:
Net sales		$	—			$	—
Net loss available to common stockholders			4,152,718				1,611,167
Basic and diluted net income per share			(0.06	)			0.03
Shares Outstanding			74,076,148				57,516,149
Weighted average number of shares			74,076,148				57,516,149
Consolidated Pro Forma Balance Sheet Data at June 30, 2009:
Total assets		$	518,615,154			$	356,952,167
Total liabilities			309,755				309,755
Long-term debt			—				—
Total stockholders' equity			518,305,399				356,642,412

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The risks and uncertainties described below are not the only risks and uncertainties which CAH or Cullen Agritech will face in the future. Additional risks and uncertainties not presently known or that are currently considered to be immaterial may materially and adversely affect the business operations or stock price of CAH or Cullen Agritech following the transactions described in this proxy statement/prospectus. If any of the following risks or uncertainties occurs, CAH’s or Cullen Agritech’s business, financial condition or operating results could materially suffer. In that event, the trading price of your securities could decline and you may lose all or part of your investment.

Risks Related to Cullen Agritech’s Business and Operations Following the Merger

The value of your investment in CAH following consummation of the merger will be subject to the significant risks affecting CAH and its business, including that of Cullen Agritech. If any of the events described below occur, CAH’s post-acquisition business, financial condition, liquidity and/or results of operations could be adversely affected in a material way. This could cause the price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Risks Related to Cullen Agritech’s Business

Cullen Agritech has no operating history and may not be able to successfully operate its business or generate sufficient revenue to make or sustain distributions to its stockholders.

Cullen Agritech was incorporated in June 2009, is a development stage company and has no operating history. Cullen Agritech has no significant assets and will commence operations only upon consummation of the transactions described in this proxy statement/prospectus. Cullen Agritech cannot assure you that it will be able to operate its business successfully or implement its policies and strategies as described in this proxy statement/prospectus. Additionally, the past performance of key personell of Cullen Agritech or its subsidiaries should not be viewed as an indication of the future performance of CAH and Cullen Agritech.

Cullen Agritech’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Cullen Agritech’s ability to continue as a “going concern.”

Cullen Agritech had a net loss of $22,362 for the period from June 3, 2009 (inception) through August 18, 2009, and has no cash as of August 18, 2009. To date, Cullen Agritech’s operations have been funded by Cullen Holdings. Although Cullen Holdings plans to continue to fund the operations as deemed necessary, these factors, among others, raise substantial doubt about Cullen Agritech’s ability to continue as a going concern. Cullen Agritech’s ability to continue as a going concern is dependent on its ability to finance operations through debt and equity financing. Cullen Agritech may have difficulty in obtaining financing on favorable terms, if at all. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

The recent disruptions in the overall economy and the financial markets may adversely impact Cullen Agritech’s business and results of operations.

The dairy industry is sensitive to changes in general economic conditions, both nationally and locally. Recent disruptions in global financial markets and banking systems have made it more difficult for companies to access credit and capital markets. The economic crisis may adversely affect Cullen Agritech in a variety of ways. Access to lines of credit or the capital markets may be severely restricted, which may preclude Cullen Agritech from raising funds required for operations and to fund continued expansion. It may be more difficult for Cullen Agritech to complete strategic transactions with third parties. Continuing volatility in the credit and capital markets could potentially impair Cullen Agritech’s customers’ ability to access these markets and increase associated costs, and Cullen Agritech may be materially affected by these financial market disruptions as economic events and circumstances continue to evolve. The financial and credit market turmoil could also negatively impact Cullen Agritech’s potential suppliers and customers, which could decrease Cullen Agritech’s ability to source, produce and distribute Culen Agritech’s products and could decrease demand for its products.

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While it is not possible to predict with certainty the duration or severity of the current disruption in financial and credit markets, if economic conditions continue to worsen, it is possible these factors could significantly impact Cullen Agritech’s financial condition and ability to implement its strategic growth plan.

Any negative public perception regarding Cullen Agritech’s products or industry, or any ill effects of product liability claims, could harm Cullen Agritech’s reputation, damage its brand, result in costly and damaging recalls and expose Cullen Agritech to government investigations and sanctions, which would materially and adversely affect its results of operations.

Cullen Agritech will sell products for human consumption, which involves a number of risks. Product contamination, spoilage or other adulteration could result in the inability to sell Cullen Agritech’s products. Cullen Agritech also may be subject to liability if its products or operations violate applicable laws or regulations or in the event its products cause injury, illness or death. A significant product liability or other legal judgment against Cullen Agritech or a widespread product recall may negatively impact Cullen Agritech’s profitability. Even if a product liability or consumer fraud claim is unsuccessful or is not merited, the negative publicity surrounding such assertions regarding Cullen Agritech’s products or processes could materially and adversely affect Cullen Agritech’s reputation, brand image and results of operations. Finally, serious product quality concerns could result in governmental action against Cullen Agritech, which, among other things, could result in the suspension of production or distribution of Cullen Agritech’s products, loss of certain licenses, or other governmental penalties, including possible criminal liability.

If Cullen Agritech is unable to purchase certain assets material to the implementation of its business in a timely manner or at all, such inability would materially adversely affect Cullen Agritech’s business and results of operations.

Cullen Agritech is a development stage company with no real operating history, assets or revenues. The implementation of Cullen Agritech’s business plan will rely on its ability to purchase land, livestock and other material assets crucial to its business plan. If Cullen Agritech is unable to obtain such assets in a timely manner or at all, such inability will materially adversely affect Cullen Agritech’s ability to implement its strategic plan and negatively affect its operating results.

Cullen Agritech may not realize anticipated benefits from its strategic growth plan.

Cullen Agritech will implement a strategic growth plan, which includes a number of initiatives, that it believes are necessary in order to position Cullen Agritech’s business for future success and growth. Over the next several years, these initiatives will require investments in people, systems, tools and facilities. Cullen Agritech’s success and earnings growth depends in part on Cullen Agritech’s ability to maintain budgeted costs and efficiencies. If Cullen Agritech is unable to successfully implement these initiatives, or fails to implement them as timely as anticipated, Cullen Agritech’s results of operations could be adversely impacted.

Cullen Agritech’s business will be subject to various environmental laws, which may increase Cullen Agritech’s compliance costs.

Cullen Agritech’s business operations will be subject to various environmental and governmental regulations. These laws and regulations cover the discharge of pollutants, wastewater, and hazardous materials into the environment. In addition, various laws and regulations addressing climate change are being considered or implemented at the federal and state levels. New legislation, as well as current federal and other state regulatory initiatives, relating to these environmental matters could require Cullen Agritech to replace equipment, install additional pollution controls, purchase various emission allowances or curtail operations. These costs could adversely affect CAH’s results of operations and financial condition.

Cullen Agritech’s operations will be subject to numerous laws and regulations, exposing it to potential claims and compliance costs that could adversely affect its business.

Cullen Agritech will be subject to Federal, state and local laws and regulations relating to the manufacturing, labeling, packaging, health and safety, sanitation, quality control, fair trade practices, and other aspects of our business. In addition, zoning, construction and operating permits are required from governmental

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agencies which focus on issues such as land use, environmental protection, waste management, and the movement of animals across state lines. These laws and regulations may, in certain instances, affect our ability to develop and market new products and to utilize technological innovations in our business. In addition, changes in these rules might increase the cost of operating Cullen Agritech’s facilities or conducting its business which would adversely affect its finances.

Cullen Agritech’s dairy business will be affected by Federal price support programs and federal and state pooling and pricing programs to support the prices of certain products we sell. Federal and certain state regulations help ensure that the supply of raw milk flows in priority to fluid milk and soft cream producers before producers of hard products such as cheese and butter. If any of these programs was no longer available to us, the prices we pay for milk could increase and reduce our profitability.

Several states also have laws that restrict the ability of corporations to engage in farming activities. These regulations may require us to alter or restrict our operations or cause us to incur additional costs in order to comply with the regulations.

Inability to protect Cullen Agritech’s trademarks and other proprietary rights could damage its competitive position.

Cullen Agritech will acquire certain intellectual property pursuant to the Deed of Assignment upon completion of the Merger. Cullen Agritech will rely on patents, copyrights, trademarks, trade secrets, know-how confidentiality provisions and licensing arrangements to establish and protect our intellectual property. Any infringement or misappropriation of Cullen Agritech’s intellectual property could damage its value and could limit its ability to compete. Cullen Agritech may have to engage in litigation to protect its rights to intellectual property, which could result in significant litigation costs and require a significant amount of management’s time.

Cullen Agritech believes that the know-how associated with Cullen Agritech’s farming systems for the production of raw milk are trade secrets. In addition, Cullen Agritech has amassed a large body of knowledge regarding animal nutrition and pasture-based farming which it believes to be proprietary. Because most of this proprietary information is not patented, it may be more difficult to protect. Cullen Agritech relies on security procedures and confidentiality agreements to protect this proprietary information, however such agreements and security procedures may be insufficient to keep others from acquiring this information. Any such dissemination or misappropriation of this information could deprive Cullen Agritech of the value of its proprietary information and negatively affect its results.

Cullen Agritech’s proprietary farming system could be replicated creating additional competition in the grass-fed dairy industry.

Despite what Cullen Agritech believes as its first mover advantage and substantial amount of research and development that it believes would be required to replicate its farming system, it is possible that other producers could replicate Cullen Agritech’s model with a certain degree of success. This could put Cullen Agritech’s market share and competitive advantages at risk.

The efficiencies of Cullen Agritech’s farming system may not be scaleable.

Although Cullen Agritech believes that additional scale will provide further operating efficiencies to Cullen Agritech’s farming system and has no reason to believe that its system is not scalable, it is currently only proved on a farm which is smaller than those farms it is expecting to roll-out in the future. If its system was not as efficient on a larger scale, this could impair Cullen Agritech’s ability to implement its strategic plan and negatively affects its operating results.

Key assets such as land, livestock and infrastructure could increase in price, reducing the ability to roll-out farms under the current capital requirements.

Despite Cullen Agritech’s forecasts based on what it believes to be conservative capital budgets, an increase in the cost of Cullen Agritech’s key capital items such as land, livestock and infrastructure could reduce Cullen Agritech’s ability to roll-out farms with its planned amount of capital. Although Cullen Agritech

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does not believe this will occur and it will work with its suppliers to minimize Cullen Agritech’s capital costs, key assets may increase substantially in price and additional capital may not be available to Cullen Agritech on acceptable terms when needed.

The price of land could decrease, reducing the underlying asset value of the business.

Cullen Agritech’s current business plan involves buying land assets. If these assets were to be acquired and then the value of these assets decrease, this could reduce the strength of Cullen Agritech’s balance sheet in the future and affect its ability to obtain additional capital and implement its business plan.

Cullen Agritech may establish and maintain relationships with only a small number of co-operatives for the collection and processing of its raw milk.

The dairy processing industry is made up of a number of co-operatives that collect and process all raw milk produced at farms. Cullen Agritech’s business plan anticipates that it will establish and maintain relationships with co-operatives for the collection and processing of its raw milk. It is anticipated that it will not initially, if at all, establish contracts with a large number of different co-operatives, which could expose Cullen Agritech to a customer concentration risk.

Milk and corn price volatility could reduce revenues and negatively affect Cullen Agritech’s results of operations.

Although Cullen Agritech will seek to minimize the risk of milk price volatility by employing a milk price hedging strategy (which would include purchase and sale of milk futures as well as forward contracting of Cullen Agritech’s milk sales), if the price of milk decreased to that which is substantially lower than expected, this could result in a material reduction in Cullen Agritech’s revenues and negatively affect Cullen Agritech’s results of operations.

Although a large proportion of Cullen Agritech’s livestock’s diet will be forage-based, Cullen Agritech’s feeding strategy will utilize a certain proportion of other feedstocks, some of which are corn-based, the price of which fluctuates according to the price of corn. Cullen Agritech intends to employ a breeding strategy and a corn price hedging strategy, which would include purchase and sale of corn futures, to reduce Cullen Agritech’s exposure to fluctuations in corn prices. However, if corn prices were to rise significantly, Cullen Agritech could experience a material reduction in its operating margins.

Raw milk production is influenced by a number of factors that are beyond Cullen Agritech’s control, such factors may have a material adverse effect on Cullen Agritech’s business.

Raw milk production is influenced by a number of factors that are beyond Cullen Agritech’s control, including, not limited to, the following:

Such factors could have a material adverse effect on Cullen Agritech’s business.

The milk business is highly competitive and, therefore, Cullen Agritech faces substantial competition in connection with the sale of its products.

Cullen Agritech faces competition from other milk producers across the U.S. Most of Cullen Agritech’s competitors are well established, have greater financial, marketing, personnel and other resources, have been

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in business for longer periods of time than Cullen Agritech has, and have products that have gained wide customer acceptance in the marketplace. Cullen Agritech may be unable to compete successfully or its competitors may develop products which have superior qualities or gain wider market acceptance than Cullen Agritech’s.

Large-scale disease could harm a significant portion of Cullen Agritech’s livestock, reducing its ability to produce revenue.

Although all of Cullen Agritech’s livestock will be insured against significant herd loss due to disease and all Cullen Agritech’s farms will be run under strict biosecurity regulations to minimize any risk of infection, Cullen Agritech’s ability to produce revenue will be dependent on the continual survival and health of Cullen Agritech’s livestock. If a significant number of Cullen Agritech’s livestock died or were infected with a disease, Cullen Agritech’s ability to produce milk would be reduced.

Cullen Agritech’s results of operations fluctuate by season and are affected by weather conditions.

Although Cullen Agritech’s farm management strategies can be adapted according to varying weather conditions and all of Cullen Agritech’s farms will be purchased in locations in which the prevailing climate is appropriate for Cullen Agritech’s business model, any adverse or major deviations from the typical weather conditions expected in a region could negatively impact Cullen Agritech’s ability to produce revenue under Cullen Agritech’s current strategy. In addition, severe weather conditions and natural disasters, such as floods, droughts, frosts or earthquakes, or adverse growing conditions, diseases and insect-infestation problems may reduce the quantity and quality of its milk production. For example, dairy cows produce less milk when subjected to extreme weather conditions, including hot and cold temperatures. A significant reduction in the quantity or quality of milk produced due to adverse weather conditions, disease, insect problems or other factors could result in increased processing costs and decreased production, with adverse financial consequences to Cullen Agritech.

A change in the water availability may negatively impact the efficiency of the business model.

Although all Cullen Agritech’s land will be acquired in areas where water is readily available, the success of Cullen Agritech’s farming system is dependent on the availability of water to successfully grow forage. If there was a reduction in water availability on a farm subsequent to acquiring and converting that property, due to draught, contamination or otherwise, Cullen Agritech’s ability to produce milk on that farm could be negatively affected.

Grass fed milk might not be valued at a premium in the marketplace.

Although Cullen Agritech currently assumes no premium to be received for its milk and no such premiums are built into the budgets, Cullen Agritech’s management believes its milk will ultimately sell for a premium in the marketplace due to higher milk solid content, quality of the milk and compliance with applicable food safety standards. However, trends in organic milk sales show that a product which was previously valued at a premium could lose a significant portion of its market share due to recessionary economic cycle, higher levels of unemployment, higher consumer debt levels, or other unfavorable economic factors. Cullen Agritech cannot provide any assurances that a premium will be received.

Risks Related to Triplecrown and the Merger and the Securities of CAH Following the Merger

If Triplecrown is unable to effect a business combination and is forced to liquidate, its warrants will expire worthless.

If Triplecrown does not complete the merger or another business combination by October 22, 2009, its amended and restated certificate of incorporation provides that its corporate existence will automatically terminate and it will distribute to all holders of Public Shares, in proportion to the number of Public Shares held by them, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, plus any remaining net assets. In such event, there will be no distribution with respect to Triplecrown’s outstanding warrants. Accordingly, the warrants will expire worthless.

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If Triplecrown is forced to liquidate, Triplecrown’s stockholders may be held liable for claims by third parties against Triplecrown to the extent of distributions received by them.

Triplecrown’s amended and restated certificate of incorporation provides that Triplecrown will continue in existence only until October 22, 2009. If Triplecrown has not completed a business combination by such date and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law (“DGCL”), its corporate existence will cease except for the purposes of winding up its affairs and liquidating. Under Sections 280 through 282 of the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Triplecrown’s intention to make liquidating distributions to its stockholders as soon as reasonably possible after October 22, 2009 and, therefore, it does not intend to comply with those procedures.

Because Triplecrown will not be complying with those procedures, it is required, pursuant to Section 281 of the DGCL, to adopt a plan that will provide for its payment, based on facts known to it at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against it within the subsequent 10 years. Accordingly, Triplecrown would be required to provide for any creditors known to it at that time or those that it believes could be potentially brought against it within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. Triplecrown cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Triplecrown’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Triplecrown’s stockholders may extend well beyond the third anniversary of such date. Accordingly, there can be no assurance that third parties will not seek to recover from Triplecrown’s stockholders amounts owed to them by Triplecrown.

If Triplecrown is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Triplecrown’s stockholders. Furthermore, because Triplecrown intends to distribute the proceeds held in the trust fund to its public stockholders promptly after October 22, 2009 if it has not completed a business combination by such date, this may be viewed or interpreted as giving preference to Triplecrown’s public stockholders over any potential creditors with respect to access to or distributions from Triplecrown’s assets. Furthermore, Triplecrown’s board may be viewed as having breached their fiduciary duties to Triplecrown’s creditors and/or may have acted in bad faith; thereby exposing itself and Triplecrown to claims of punitive damages, by paying public stockholders from the trust fund prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against Triplecrown for these reasons.

You will not be able to exercise your warrants if an effective registration statement is not in place when you desire to do so.

None of the warrants issued by CAH to the public holders of Triplecrown warrants will be exercisable and CAH will not be obligated to issue shares of common stock unless, at the time a holder seeks to exercise such public warrant, a prospectus relating to the common stock issuable upon exercise of the warrant is current. Under the terms of the warrant agreement, CAH will be required to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, there can be no assurance that CAH will be able to do so, and if it does not maintain a current prospectus related to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants. Additionally, CAH will have no obligation to settle the warrants for cash or “net cash settle” any warrant exercise. Accordingly, if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants

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may have no value, the market for the warrants may be limited and the warrants may expire worthless. If the warrants expire worthless, this would mean that a person who paid $10.00 for a unit in Triplecrown’s IPO and who did not sell the warrant included in the unit would have effectively paid $10.00 for one share of CAH common stock.

An investor will only be able to exercise a warrant if the issuance of CAH shares of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

None of the warrants issued by CAH to the holders of Triplecrown warrants will be exercisable and CAH will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants become exercisable (following completion of the merger), CAH expects to become listed on the New York Stock Exchange or NASDAQ, which would provide an exemption from registration in every state. Accordingly, CAH believes holders in every state will be able to exercise their warrants as long as its prospectus relating to the shares of common stock issuable upon exercise of the warrants is current. However, there can be no assurance of this fact. If a warrant holder is unable to exercise his warrants in a particular state, he may be forced to sell his warrant and therefore lose the benefit of purchasing CAH stock. Furthermore, the price he receives for his warrant may not equal the difference between the exercise price and the stock price.

CAH’s warrants may be exercised in the future, which would increase the number of shares eligible for future resale in the public market.

Following consummation of the merger, outstanding warrants to purchase an aggregate of 55,200,000 shares of CAH common stock (issued in exchange for Triplecrown warrants issued in the IPO), warrants to purchase an aggregate of 13,800,000 shares of common stock (issued in exchange for the Founders’ Warrants) and 5,000,000 shares of common stock (issued in exchange for the warrants sold to the Triplecrown Founders simultaneously with the consummation of the IPO (“Sponsors’ Warrants”)) will become exercisable after the consummation of the merger. To the extent such warrants are exercised, additional shares of CAH common stock will be issued, which would dilute the ownership of existing stockholders.

Triplecrown’s stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the merger.

CAH will issue 15,881,148 shares of common stock at the closing of the merger to Cullen Holdings. As a result, holders of Triplecrown common stock will experience immediate dilution as a consequence. The ability of the former Triplecrown stockholders following the merger to influence management of CAH through the election of directors will be reduced as a result of this dilution.

If Triplecrown stockholders fail to vote against the merger proposal and fail to deliver their shares in accordance with the conversion requirements specified in this proxy statement/prospectus, they will not be entitled to convert their shares of common stock of Triplecrown into a pro rata portion of the trust account.

Triplecrown stockholders holding Public Shares who affirmatively vote against the merger proposal may demand that Triplecrown convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. Triplecrown stockholders who seek to exercise this conversion right must affirmatively vote against the merger and deliver their stock (either physically or electronically) to Triplecrown’s transfer agent prior to the vote at the meeting. Any Triplecrown stockholder who fails to vote against the merger proposal and who fails to deliver his or her stock will not be entitled to convert his or her shares into a pro rata portion of the trust account for conversion of his or her shares. See the section entitled “The Merger Proposal — Conversion Rights” for the procedures to be followed if you wish to convert your shares to cash.

Triplecrown’s ability to request indemnification from Cullen Holdings for damages arising out of the merger is limited to those claims where damages exceed $300,000 and is also limited to the shares of CAH’s common stock placed in escrow.

To provide a fund to secure the indemnification obligations of Cullen Holdings to Triplecrown against losses that the surviving entity of the merger may sustain as a result of (i) the inaccuracy or breach of any

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representation or warranty made by Cullen Agritech in the merger agreement or any schedule or certificate delivered by it in connection with the merger agreement and (ii) the non-fulfillment or breach of any covenant or agreement made by Cullen Agritech in the merger agreement, an aggregate of 10% of the initial shares to be issued in the merger (1,588,115 shares of CAH common stock) will be placed in escrow (with an independent escrow agent), which will be canceled to the extent that Triplecrown has damages for which it is entitled to indemnification. The escrow will be the sole remedy for Triplecrown for its rights to indemnification pursuant to the merger agreement. Claims for indemnification may be asserted against the escrow by Triplecrown once its damages exceed a deductible and will be reimbursable to the full extent of the damages in excess of such amount up to a maximum of the escrowed shares. Triplecrown may assert claims for indemnification until the 30^th day after the date CAH has filed with the SEC its Annual Report on Form 10-K for the year ending December 31, 2010. As a consequence of these limitations, Triplecrown may not be able to be entirely compensated for indemnifiable damages that it may sustain.

The New York Stock Exchange or NASDAQ may not list CAH’s securities on its exchange, which could limit investors’ ability to make transactions in CAH’s securities and subject CAH to additional trading restrictions.

CAH will seek listing of its common stock and warrants on the New York Stock Exchange or NASDAQ as soon as practicable in connection with the merger. CAH will be required to meet the initial listing requirements to be listed. CAH may not be able to meet those initial listing requirements. Even if such application is accepted and CAH’s securities are so listed, CAH may be unable to maintain the listing of its securities in the future.

If either the New York Stock Exchange or NASDAQdo not list CAH’s securities for trading on its exchange, CAH could face significant material adverse consequences, including:

CAH’s stock price could fluctuate and could cause you to lose a significant part of your investment.

Following consummation of the merger, the market price of CAH’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

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Future sales of CAH’s common stock may cause the market price of its securities to drop significantly, even if its business is doing well.

In accordance with the lock up agreement to be executed in connection with the consummation of the merger, Cullen Holdings will be able to sell the shares of common stock of CAH it receives in the merger beginning on the first anniversary of the consummation of the merger. In addition, the Triplecrown Founders will be entitled to demand that CAH register the resale of its securities at any time generally commencing nine months after the consummation of the merger. In accordance with SEC regulations, the Triplecrown Founders will not be able to sell any of the CAH securities they receive in exchange for their Triplecrown securities until the first anniversary of the consummation of the merger, subject to certain exceptions. The presence of these additional securities trading in the public market may have an adverse effect on the market price of CAH’s securities. The sale by any of the foregoing, or entities they control or their permitted transferees, could cause the market price of CAH’s securities to decline.

CAH may apply the net proceeds released from the trust account in a manner that does not improve its results of operations or increase the value of your investment.

At the closing of the merger, the funds in Triplecrown’s trust account will be released to pay transaction fees and expenses (including the balance of the purchase price for the land to be used by CAH following consummation of the merger), deferred underwriting discounts and commissions, tax liabilities, if any, and reimbursement of expenses of the Triplecrown Founders and to make purchases of Public Shares, if any. The balance of the funds will be released to CAH to pay Triplecrown stockholders who properly exercise their conversion rights and for working capital and general corporate purposes of CAH and Cullen Agritech. Additionally, if CAH has access to more than $150 million after closing of the merger, CAH may use such funds, depending on market conditions, to repurchase shares of common stock. Other than these uses, CAH does not have specific plans for the funds and will have broad discretion regarding how it uses such funds. These funds could be used in a manner with which you may not agree or applied in ways that do not improve CAH’s results of operations or increase the value of your investment.

Triplecrown’s current directors and executive officers own securities of Triplecrown that will be worthless if the merger is not approved. Such interests may have influenced their decision to approve the business combination with CAH.

Triplecrown’s Founders beneficially own Founders’ Units that they purchased prior to its IPO and 5,000,000 Sponsors’ Warrants they purchased in a private placement that occurred simultaneously with Triplecrown’s IPO. Such persons are not entitled to receive any of the cash proceeds that may be distributed upon Triplecrown’s liquidation with respect to shares they acquired prior to its IPO. Therefore, if the merger is not approved and Triplecrown does not consummate another business combination by October 22, 2009 and is forced to liquidate, such Founders’ Units and Sponsors’ Warrants held by such persons will be worthless. As of , 2009, the record date for the special meeting, Triplecrown’s Founders held $ in units (based on a market price of $) and $ in warrants (based on a market price of $). The Triplecrown Founders have agreed to contribute an aggregate of 11,260,000 of the 13,800,000 the Founders’ Shares to Triplecrown for cancellation. Furthermore, Eric J. Watson is the chief executive officer of Cullen Agritech and  of Cullen Holdings. As a result, he will benefit to the extent of the 15,881,148 shares being received by Cullen Holdings in the merger. See the section entitled “The Merger Proposal —  Interests of Triplecrown’s Directors and Officers and Others in the Merger.”

These financial interests of Triplecrown’s Founders may have influenced their decision to approve Triplecrown’s merger with CAH and to continue to pursue the merger. In considering the recommendations of Triplecrown’s board of directors to vote for the merger proposal and other proposals, you should consider these interests.

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Triplecrown’s chairman and president are liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the merger is not consummated. Such liability may have influenced their decision to approve the merger with CAH.

If Triplecrown liquidates prior to the consummation of a business combination, Eric J. Watson, Triplecrown’s chairman and treasurer, and Jonathan J. Ledecky, Triplecrown’s president and secretary, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Triplecrown for services rendered or contracted for or products sold to Triplecrown, but only if such entities did not execute a waiver. On the other hand, if Triplecrown consummates the merger, CAH will be liable for all such claims. Neither Triplecrown nor Messrs. Watson and Ledecky has any reason to believe that Messrs. Watson and Ledecky will not be able to fulfill their indemnity obligations to Triplecrown if required to do so.

Additionally, if Triplecrown is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Messrs. Watson and Ledecky have agreed to advance Triplecrown the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses. If Triplecrown consummates the merger, Messrs. Watson and Ledecky will no longer be responsible for such expenses. See the section entitled “Other Information Related to Triplecrown — Triplecrown’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information.

These personal obligations may have influenced Messrs. Watson’s and Ledecky’s decision to approve Triplecrown’s merger with CAH and to continue to pursue the merger. In considering the recommendations of Triplecrown’s board of directors to vote for the merger proposal and other proposals, you should consider these interests.

The fairness opinion Triplecrown received assumed that Cullen Agritech had access to the capital it needed to implement its business plan and therefore Cullen Agritech may not be worth as much as such valuation supposes.

In connection with its determination to approve the transactions contemplated by this proxy statement/prospectus, Triplecrown’s board of directors engaged Duff & Phelps to provide it with a “fairness opinion” on which the board relied. The purpose of the fairness opinion was to determine whether the merger consideration to be paid by Triplecrown is fair, from a financial point of view, to Triplecrown. In coming to a valuation range for Cullen Agritech, Duff & Phelps assumed that Cullen Agritech would have access to the capital it needed to implement its business plan. As a result of purchases of Public Shares and holders of Public Shares exercising their conversion rights, Cullen Agritech may not have access to all the capital it needs from the consummation of our transaction. Accordingly, if Cullen Agritech does not have access to capital other than through this transaction, Cullen Agritech may not be worth the value that Duff & Phelps placed on it.

The exercise of Triplecrown’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes to the terms of the merger or waivers of conditions are appropriate and in Triplecrown’s stockholders’ best interest.

In the period leading up to the closing of the merger, events may occur that, pursuant to the merger agreement, would cause Triplecrown to agree to amend the merger agreement, to consent to certain actions taken by CAH or to waive rights that Triplecrown is entitled to under the merger agreement. Such events could arise because of a request by CAH to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on CAH’s business and would entitle Triplecrown to terminate the merger agreement. In any of such circumstances, it would be discretionary on Triplecrown, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for Triplecrown and what he may believe is best for himself in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Triplecrown does not believe

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there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the merger proposal has been obtained. Although certain changes could be made without further stockholder approval, Triplecrown will circulate a new or amended proxy statement/prospectus and resolicit its stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the stockholder vote on the merger proposal.

If the merger is completed, a large portion of the funds in the trust account established by Triplecrown in connection with its IPO for the benefit of the holders of the Public Shares may be used to pay converting stockholders or for the purchase, directly or indirectly, of Public Shares. As a consequence, if the merger is completed, such funds will not be available to CAH for working capital and general corporate purposes and the number of beneficial holders of Triplecrown’s and CAH’s securities may be reduced to a number that may preclude the quotation, trading or listing of CAH’s securities other than on the Over-the-Counter Bulletin Board.

Pursuant to Triplecrown’s amended and restated certificate of incorporation, holders of Public Shares may vote against the merger proposal and demand that Triplecrown convert their shares, calculated as of two business days prior to the anticipated consummation of the merger, into a pro rata share of the trust account where a substantial portion of the net proceeds of the IPO are held. Triplecrown will not consummate the merger if holders of 16,559,999 or more Public Shares exercise these conversion rights. Furthermore, a large portion of the funds in the trust account may be used to acquire Public Shares, either from holders thereof who vote against the merger proposal and elect to convert their shares into cash or from holders thereof who have indicated their intention to do so but first sell their shares to CAH, Triplecrown or their affiliates so that such shares will be voted in favor of the merger proposal. As a consequence of such purchases,

Persons who purchased Public Shares in the IPO may have rights to rescind their purchases and assert a claim for damages therefor against CAH, its directors and officers and the former directors and officers of Triplecrown.

Triplecrown’s amended and restated certificate of incorporation and IPO prospectus require Triplecrown to complete a business combination in which it acquires a target business operating in the financial services industry having a fair market value equal to at least 80% of Triplecrown’s trust account balance (excluding deferred underwriting discounts and commissions) and resulting in the ownership of 50% or more of the voting securities of the target business and prohibit Triplecrown from consummating a business combination with a target business affiliated with any of the Triplecrown Founders. Furthermore, Triplecrown’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares from holders who have indicated their intention to vote against the merger and seek conversion of their shares to cash (as Triplecrown may contemplate doing). Also, Triplecrown’s IPO prospectus stated that specific provisions in Triplecrown’s amended and restated certificate of incorporation may not be amended prior to the consummation of an initial business combination but that Triplecrown had been advised that such provision limiting its ability to amend its amended and restated certificate of incorporation may not be enforceable under Delaware law. Consequently, any person who purchased Public Shares in the IPO and still held such shares upon learning of these facts may seek rescission of the purchase of the units he acquired in the IPO (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or bring an action for damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). Any holder of Public Shares who votes against the merger proposal and converts Public Shares into cash upon consummation of the merger will no longer own any stock in Triplecrown and therefore will not have any claim for rescission.

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FORWARD-LOOKING STATEMENTS

Triplecrown, CAH and Cullen Agritech believe that some of the information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

Triplecrown, CAH and Cullen Agritech believe it is important to communicate their expectations to their stockholders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Triplecrown, CAH or Cullen Agritech in such forward-looking statements, including among other things:

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of Triplecrown, CAH, Cullen Agritech or any person acting on such parties 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 laws and regulations, Triplecrown and CAH undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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Before you grant your proxy or instruct how your vote should be cast or vote on the merger proposal or any of the other proposals, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Triplecrown, CAH and/or Cullen Agritech.

SPECIAL MEETINGS OF TRIPLECROWN STOCKHOLDERS AND WARRANTHOLDERS

General

Triplecrown is furnishing this proxy statement/prospectus to its stockholders and warrantholders as part of the solicitation of proxies by its board of directors for use at the special meetings of Triplecrown stockholders and warrantholders to be held on  , 2009, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Triplecrown stockholders and warrantholders on or about  , 2009 in connection with the vote on the proposals described herein. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meetings.

Date, Time and Place

The special meetings of stockholders and warrantholders will be held on  , 2009, at 10:00 a.m., eastern time, at the offices of Graubard Miller, Triplecrown’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174, or such other date, time and place to which such meetings may be adjourned or postponed.

Purpose of the Triplecrown Special Meetings

At the special meeting of stockholders, Triplecrown will ask holders of its common stock to:

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At the special meeting of warrantholders, Triplecrown will ask holders of its warrants to:

Recommendation of Triplecrown Board of Directors

Triplecrown’s board of directors:

Record Date; Who is Entitled to Vote

Triplecrown has fixed the close of business on  , 2009, as the “record date” for determining Triplecrown stockholders and warrantholders entitled to notice of and to attend and vote at its special meetings. As of the close of business on  , 2009, there were 69,000,000 shares of Triplecrown’s common stock outstanding and entitled to vote and 74,000,000 warrants outstanding and entitled to vote. Each share of Triplecrown’s common stock is entitled to one vote per share at the special meeting of stockholders and each warrant is entitled to one vote per warrant at the special meeting of warrantholders.

Pursuant to agreements with Triplecrown, the 13,800,000 Founders’ Shares held by the Triplecrown Founders will be voted on the merger proposal in accordance with the majority of the votes cast at the special meeting of stockholders on such proposal by the holders of the Public Shares. Accordingly, the vote of such shares will not affect the outcome of the vote on the merger proposal.

The Triplecrown Founders, as well as certain other warrantholders, representing % of Triplecrown’s outstanding warrants, have executed lockup agreements whereby such parties have agreed to vote in favor of the warrant amendment proposals at the special meeting.

The Triplecrown Founders have indicated that they intend to vote their Founders’ Shares, Founders’ Warrants and Sponsors’ Warrants in favor of all of the other proposals being presented at the meeting.

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Quorum

A quorum of stockholders and warrantholders is necessary to hold a valid stockholders meeting and warrantholders meeting, respectively. The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting of stockholders. The presence, in person or by proxy, of a majority Triplecrown’s then outstanding warrants constitutes a quorum at the special meeting of warrantholders.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares or warrants that are returned to Triplecrown but marked by brokers as “not voted” will be treated as shares or warrants present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares or warrants entitled to vote on the matter as to which authority to vote is withheld from the broker. If you do not give the broker voting instructions, under applicable self-regulatory organization rules, your broker may not vote your shares or warrants on “non-routine” proposals, such as the initial charter proposals, the merger proposal, the secondary charter proposals and the warrant amendment proposals. Since a stockholder must affirmatively vote against the merger proposal to have conversion rights, individuals who fail to vote or who abstain from voting may not exercise their conversion rights. See the information set forth in “The Merger Proposal — Conversion Rights.”

Vote of Triplecrown’s Stockholders Required

The approval of the merger proposal will require (i) the affirmative vote of the holders of a majority of Triplecrown common stock outstanding on the record date and (ii) the affirmative vote for the proposal by the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote on the proposal at the meeting. Additionally, the merger will not be consummated if the holders of 30% or more of the Public Shares vote against the merger proposal and properly demand that Triplecrown convert their Public Shares into their pro rata share of the trust account. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. You cannot seek conversion unless you affirmatively vote against the merger proposal.

Each of the initial charter proposals and secondary charter proposals will require the affirmative vote of the holders of a majority of Triplecrown common stock outstanding on the record date. Because these proposals require the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against these proposals.

The approval of the stockholder adjournment proposal will require the affirmative vote of the holders of a majority of Triplecrown’s common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against the proposal. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposal.

The approval of the initial charter proposals, the merger proposal and the warrant amendment proposals is a condition to the consummation of the merger. If any of the initial charter proposals, the merger proposal or warrant amendment proposals is not approved, the other proposals will not be presented to stockholders and/or warrantholders for a vote and the merger will not be consummated.

Vote of Triplecrown’s Warrantholders Required

The approval of the warrant amendment proposals will require the affirmative vote of the holders of a majority of Triplecrown’s warrants outstanding on the record date. Because these proposals require the affirmative vote of a majority of the warrants outstanding for approval, abstentions and warrants not entitled to vote because of a broker non-vote will have the same effect as a vote against these proposals.

The approval of the warrantholder adjournment proposal will require the affirmative vote of the holders of a majority of Triplecrown’s warrants represented and entitled to vote thereon at the meeting. Abstentions

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are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against this proposal. Broker non-votes are not deemed entitled to vote on such proposal and, therefore, they will have no effect on the vote on such proposal.

The approval of the initial charter proposals, the merger proposal and the warrant amendment proposals is a condition to the consummation of the merger. If either the initial charter proposals or the merger proposal is not approved, none of the proposals will be presented to warrantholders for a vote and the merger will not be consummated.

Voting Your Shares or Warrants

Each share of Triplecrown common stock or warrant of Triplecrown that you own in your name entitles you to one vote at the special meetings of stockholders and warrantholders, respectively. Your proxy card shows the number of shares of Triplecrown’s common stock or warrants that you own. If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted.

There are two ways to vote your shares of Triplecrown common stock or warrants at the special meetings:

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares or Warrants

If you have any questions about how to vote or direct a vote in respect of your shares of Triplecrown’s common stock or warrants, you may call Morrow & Co., LLC, Triplecrown’s proxy solicitor, at (800) 607-0088, or Jonathan J. Ledecky, Triplecrown’s secretary, at (212) 521-5396.

Proxy Solicitation Costs

Triplecrown is soliciting proxies on behalf of its board of directors. All solicitation costs will be paid by Triplecrown. This solicitation is being made by mail but also may be made by telephone or in person. Triplecrown and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including email and facsimile.

Triplecrown has hired Morrow & Co., LLC to assist in the proxy solicitation process. It will pay that firm a fee of $ plus disbursements. Such payments will be made from non-trust account funds. If the merger is successfully closed, Triplecrown will pay Morrow & Co., LLC an additional contingent fee of $.

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Triplecrown will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Triplecrown will reimburse them for their reasonable expenses.

Triplecrown, CAH, Cullen Agritech and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies.

Triplecrown Founders

As of , 2009, the record date for the Triplecrown special meetings, the Triplecrown Founders beneficially owned and were entitled to vote 13,800,000 Founders’ Shares and 13,800,000 Founders’ Warrants. In connection with Triplecrown’s IPO, Triplecrown and Citigroup entered into agreements with each of the Triplecrown Founders pursuant to which each Triplecrown Founder agreed to vote his, her or its Founders’ Shares on the merger proposal in accordance with the majority of the votes cast by the holders of Public Shares. The Triplecrown Founders have indicated that they intend to vote their Founders’ Shares, Founders’ Warrants and Sponsors’ Warrants in favor of all of the other proposals being presented at the meetings. The Founders’ Shares have no liquidation rights and will be worthless if no business combination is effected by Triplecrown. In connection with the IPO, the Triplecrown Founders placed their Founders’ Shares and Founders’ Warrants in escrow with Continental Stock Transfer & Trust Company and agreed that they would not sell such securities until the earlier of twelve months after a business combination or Triplecrown’s liquidation, subject to earlier release within such twelve month period if (i) Triplecrown’s common stock has a last sales price equal to or exceeding $13.75 per share for any 20 trading days within any 30-trading day period commencing 90 days after the successful consummation of a business combination or (ii) Triplecrown consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of Triplecrown’s stockholders having the right to exchange their shares for cash, securities or other property. If the merger is consummated, the Triplecrown Founders have agreed to cancel 11,260,000 of the Founders’ Shares.

From the consummation of the IPO to , 2009, no Triplecrown Founder has purchased any shares of Triplecrown common stock or warrants in the open market. If the Triplecrown Founders believe it would be desirable for them or their affiliates to purchase shares or warrants in advance of the special meetings, such determination would be based on factors such as the likelihood of approval or disapproval of the proposals, the number of shares for which conversion may be requested and the financial resources available to such prospective purchasers. Any additional shares or warrants purchased by the Triplecrown Founders will be voted by them in favor of the merger and the other proposals.

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PROPOSALS TO BE CONSIDERED BY THE TRIPLECROWN STOCKHOLDERS

THE INITIAL CHARTER PROPOSALS

Triplecrown is proposing to amend its amended and restated certificate of incorporation to revise the definition of a “business combination” and to remove the prohibition on Triplecrown consummating a business combination with an entity affiliated with any of the Triplecrown Founders. A “business combination” is defined in Triplecrown’s amended and restated certificate of incorporation as follows:

“A “Business Combination” shall mean the initial acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of one or more operating businesses in the financial services industry (“Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Fund (as defined below), excluding deferred underwriting discounts and commissions, and resulting in the ownership by the Corporation of not less than 50% of the voting securities of the Target Business or Businesses.

“Fair market value” for purposes of this Article SEVENTH shall be determined by the Board of Directors of the Corporation based upon financial standards generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, and book value. If the Corporation’s Board of Directors is not able to determine independently that the Target Business or Businesses has a sufficient fair market value to meet the threshold criterion, it will obtain an opinion in that regard from an unaffiliated, independent investment banking firm that is a member of the Financial Industry Regulatory Authority and any successor organization thereto. The Corporation is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business or Businesses if its Board of Directors independently determines that the Target Business or Businesses have sufficient fair market value to meet the threshold criterion.”

Additionally, the prohibition on Triplecrown consummating a business combination with an entity affiliated with any of the Triplecrown Founders contained in Triplecrown’s amended and restated certificate of incorporation is stated as follows:

“Unless and until the Corporation has consummated a Business Combination as permitted under this Article SEVENTH, the Corporation may not consummate any other business combination, whether by merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination or transaction or otherwise. The Corporation will not enter into a Business Combination with any entity which is affiliated with any of its officers, directors, initial stockholders or sponsors or any entity that has received a material financial investment from its initial stockholders or sponsors or any entity affiliated with our officers, directors, initial stockholders or sponsors.”

Because (i) the sole stockholder of CAH is controlled by Eric J. Watson, Triplecrown’s chairman of the board and treasurer, (ii) Triplecrown will ultimately be acquired by CAH and therefore not acquire at least 50% of the voting securities of the target business, (iii) Cullen Agritech is not an operating business in the financial services industry and (iv) the fair market value of Cullen Agritech on the date of the transaction is less than 80% of the balance of the trust account, the proposed transaction does not meet the requirements as set forth above. Accordingly, Triplecrown must amend its amended and restated certificate of incorporation immediately prior to consummation of the merger in order to allow for Triplecrown to complete the proposed merger.

Triplecrown’s amended and restated certificate of incorporation purports to prohibit amendment to certain of its provisions, including the requirement to obtain approval of disinterested directors and a fairness opinion, prior to consummation of an initial business combination. However, Triplecrown believes that the proposed merger is an attractive opportunity in the current market environment and therefore, public stockholders should be given the opportunity to consider the business combination. In considering the initial charter proposals, Triplecrown’s board of directors came to the conclusion that the potential benefits of the proposed merger with CAH to Triplecrown and its stockholders outweighed the possibility of any liability described below as a result of the initial charter proposals being approved. Moreover, Triplecrown is still offering holders of Public Shares the right to affirmatively vote their Public Shares against the merger proposal and demand that such shares be converted into a pro rata portion of the trust account.

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Triplecrown has received an opinion from special Delaware counsel, Richards, Layton & Finger, P.A., concerning the validity of the initial charter proposals. Triplecrown did not request Richards, Layton & Finger to opine on whether the clause currently contained in Article Seventh of its amended and restated certificate of incorporation prohibiting amendment of Article Seventh prior to consummation of a business combination was valid when adopted and does not intend on seeking advice of counsel on that question from any other source. Richards, Layton & Finger concluded in its opinion, based upon the analysis set forth therein and its examination of Delaware law, and subject to the assumptions, qualifications, limitations and exceptions set forth in its opinion, that “the initial charter amendment, if duly adopted by the board of directors of Triplecrown (by vote of the majority of the directors present at a meeting at which a quorum is present or, alternatively, by unanimous written consent) and duly approved by the holders of a majority of the outstanding stock of the Company entitled to vote thereon, all in accordance with Section 242(b) of the DGCL, would be valid and effective when filed with the Secretary of State in accordance with Sections 103 and 242 of the DGCL.” A copy of Richards, Layton & Finger’s opinion is included as Annex I to this proxy statement/prospectus, and stockholders are urged to review it in its entirety.

Because Triplecrown’s amended and restated certificate of incorporation in its current form does not allow for Triplecrown to complete the proposed merger, each person who purchased his or her Public Shares in the IPO and still held such shares upon learning of the facts set forth above may have securities law claims against Triplecrown for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security).

Such claims may entitle stockholders asserting them to as much as $10.00 or more per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from sale of the original warrants purchased with them, plus interest from the date of Triplecrown’s IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled on conversion or liquidation).

In general, a person who purchased shares pursuant to a defective prospectus or other representation must make a claim for rescission within the applicable statute of limitations period, which, for claims made under Section 12 of the Securities Act and some state statutes, is one year from the time the claimant discovered or reasonably should have discovered the facts giving rise to the claim, but not more than three years from the occurrence of the event giving rise to the claim. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. Claims under the anti-fraud provisions of the federal securities laws must generally be brought within two years of discovery, but not more than five years after occurrence. Rescission and damages claims would not necessarily be finally adjudicated by the time the merger with CAH may be completed, and such claims would not be extinguished by consummation of that transaction.

Even if you do not pursue such claims, others, who may include all holders of Public Shares, may. Neither Triplecrown nor CAH can predict whether stockholders will bring such claims, how many might bring them or the extent to which they might be successful.

The approval of each of the initial charter proposals requires the affirmative vote of the holders of a majority of the outstanding shares of Triplecrown common stock on the record date.

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A copy of Triplecrown’s proposed second amended and restated certificate of incorporation is attached as Annex G to this proxy statement/prospectus. If the initial charter proposals are approved, Triplecrown will present the other proposals to stockholders and warrantholders for their approval. If all of such proposals are approved, the following will occur:

“A “Business Combination” shall mean any merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination between the Corporation and one or more entities or assets (“Target Business” or “Target Businesses”).”

If any of the initial charter proposals are not approved, the remaining proposals will not be submitted to stockholders and warrantholders for their approval.

TRIPLECROWN’S BOARD OF DIRECTORS RECOMMENDS THAT TRIPLECROWN’S STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE INITIAL CHARTER PROPOSALS.

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THE MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the merger and the principal terms of the merger agreement by and among Triplecrown, CAH, Triplecrown Merger Sub, Cullen Agritech and Cullen Holdings is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference.

The Parties

Triplecrown

Triplecrown Acquisition Corp. is a specified purpose acquisition company (“SPAC”), formed on June 8, 2007 as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the financial services industry.

On October 25, 2007, Triplecrown closed its IPO of 55,200,000 units, including 7,200,000 units subject to the underwriters’ over-allotment option, with each unit consisting of one share of its common stock and one warrant, each to purchase one share of its common stock at an exercise price of $7.50 per share. The units from the IPO (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $552,000,000. Simultaneously with the consummation of the IPO, Triplecrown consummated the private sale of 5,000,000 Sponsors’ Warrants at $1.00 per warrant to Eric J. Watson and Jonathan J. Ledecky for an aggregate purchase price of $5,000,000. After deducting the underwriting discounts and commissions and the offering expenses, $536,930,000 was deposited into the trust account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

If the merger is consummated, Triplecrown intends to use the funds held in the trust account to pay transaction fees and expenses (including the balance of the purchase price for the land to be used by CAH following consummation of the merger), deferred underwriting discounts and commissions, tax liabilities, if any, and reimbursement of expenses of the Triplecrown Founders and to make purchases of Public Shares, if any. The balance of the funds will be released to CAH to pay Triplecrown stockholders who properly exercise their conversion rights and for working capital and general corporate purposes of CAH and Cullen Agritech. Additionally, if CAH has access to more than $150 million after closing of the merger, CAH may use such funds, depending on market conditions, to repurchase shares of common stock. It is possible that the present holders of 30.0% or more of the Public Shares will affirmatively vote against the merger and seek conversion of their Public Shares into cash in accordance with Triplecrown’s amended and restated certificate of incorporation. If such event were to occur, the merger could not be completed. To preclude such possibility, Triplecrown, the Triplecrown Founders, CAH, Cullen Agritech and their respective affiliates may enter into arrangements to provide for the purchase of the Public Shares from holders thereof who indicate their intention to vote against the merger and seek conversion or who otherwise wish to sell their Public Shares or other arrangements that would induce holders of Public Shares not to vote against the merger proposal. It is likely that such arrangements would involve the purchase by Triplecrown, after the merger, of the Public Shares that are held by the persons or entities who enter into such arrangements using funds from Triplecrown’s trust account. As a consequence, it is likely that the amount of funds available to CAH and Cullen Agritech for working capital and general corporate purposes from the trust account would be diminished. Definitive arrangements have not yet been determined but some possible methods are described in the section titled “The Merger Proposal — Actions That May Be Taken to Secure Approval of Triplecrown’s Stockholders.” Regardless of the specific arrangements that are made to purchase Public Shares, there will be sufficient funds from the trust account funds transferred to Triplecrown to pay the holders of all Public Shares that are properly converted and Triplecrown will use such funds for such purpose.

If the merger is not consummated by the date on which Triplecrown is required to be liquidated, either party may terminate the merger agreement. If Triplecrown is unable to complete the merger or another business combination by October 22, 2009, its amended and restated certificate of incorporation provides that its corporate existence will automatically terminate and it will liquidate and promptly distribute to its public stockholders the amount in its trust account plus any remaining non-trust account funds after payment of its

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liabilities. Accordingly, a holder would have to wait until Triplecrown liquidates in connection with its dissolution to receive liquidation proceeds, which liquidation could take 60 days or more to complete.

Triplecrown’s common stock, units and warrants are currently listed on the NYSE Amex under the symbols TCW, TCW.U and TCW.WS, respectively. Triplecrown’s common stock, units and warrants will cease trading upon consummation of the merger.

The mailing address of Triplecrown’s principal executive office is 970 West Broadway, PMB 402, Jackson, Wyoming 83001. Its telephone number is (307) 633-2831.

CAH

Cullen Agricultural Holding Corp. is a Delaware corporation wholly owned by Triplecrown that was incorporated on August 27, 2009 solely for the purpose of effecting the merger with Triplecrown described herein and becoming the publicly traded company thereafter. CAH owns no material assets and does not operate any business.

CAH’s principal executive office is currently located at 970 West Broadway, PMB 402, Jackson, Wyoming 83001 and its telephone number is (307) 633-2831. Following the merger, CAH’s principal executive office will be located at 22 Barnett Shoals Road, Watkinsville, Georgia 30677 and its telephone number will be .

Triplecrown Merger Sub

CAT Merger Sub, Inc. is a Delaware corporation wholly owned by CAH that was incorporated on August 31, 2009 solely for the purpose of effecting the merger with Cullen Agritech described herein. Triplecrown Merger Sub owns no material assets and does not operate any business.

The mailing address of Triplecrown Merger Sub’s principal executive office is 970 West Broadway, PMB 402, Jackson, Wyoming 83001. Its telephone number is (307) 633-2831.

Cullen Agritech

Cullen Agricultural Technologies Inc. is a Georgia corporation that was organized in June 2009. Cullen Agritech is wholly owned by Cullen Inc Holdings Ltd. Cullen Agritech is a newly formed company committed to the development and commercialization of advanced agricultural technologies. Cullen Agritech will provide advisory services associated with the implementation of efficient farming techniques and promote a methodology that incorporates components of New Zealand’s pasture-based farming system. Cullen Agritech’s principle focus will be to improve agricultural yields through forage and animal sciences.

Cullen Agritech’s principal executive office is currently located at 22 Barnett Shoals Road, Watkinsville, Georgia 30677 and its telephone number is .

Structure of the Merger

The merger agreement provides for (i) Triplecrown to merge with and into CAH with CAH surviving the merger and becoming the new publicly-traded corporation of which the present holders of Triplecrown securities will be security holders and (ii) Triplecrown Merger Sub to merge with and into Cullen Agritech with Cullen Agritech surviving the merger and becoming a wholly-owned subsidiary of CAH.

Upon completion of the transactions contemplated by this proxy statement/prospectus, assuming no holders of the Public Shares elect to convert their shares into a portion of Triplecrown’s trust account, the current holders of common stock of Triplecrown will own 57,740,000 shares of CAH stock (assuming the officers, directors and founders of Triplecrown cancel an aggregate of 11,260,000 shares they will receive upon exchange of their Triplecrown common stock in connection with the merger as described in more detail in this proxy statement/prospectus), representing 78.6% of CAH’s outstanding common stock, and the current holder of common stock of Cullen Agritech will own 15,881,148 shares of CAH common stock, representing 21.4% of CAH’s outstanding common stock. Assuming that holders of approximately 29.99% of the Public Shares elect to convert their shares into a portion of Triplecrown’s trust account, the current holders of common stock of Triplecrown will own 41,180,000 shares of CAH stock (assuming the officers, directors and founders of Triplecrown cancel an aggregate of 11,260,000 shares they will receive upon exchange of their

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Triplecrown common stock in connection with the merger as described in more detail in this proxy statement/prospectus), representing 72.4% of CAH’s outstanding common stock, and the current holder of common stock of Cullen Agritech will own 15,881,148 shares of CAH common stock, representing 27.6% of CAH’s outstanding common stock. Cullen Holdings has agreed that it will not sell any of the shares it receives in the merger until the 12-month anniversary of the consummation of the merger. Assuming CAH purchases shares after the closing so that $150 million is left available to operate CAH’s business, the holders of Triplcrown common stock will own 56.8% and Cullen Holdings will own 43.2% of CAH’s outstanding common stock.

Prior to Triplecrown’s IPO, the Triplecrown Founders acquired 13,800,000 Founders’ Units, representing 13,800,000 Founders’ Shares and 13,800,000 Founders’ Warrants. All of such securities are held in escrow under an escrow agreement with Continental Stock Transfer & Trust Company, pursuant to which such securities will not be released from escrow until one year after the consummation of Triplecrown’s initial business combination (except in certain limited situations). In connection with the merger, the Triplecrown Founders have agreed to have cancelled an aggregate of 11,260,000 shares of common stock of CAH they will receive in exchange for 11,260,000 Founders’ Shares upon consummation of the merger. The remaining 2,540,000 shares, as well as all of the warrants of CAH that the Triplecrown Founders will receive in exchange for their Founders’ Warrants, will continue to be held in escrow pursuant to the original terms of the escrow agreement and will be released one year after the consummation of the merger.

Name; Headquarters; Stock Symbols

After completion of the merger:

•

the parties intend to apply to have CAH’s common stock and warrants listed for trading on the New York Stock Exchange or NASDAQ under the symbols  and .WS, respectively, after consummation of the merger.

Indemnification

To provide a fund to secure the indemnification obligations of Cullen Holdings to Triplecrown against losses that the surviving entity of the merger may sustain as a result of (i) the inaccuracy or breach of any representation or warranty made by Cullen Agritech in the merger agreement or any schedule or certificate delivered by it in connection with the merger agreement and (ii) the non-fulfillment or breach of any covenant or agreement made by Cullen Agritech in the merger agreement, an aggregate of 10% of the initial shares to be issued in the merger (1,588,115 shares of Triplecrown common stock) will be placed in escrow (with an independent escrow agent), which will be canceled to the extent that Triplecrown has damages for which it is entitled to indemnification. The escrow will be the sole remedy for Triplecrown for its rights to indemnification pursuant to the merger agreement. Claims for indemnification may be asserted against the escrow by Triplecrown once its damages exceed a deductible and will be reimbursable to the full extent of the damages in excess of such amount up to a maximum of the escrowed shares. Claims for indemnification may be asserted until the 30^th day after the date CAH has filed with the SEC its Annual Report on Form 10-K for the year ending December 31, 2010. As a consequence of these limitations, Triplecrown may not be able to be entirely compensated for indemnifiable damages that it may sustain.

Employment Agreement

Dr. Richard Watson has entered into an employment agreement with Natural Dairy. The employment agreement is for a 3-year term subject to earlier termination in certain circumstances, and may be extended by mutual agreement of the executive and Cullen Agritech.

Lock-Up

Cullen Holdings has agreed that it will not sell any shares of CAH common stock it receives in the merger until one year after the consummation of the merger. A copy of the lock-up agreement that will be executed by Cullen Holdings is attached to this proxy statement/prospectus as Annex J.

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Background of the Merger

The following is a brief discussion of the background of these negotiations, the merger agreement and related transactions.

Triplecrown was formed on June 8, 2007 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Triplecrown’s amended and restated certificate of incorporation provides that Triplecrown must liquidate unless it has consummated a business combination by October 22, 2009. As of June 30, 2009, $539,328,529 was held in deposit in the trust account.

Promptly following the IPO of Triplecrown, Triplecrown contacted several investment bankers, private equity firms, consulting firms, legal and accounting firms, as well as numerous other business relationships. Through these and further efforts, Triplecrown identified and reviewed information with respect to approximately 250 potential target companies.

The majority of these situations were in the financial services and related sectors. Triplecrown held over 200 preliminary, and in some cases, multiple detailed due diligence meetings with respect to these target companies drawn from commercial banking firms, asset management companies, hedge funds, investment banks, life insurance, life insurance brokerage and life settlement companies, credit card companies and credit card processors, Small Business Investment Companies, Business Development Companies, Real Estate Investment Trusts, debt collection companies, and pension management firms. These target companies were situated both domestically and internationally. Triplecrown delivered and negotiated over two dozen letters of intent to those prospective target companies in which it believed a suitable transaction could be structured. However, none of these letters of intent were ever executed by the targets. The majority of these target companies ultimately rejected these letters of intent due to the perceived inherent shortcomings of Triplecrown’s operating structure, dilution and warrant overhang.

In June 2009, Eric J. Watson indicated to Jonathan J. Ledecky that Cullen Agritech, an entity owned by Cullen Holdings, which Mr. Watson controlled, might be an attractive opportunity for Triplecrown to pursue. The parties then commenced discussions regarding a potential transaction involving Cullen Agritech and Triplecrown. In connection with such potential business combination, Triplecrown paid deposits in the amount of approximately $1.8 million for a certain piece of land that would be utilized in connection with such transaction.

On August 7, 2009, a meeting of the Triplecrown board of directors was held. All directors attended, as did, by invitation, Brian L. Ross and Jeffrey M. Gallant of Graubard Miller. Prior to the meeting, information concerning the proposed transaction with Cullen Agritech was delivered to the directors. Triplecrown’s management discussed its efforts to find a suitable candidate for a business combination, the benefits of selecting Cullen Agritech as well as its risks as set forth below. The board also discussed the necessary deposits to be paid by Triplecrown to secure the piece of land to be used by CAH following consummation of the merger. After considerable discussion, it was agreed that Triplecrown should continue to negotiate the potential transaction with Cullen Agritech and ratified Triplecrown to paying the deposits for the land provided that the agreement calling for such payment would require Cullen Agritech or an affiliate to reimburse Triplerown for the deposits if the parties were not able to execute the merger agreement.

During the week of August 24, 2009 through August 28, 2009, the parties negotiated various terms and conditions of the proposed transaction telephonically and continued their due diligence work. On August 28, 2009, drafts of a merger agreement and proxy statement were circulated by Triplecrown counsel to Cullen Agritech and its counsel.

During that same time period, Triplecrown entered into negotiations with the underwriters in its IPO regarding the reduction of their deferred underwriting commissions payable at the consummation of the merger. Negotiations continue to be ongoing. Additionally, because (i) the sole stockholder of CAH is controlled by Eric J. Watson, Triplecrown’s chairman of the board and treasurer, (ii) Triplecrown will ultimately be acquired by CAH and therefore not acquire at least 50% of the voting securities of the target business, (iii) Cullen Agritech is not an operating business in the financial services industry and (iv) the fair market value of Cullen Agritech on the date of the transaction is less than 80% of the balance of the trust account,

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the proposed transaction does not meet the IPO and amended and restated certificate of incorporation requirements discussed elsewhere in this proxy statement/prospectus. Therefore, Triplecrown also entered into discussions with the underwriters to obtain their consent to any necessary amendments to the agreements entered into in connection with the IPO in order to consummate the transactions described herein. If Triplecrown is unable to obtain such consent but still determines to proceed with the transaction, Triplecrown will be exposing itself to a claim by the underwriters that it proceeded without their consent. Although the parties do not believe such a claim would be viable, because it is unclear what damages the underwriters would be able to claim, we cannot assure you of this fact.

On August 31, 2009, another meeting of the board of directors of Triplecrown was held to consider approval of the transactions. All directors attended, as did David Alan Miller, Brian L. Ross and Jeffrey M. Gallant of Graubard Miller. Also attending were Philip Wisler and Abhijeet Shekdar from Duff & Phelps, financial advisors to Triplecrown. At this meeting, Messrs. Wisler and Shekdar of Duff & Phelps made a presentation regarding the fairness of the consideration to be paid in the transaction. Messrs. Wisler and Shekdar advised the board that it was the opinion of Duff & Phelps that the consideration to be paid in the merger was fair to Triplecrown from a financial point of view. Messrs. Wisler and Shekdar then detailed for the board the analysis performed by Duff & Phelps and made a presentation concerning how Duff & Phelps had arrived at its opinion. Messrs. Wisler and Shekdar discussed at length with Triplecrown’s board the different analyses used to determine whether the merger consideration to be paid was fair from a financial point of view to Triplecrown. For a more detailed description of the Duff & Phelps fairness opinion, see the section entitled “Fairness Opinion” below. After considerable review and discussion, the merger agreement and related documents were approved (with Mr. Watson abstaining from the vote as a result of his relationship with Cullen Agritech), subject to final negotiations and modifications, and the board determined to recommend the approval of the merger agreement.

The merger agreement was signed on September 4, 2009. Prior to the market open on September , 2009, Triplecrown issued a press release and subsequently filed a Current Report on Form 8-K on the same day announcing the execution of the merger agreement and discussing the terms of the merger agreement.

Triplecrown’s Board of Directors’ Reasons for the Approval of the Merger

Triplecrown’s board of directors carefully evaluated the agreements relating to the proposed merger and reviewed industry and financial data in order to determine that the transaction terms were reasonable and that the merger was in the best interests of Triplecrown’s stockholders.

Key Cullen Agritech personnel have extensive experience in improving yields through applying forage based farming techniques

Cullen Agritech will rely on in-house scientific experts, along with an adjunct Advisory Board made up of some of the world’s leading scientists, policy analysts and business leaders in the agricultural arena. Additionally, Cullen Agritech’s Chief Scientific Officer, Dr. Richard H. Watson, has an extensive background in pastoral science and technology, from the lab bench through to commercialization and industry application of technologies.

Cullen Agritech also has quantitative geneticists that have the ability to develop lines of dairy cattle designed to produce milk efficiently on pasture. Cullen Agritech has exclusive access to embryo, semen and genetic screening technologies (SNP-chip) to accelerate genetic improvement and deployment of these lines in the United States dairy industry. Only Cullen Agritech and its customers will have access to these grazing lines.

Proven Model through Research Farms developed by Key Cullen Agritech Personnel to provide key cost advantages

Key personnel now with Cullen Agritech developed Cullen Agritech’s farming system and has been proven on research farms in Girard, Georgia, the first of which was established in late 2007. These farms were established to develop and test Cullen Agritech’s proprietary grazing system that will be rolled-out in the Southeast United States through Natural Dairy. The first research farm began producing milk in March 2008. During 2008, it was used to refine and develop the Cullen Agritech’s farming system, the know-how of which makes up Cullen Agritech’s intellectual property. This research was focused on the development of a forage

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crop system to maximize the production and utilization of grown pasture. Breeding and calving season trials have been conducted to optimize the relationship between feed grown on farm and the feed demand of the herd. During 2009, Cullen Agritech has implemented its refined strategy and has been able to achieve favorable production cost results, proving the efficiency of its system.

Forage based system provides Lower Cost per CWT of Dairy Production:

The cost of producing milk will vary greatly depending on the region, the exact management practices and the quality of farmers. For a significant majority of dairy farmers, the high dependence on the use of corn-based concentrate as a feedstock results in an extremely challenging cost base. The use of forage as a replacement for corn-based concentrate in Cullen Agritech’s model reduces this expense substantially, creating a much more economically-sustainable cost structure. Cullen Agritech’s model is also less labor intensive and has reduced animal health costs due to healthier and less confined conditions.

Natural Dairy is strategically located in a region of significant demand coupled with a substantial shortage in supply

Natural Dairy’s roll-out is focused on the Southeastern United States where there is currently a significant shortage in the supply of fresh liquid milk. In addition, the Eastern Seaboard represents the largest fresh liquid milk market in the world. Natural Dairy is strategically positioned to help fill that supply gap and produce milk for this market, which is currently starved of supply. Management estimates that $2 billion of capital would be needed to be deployed to satisfy the current shortage.

Cullen Agritech’s systems can achieve a high production per cow

Cullen Agritech utilizes forage production systems that optimize seasonal qualitative attributes of the pasture to best match the energy demands of the cow. Under these systems, the cow is provided sufficient nutrients to meet her needs for body maintenance and milk production. Cullen Agritech uses energy balances to ensure that the cows at pasture are fed to achieve the highest possible production targets in the most cost effective manner. This level of feed management sets Cullen Agritech apart from other grazing operations in the USA.

Cullen Agritech’s system results in healthier livestock and invreased longevity

The common United States dairy industry cow is the US Holstein. Cullen Agritech’s model is more suited to smaller framed livestock such as Jersey/Holstein cross-breeds or a Friesian Holstein. These breeds of livestock generally have longer productive lives than a typical US Holstein, which is further lengthened by the healthier conditions associated with Cullen Agritech’s pasture-based farming system. This longevity will result in reduced livestock culling rates resulting in additional revenue from surplus livestock sales. Livestock managed under Cullen Agritech’s system are also likely to have fewer health issues due to increased exercise and exposure to cleaner, less confined living conditions. This maintains a healthier animal and reduces the speed at which infection can spread throughout a herd. This results in increased longevity as well as reduced health-related operating expenses on the farms.

Reduced labor costs

Cullen Agritech will utilize state of the art milking systems which will be custom made to maximize efficiency and minimize labor costs. This technology, combined with a unique and efficient farm design and management strategy will result in reduced labor costs, further reducing the cost of production under Cullen Agritech’s unique system.

Potential to achieve higher pricing in the future

The demand for naturally produced animal products is increasing as the population’s concern with how their food is produced increases. General awareness of the animal ethics and human health benefits of the grazing-based production system have also grown — a USDA survey showed that 48% of United States consumers now recognize Grass-fed as a brand.

Products from animals fed on a pasture dominant diet have been found to contain higher levels of a number of naturally occurring metabolites that have proven human health benefits. The fermentation of the forage diet in grazing animals by rumen bacteria create higher levels of conjugated linoleic acid (CLA), omega-3 and 6 fatty acids and vitamins A&E in the milk. Production of these in confinement cows is reduced by the heavy-starch grain diet, which reduces the formation of these beneficial fermentation products.

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Currently, there is a small but rapidly growing market for grass-fed or pasture-fed beef products. However, the grass-fed milk market is virtually non-existent due to dominance of the confinement model and the lack of producers who have the technical knowledge to produce milk on pasture year round.

Natural Dairy has the ability to produce grass-fed milk year round and its production levels may in the future cause separate processing, with Natural Dairy’s milk as a grass-fed product being processed separate to other milk. Therefore, Natural Dairy milk will be initially sold as standard milk along with milk from confinement production. This means it will not initially receive any premium pricing on the basis of its “grass-fed” Product. Accordingly, Natural Dairy has not included any premium pricing due to the grass-fed nature of its product in its financial projections.

Strategic agreements and relationships allow for efficient large scale rollout of pasture based system

Cullen Agritech entered into a strategic cooperation agreement with New Zealand Agritech Inc (“NZ Agritech”) to promote the interests of NZ Agritech and its members. Cullen Agritech will assist members of NZ Agritech to mitigate barriers of market entry and provide the opportunity to realize the potential growth in various markets. This alliance records an important connection to participants of New Zealand’s agricultural technology industry and enables Cullen Agritech to offer its customers the benefit of advanced technologies.

Adverse Factors Considered by Triplecrown

Triplecrown’s board also evaluated several adverse factors in its consideration of the acquisition of Cullen Agritech. These included:

Lack of operating history

Cullen Agritech was incorporated in June 2009, is a development stage company and has no operating history. Cullen Agritech has no significant assets and will commence operations only upon consummation of the transactions described in this proxy statement/prospectus. Accordingly, it may not be able to operate its business successfully or implement its policies and strategies as described in this proxy statement/prospectus.

Adverse general economic conditions

In its evaluation of Cullen Agritech, Triplecrown’s board of directors considered the current adverse economic conditions and the impact such conditions could have on Cullen Agritech’s business. It was the board’s belief that the trends evidenced in the overall dairy market and Cullen Agritech’s strategy outweighed concerns about general economic conditions.

The board of Triplecrown was cognizant of Triplecrown’s liquidation date of October 22, 2009, but ultimately evaluated the potential business combination with Cullen Agritech strictly on the quantitative and qualitative information regarding Cullen Agritech and its business that was available. Since completion of Triplecrown’s IPO, the board has been regularly kept apprised of potential business combination targets and management’s discussions and evaluation of such targets. As discussed above, Triplecrown engaged in an ongoing and systematic search for potential business combination candidates, deciding on its own accord in various situations to terminate discussions with potential candidates when determined by management that such candidates did not ultimately represent the investment opportunity that Triplecrown wanted to present to its stockholders.

Fairness Opinion

Triplecrown engaged Duff & Phelps, LLC (“Duff & Phelps”) to render an opinion to its board of directors as to the fairness, from a financial point of view, to the Company of the valuation of Cullen Agritech negotiated between Triplecrown and Cullen Holdings. Triplecrown selected Duff & Phelps because Duff & Phelps is a leading independent financial advisory firm, offering a broad range of valuation, investment banking and consulting services, including fairness and solvency opinions, mergers and acquisitions advisory, mergers and acquisitions due diligence services, financial reporting and tax valuation, fixed asset and real estate consulting, ESOP and ERISA advisory services, legal business solutions and dispute consulting. Duff & Phelps is regularly engaged in the valuation of businesses and securities and the preparation of fairness opinions in connection with mergers, acquisitions and other strategic transactions. Furthermore, Duff & Phelps has extensive industry expertise within the dairy sector.

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On August 31, 2009, Duff & Phelps rendered its oral opinion to Triplecrown’s board of directors, which was subsequently confirmed in a written opinion dated August 31, 2009, that, subject to the limitations, exceptions, assumptions and qualifications set forth therein, as of August 31, 2009, the valuation of Cullen Agritech negotiated between the parties in connection with the merger is fair, from a financial point of view, to the Company.

The full text of the written opinion of Duff & Phelps, which sets forth, among other things, assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in rendering the opinion, is attached as Annex K to this proxy statement. Stockholders are urged to read the opinion carefully and in its entirety.

The Duff & Phelps opinion is directed to Triplecrown’s board of directors and addresses only the fairness to Triplecrown, from a financial point of view, of the valuation of Cullen Agritech negotiated between the parties to the merger. The Duff & Phelps opinion is not a recommendation as to how any stockholder should vote or act with respect to any matters relating to the merger (including, without limitation, with respect to the exercise of rights to convert Public Shares into cash). Further, the Duff & Phelps opinion does not in any manner address Triplecrown’s underlying business decision to engage in the merger or the relative merits of the merger as compared to any alternative business transaction or strategy (including, without limitation, a liquidation of Triplecrown after not completing a business combination transaction within the allotted time). The decision as to whether to approve the merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Duff & Phelps opinion is based.

Triplecrown has advised Duff & Phelps that it intends to issue 15,881,148 shares of CAH common stock at an agreed value of $9.76 per share (as to which value Duff & Phelps expressed no opinion) as provided in the merger agreement. Based on the aggregate merger consideration of 15,881,148 shares of CAH common stock and an assumed value of CAH common stock of $9.76 per share, which is Triplecrown’s prevailing trust account cash balance on a per share basis, Duff & Phelps noted that the aggregate merger consideration implied a total value of Cullen Agritech of $155 million.

Triplecrown has also advised Duff & Phelps that, upon consummation of the merger, CAH intends to deploy Cullen Agritech’s intellectual property in concert with CAH’s own capital to make additional investments in land, infrastructure, livestock and working capital in the furtherance of its U.S. based dairy business plan involving the establishment of 40 new dairy farms operating within the Southeast United States (the “U.S. Dairy Business Plan”).

The following is a summary of the material analyses performed by Duff & Phelps in connection with rendering its opinion. Duff & Phelps noted that the basis and methodology for the opinion have been designed specifically for this purpose and may not translate to any other purposes. While this summary describes the analysis and factors that Duff & Phelps deemed material in its presentation and opinion to the Triplecrown board of directors, it does not purport to be a comprehensive description of all analyses and factors considered by Duff & Phelps. The opinion is based on the comprehensive consideration of the various analyses performed. This summary is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by Duff & Phelps in its analyses, and no one single method of analysis should be regarded as critical to the overall conclusion reached by Duff & Phelps. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps, therefore, is based on the application of Duff & Phelps’ own experience and judgment to all analyses and factors considered by Duff & Phelps, taken as a whole.

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In connection with preparing the opinion, Duff & Phelps made such reviews, analyses and inquiries as Duff & Phelps deemed necessary and appropriate under the circumstances, including, but not limited to, the following:

In its review and analysis, and in arriving at its opinion, Duff & Phelps, with Triplecrown’s consent:

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In its analysis and in connection with the preparation of its opinion, Duff & Phelps made numerous assumptions with respect to industry performance, regulatory and environmental (e.g., weather), general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the merger. To the extent that any of the foregoing assumptions or any of the facts on which the Duff & Phelps opinion is based proves to be untrue in any material respect, Duff & Phelps has advised Triplecrown’s board of directors that the Duff & Phelps opinion cannot and should not be relied upon.

Duff & Phelps did not make any independent evaluation, appraisal or physical inspection of Triplecrown’s solvency or of any of its specific assets or liabilities (contingent or otherwise). The Duff & Phelps opinion should not be construed as a valuation opinion, credit rating, solvency opinion, or analysis of Triplecrown’s creditworthiness, as tax advice or as accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

Duff & Phelps has not been requested to, and did not, (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the proposed merger, Cullen Agritech, the assets, businesses or operations of Triplecrown, or any alternatives to the proposed merger, (b) negotiate the terms of the proposed merger, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from Triplecrown’s perspective, that could, under the circumstances, be negotiated among the parties to the merger agreement and the merger, or (c) advise Triplecrown’s board of directors or any other party with respect to alternatives to the proposed merger. In addition, Duff & Phelps is not expressing any opinion as to the market price or value of the Shares or Share equivalents either as part of the proposed merger or after announcement of the merger.

Duff & Phelps prepared its opinion as of August 31, 2009. The opinion was necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of such date, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion coming or brought to the attention of Duff & Phelps after the date of the Duff & Phelps opinion or otherwise to update, revise or reaffirm its opinion. Notwithstanding and without limiting the

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foregoing, in the event that there is any change in any fact or matter affecting the Duff & Phelps opinion after the date of the opinion and prior to the completion of the merger, Duff & Phelps reserves the right to change, modify or withdraw the opinion.

Summary of Financial Analyses by Duff & Phelps

For the purpose of determining whether the valuation of Cullen Agritech negotiated between the parties to the merger agreement was fair, from a financial point of view, to Triplecrown, Duff & Phelps relied on several generally accepted valuation techniques, including a calculation based on discounted cash flow, and valuation multiples determined based on an analysis of selected public companies and M&A transactions. Given Cullen Agritech’s greenfield business model, Duff & Phelps also focused its analysis on determining value indications for the primary asset of Cullen Agritech — its intellectual property.

The following is a summary of the material financial analyses used by Duff & Phelps in connection with providing its opinion to Triplecrown’s board of directors. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Duff & Phelps, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Rather, the analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Duff & Phelps’ opinion.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Duff & Phelps performed its discounted cash flow analysis by adding (1) the present value of projected “free cash flows” for Cullen Agritech for the fiscal years 2009 through 2018 to (2) the present value of the “terminal value” for Cullen Agritech as of 2018. “Free cash flow” is defined as cash that is available to either reinvest or to distribute to securityholders and “terminal value” refers to the value of all future cash flows from an asset at a particular point in time.

The methodology used by Duff & Phelps to determine the present value of the free cash flows of Cullen Agritech is summarized below:

Discounted Cash Flow Analysis Methodology

Adjusted for

Less

Equals

Multiplied by

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Equals

The projected financial information that Duff & Phelps used in its discounted cash flow analysis is based on financial forecasts and estimates provided by Triplecrown’s management as adjusted to reflect inflationary growth in costs, industry estimates of forward milk prices and a sustainable earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin. Note that these projections involve numerous and significant subjective determinations which may or may not prove to be correct or complete. No representation or warranty, express or implied, is made as to the accuracy or completeness of such projections and none of these projections should be relied upon as a representation, warranty or guaranty, whether as to the past, present or future.

The projected revenues, EBITDA and free cash flow figures used by Duff & Phelps in its discounted cash flow analysis for Cullen Agritech are presented below. EBITDA is not a presentation made in accordance with U.S. generally accepted accounting principles. Duff & Phelps used EBITDA because it believes EBITDA is a measure that is generally accepted by the financial community in the valuation of assets.

Cullen Agritech Projected Financial Information ($ in Millions)
		2009				2010				2011				2012				2013				2014				2015				2016				2017				2018
Revenues		$	0			$	46			$	150			$	184			$	189			$	193			$	204			$	215			$	218			$	222
EBITDA			(0	)			9				48				78				83				89				100				113				116				121
Free Cash Flow(1)			0				(281	)			(7	)			57				63				66				69				69				72				74

Duff & Phelps calculated the projected free cash flows for Cullen Agritech for fiscal years 2009 through 2018 based on its projected net operating profit after tax, plus depreciation, less increases in net working capital, less capital expenditures. Duff & Phelps also calculated a terminal value for Cullen Agritech as of 2018 by applying a commonly used method of assigning an exit multiple to the sustainable level of EBITDA achieved by the end of the discrete projection period. The EBITDA multiple used for this purpose was 6.0x. Duff & Phelps believes that the multiple used in the determination of terminal value is supported by various benchmarks and the growth rates exhibited by the publicly traded companies that Duff & Phelps selected for purposes of its analysis.

Finally, Duff &Phelps discounted the projected free cash flows and the terminal value for Cullen Agritech to their respective present value equivalents using cost of capital assumptions ranging from 11.5% to 13.5%.

The foregoing discounted cash flow analysis indicated a range of values for Cullen Agritech of $110 million to $160 million.

Selected Public Company/Selected M&A Transaction Analysis

The selected public company analysis is based upon a comparison of the subject company to publicly held companies whose stocks are actively traded and whose market multiples may be used to provide indications of value for comparable companies. As part of this analysis, Duff & Phelps identified six publicly-traded companies that share many of the same operating characteristics and are affected by many of the same economic forces as Cullen Agritech, and which Duff & Phelps considered to be reasonably comparable to Cullen Agritech in terms of investment risks and attributes, as well as products provided and markets served.

Duff & Phelps also identified six recent merger and acquisition transactions involving target companies operating in the dairy and dairy products industries, and derived implied valuation multiples for the targets in those transactions.

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None of the companies utilized for comparative purposes in this analysis are identical to Cullen Agritech. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected companies and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of Cullen Agritech.

The specific steps applied by Duff & Phelps in its selected public company/selected M&A transaction analysis are summarized below:

Selected Public Company/Selected M&A Transaction Analysis Methodology

Multiplied by

Equals

Multiplied by

Equals

Less

Equals

Relevant market data for the six public companies used in the selected public company portion of the analysis is summarized in the table below:

Company Information

Market Data ($ in Millions, Except per Share Price)

Market Multiples Enterprise Value as a Multiple of:

Company Name

Equity Value

EV

FY 2009 Revs

FY 2010 Revs

FY 2011 Revs

FY LTM EBITDA

FY 2010 EBITDA

FY 2011 EBITDA

Bongrain SA

$

639

$

1,134

0.3x

0.3x

0.2x

6.2x

5.3x

5.0x

Glanbia plc

747

1,207

0.6x

0.6x

0.5x

7.4x

7.3x

6.3x

Saputo, Inc.

5,435

6,056

1.0x

0.9x

N/A

10.9x

8.9x

8.4x

Dairy Crest Group plc

426

878

0.5x

0.5x

0.5x

6.5x

6.1x

5.9x

Warrnambool Cheese And Butter Factory Company Holdings Limited

87

164

0.4x

0.4x

0.4x

9.4x

5.5x

4.7x

China Excluded

Highest

$5,435

$6,056

1.0x

0.9x

0.5x

10.9x

8.9x

8.4x

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Company Information

Market Data ($ in Millions, Except per Share Price)

Market Multiples Enterprise Value as a Multiple of:

Company Name

Equity Value

EV

FY 2009 Revs

FY 2010 Revs

FY 2011 Revs

FY LTM EBITDA

FY 2010 EBITDA

FY 2011 EBITDA

Lowest

$87

$164

0.3x

0.3x

0.2x

6.2x

5.3x

4.7x

Mean

$1,467

$1,888

0.6x

0.6x

0.4x

8.1x

6.6x

6.1x

Median

$639

$1,134

0.5x

0.5x

0.5x

7.4x

6.1x

5.9x

Relevant market data for the six target companies in the M&A transactions used in the selected M&A transactions portion of the analysis is summarized in the table below:

Company Information		Growth Rates																Margin Analysis
Company Name		LTM Revs				2009 Revs				2010 Revs				2011 Revs				LTM EBITDA				2009 EBITDA				2010 EBITDA				2011 EBITDA
Bongrain SA			14.0	%			-3.1	%			2.8	%			1.4	%			5.1	%			5.5	%			6.1	%			3.7	%
Glanbia plc			1.2	%			-6.5	%			3.0	%			4.6	%			7.3	%			7.4	%			7.7	%			8.5	%
Saputo, Inc.			13.2	%			8.2	%			6.1	%			N/A				9.5	%			9.8	%			10.6	%			N/A
Dairy Crest Group plc			11.2	%			0.0	%			0.2	%			-0.4	%			8.2	%			8.6	%			8.8	%			9.1	%
Warrnambool Cheese And Butter Factory Company Holdings Limited			20.6	%			-23.1	%			-5.3	%			8.5	%			3.4	%			2.9	%			7.9	%			8.6	%
China Mengniu Dairy Co. Ltd.(4)			19.2	%			0.5	%			15.3	%			18.6	%			-102.3	%			7.0	%			7.5	%			7.8	%
Highest			20.6%				8.2%				15.3%				18.6%				9.5%				9.8%				10.6%				9.1%
Lowest			1.2%				-23.1%				-5.3%				-0.4%				-102.3%				2.9%				6.1%				3.7%
Mean			13.2%				-4.0%				3.7%				6.5%				-11.5%				6.9%				8.1%				7.5%
Median			13.6%				-1.5%				2.9%				4.6%				6.2%				7.2%				7.8%				8.5	%

Date Announced

Acquiror Name

Target Name

Enterprise Value

LTM Revenue

LTM EBITDA

EBITDA Margin

EV/ Revenue

EV/ EBITDA

6/23/2009

Saputo, Inc.

F&A Dairy of California, Inc.

$

44.50

$

140.00

N/A

N/A

0.3x

N/A

6/15/2009

KKR & Co.

Ma Anshan Modern Farming Co

750.0

N/A

N/A

N/A

N/A

N/A

6/15/2009

Dean Foods Co.

Alpro NV

325.0

260.0

N/A

N/A

1.3x

N/A

10/22/2008

Saputo, Inc.

William Neilson, Ltd.

465.0

600.0

50

8.33

%

0.8x

9.3x

1/29/2008

Saputo Cheese USA, Inc.

Alto Dairy Cooperative

160.0

378.0

19.6

5.19

%

0.4x

8.2x

10/16/2007

Wimm-Bill-Dann Foods OJSC

Georgian Foods Limited

5.0

2.0

N/A

N/A

2.5x

N/A

Duff & Phelps used the selected public company and selected M&A transaction multiples shown in the tables above as data points in determining the appropriate valuation multiples to use in its analysis. Duff & Phelps noted that the selected M&A transaction multiples were in line with the selected public company multiples.

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Duff & Phelps considered several key business and financial factors in the selection of the valuation multiples:

Duff & Phelps noted that Cullen Agritech’s revenue growth is at the high end of the peer group because it is a start-up company unlike most of the companies to which it is being compared. In addition, Duff & Phelps noted that there are no public dairy farms, and none of the selected comparable companies are identical to Cullen Agritech and its greenfield business model. Based on the foregoing, Duff & Phelps concluded that it would be appropriate to use an EBITDA multiple for the analysis in line with the dairy industry benchmarks.

Based on the foregoing. Duff & Phelps relied on the following determinations in deriving indications of value from its selected public company/selected M&A transaction analysis:

The foregoing selected public company/selected M&A transaction analysis indicated a range of values for Cullen Agritech of $90 million to $162 million.

Summary of Analyses

The range of values for Cullen Agritech that Duff & Phelps derived from its discounted cash flow analysis was $110 million to $160 million, and the range ofvalues for Cullen Agritech that Duff & Phelps derived from its selected public company/selected M&A transaction analysis was $90 million to $162 million. Duff & Phelps noted that the valuation of Cullen Agritech of $155 million negotiated by the parties to the merger falls near the top of each of the ranges ofvalue indications resulting from the discounted cash flow analysis and the selected public company/selected M&A transaction analysis.

Duff & Phelps’ opinion and financial analyses were only one of the many factors considered by Triplecrown’s board of directors in its evaluation of the merger and should not be viewed as determinative of the views of its board of directors.

Fees and Expenses

The Duff & Phelps engagement letter with Triplecrown, dated August 17, 2009, provides that, for its services, Duff & Phelps is entitled to receive a fee of $150,000 from Triplecrown, which is due and payable as follows: $85,000 non-refundable retainer upon execution of the engagement letter and $65,000 upon Triplecrown formally requesting Duff & Phelps to issue its opinion. The engagement letter also provides that Duff & Phelps will be paid additional fees at its standard hourly rates for any time incurred should Duff & Phelps be called upon to support its findings subsequent to the delivery or the opinion, or assist in the preparation of or review of relevant sections of required SEC disclosures, proxy materials, or other documents associated with the merger. In addition, Triplecrown has agreed to reimburse Duff & Phelps for its reasonable out-of-pocket expenses and to indemnify Duff & Phelps and certain related persons against liabilities arising out of Duff & Phelps’ service as a financial advisor to the board of directors of Triplecrown.

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Other than the preparation of the opinion in connection with the merger, during the two years preceding the date of its opinion, Duff & Phelps has not had any material relationship with any party to the merger for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated. As of the date of the Duff & Phelps opinion, Cullen Agritech is considering utilizing the services of Duff & Phelps Securities, LLC, an affiliate of Duff & Phelps, LLC in connection with capital raising efforts Cullen Agritech may undertake if the proposed merger does not occur. Duff & Phelps Securities, LLC is qualified to perform such services. Duff & Phelps has advised Triplecrown that the professional fees Duff & Phelps Securities, LLC would receive if it is awarded this additional project, some of which may be contingent upon the amount and type of capital raised, would not be material to the financial and operating results of Duff & Phelps.

Interests of Triplecrown’s Directors and Officers and Others in the Merger

In considering the recommendation of the board of directors of Triplecrown to vote for the proposal to approve the merger proposal, you should be aware that Triplecrown’s directors and officers have agreements or arrangements that provide them with interests in the merger that differ from, or are in addition to, those of Triplecrown stockholders generally. In particular:

•

If the merger is not consummated by October 22, 2009, Triplecrown’s amended and restated certificate of incorporation provides that it will automatically be liquidated. In such event, the 13,800,000 Founders’ Units held by Triplecrown’s directors and officers that were acquired before the IPO for an aggregate purchase price of $25,000 would be worthless because Triplecrown’s directors and officers are not entitled to receive any of the liquidation proceeds with respect to such securities. The Founders’ Warrants included in the Founders’ Units are identical to the public warrants except that they will become exercisable after the merger if and when the last sales price of CAH’s common stock exceeds $13.75 per share for any 20 trading days within any 30-trading day period beginning 90 days after the consummation of the merger and the Founders’ Warrants will be exercisable on a cashless basis and will not be redeemable by CAH, in each case, as long as they are held by the Founders or their permitted transferees. The Founders’ Units had an aggregate market value of $ based upon the unit’s closing bid price of $ on the NYSE Amex on , 2009, the record date for the Triplecrown special meeting. If the merger is consummated, the Triplecrown Founders have agreed that 11,260,000 shares of common stock of CAH they will receive in exchange for 11,260,000 Founders’ Shares upon consummation of the merger will be cancelled.

•

Eric J. Watson and Jonathan J. Ledecky also purchased 5,000,000 Sponsors’ Warrants, for an aggregate purchase price of $5,000,000 (or $1.00 per warrant), pursuant to agreements with Triplecrown and Citigroup that were entered into in connection with Triplecrown’s IPO. These purchases took place on a private placement basis simultaneously with the consummation of Triplecrown’s IPO. All of the proceeds Triplecrown received from these purchases were placed in Triplecrown’s trust account. The Sponsors’ Warrants are identical to the Triplecrown warrants except that (i) the warrants will not be transferable or salable by holders (except in certain limited circumstances such as to relatives and trusts for estate planning purposes, provided the transferee agrees to be bound by the transfer restrictions) until Triplecrown completes a business combination, (ii) they will be exercisable on a cashless basis and (iii) if Triplecrown calls the warrants for redemption, the Sponsors’ Warrants will not be redeemable so long as such warrants are held by Messrs. Watson or Ledecky or their affiliates, including any permitted transferees. All of the Sponsors’ Warrants will become worthless if the merger is not consummated and Triplecrown is liquidated (as will the public warrants). Such Sponsors’ Warrants had an aggregate market value of $, based on the warrants’ closing bid price of $ on the NYSE Amex on , 2009, the record date for the Triplecrown special meeting.

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Upon consummation of the merger, the underwriters in Triplecrown’s IPO will be entitled to receive $19,320,000 of deferred underwriting commissions. Triplecrown is currently in negotiations with its underwriters to reduce the fee payable to them upon consummation of the merger. Additionally, two consultants for Triplecrown will receive an aggregate of 455,000 shares of CAH common stock upon closing of the merger. Such consultants have executed lockup agreements pursuant to which they have agreed that they will not sell any of such shares for a period of two years from the consummation of the transaction. Neither the underwriters nor the consultants will receive any of this consideration if the merger is not consummated.

Recommendation of Triplecrown’s Board of Directors

After careful consideration of the matters described above, Triplecrown’s board of directors determined that the merger proposal is fair to and in the best interests of Triplecrown and its stockholders and that the merger agreement is no more favorable to Cullen Agritech than it would be to an unaffiliated third party. Triplecrown’s board of directors has approved and declared advisable and recommend that you vote or give instructions to vote “FOR” the merger proposal.

The foregoing discussion of the information and factors considered by the Triplecrown board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Triplecrown board of directors.

Conversion Rights

Any of Triplecrown’s stockholders holding Public Shares as of the record date who affirmatively vote their Public Shares against the merger proposal may also demand that such shares be converted into a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the merger. If demand is properly made and the merger is consummated, these shares will be converted into a pro rata portion of funds deposited in the trust account plus interest, calculated as of such date.

Triplecrown stockholders who seek to exercise this conversion right (“converting stockholders”) must affirmatively vote against the merger proposal. Abstentions and broker non-votes do not satisfy this requirement. Additionally, holders demanding conversion must deliver their shares (either physically or electronically

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through the Depository Trust Company) to Triplecrown’s transfer agent up to the vote at the meeting. Accordingly, a holder will have at least fourteen days from the date notice of the meeting is mailed to stockholders to obtain a certificate if they intend to comply with the conversion requirements by physically delivering their shares to Triplecrown’s transfer agent. As the delivery process can be accomplished by the stockholder in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, it is believed that this time period is sufficient for an average investor. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the Depository Trust Company. The transfer agent will typically charge the tendering broker $35 per transaction and it would be up to the broker whether or not to pass this cost on to the converting holder. This fee may discourage stockholders from seeking conversion rights and may make it more beneficial for such stockholders to try to sell their shares in the open market.

If the holders of at least 16,559,999 or more Public Shares (an amount equal to 30.0% or more of the Public Shares) vote against the merger proposal and properly demand conversion of their shares, Triplecrown will not be able to consummate the merger.

The closing bid price of Triplecrown’s common stock on , 2009 (the record date for the Triplecrown special meeting) was $. The cash held in the trust account on  , 2009 was approximately $ ($ per Public Share). Prior to exercising conversion rights, stockholders should verify the market price of Triplecrown’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Triplecrown cannot assure its stockholders that they will be able to sell their shares of Triplecrown common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in Triplecrown’s securities when Triplecrown’s stockholders wish to sell their shares.

If you exercise your conversion rights, then you will be exchanging your shares of Triplecrown common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote against the merger proposal, properly demand conversion, and deliver your stock certificate (either physically or electronically) to Triplecrown’s transfer agent up to the vote at the meeting.

If the merger is not consummated by the date Triplecrown must liquidate, either party may terminate the merger agreement. If Triplecrown is unable to complete the merger or another business combination by October 22, 2009, its amended and restated certificate of incorporation provides that its corporate existence will terminate on that date and, upon its resulting liquidation, the holders of Public Shares will receive an amount equal to the amount of funds in the trust account, inclusive of interest not previously released to Triplecrown, as well as any remaining net assets outside of the trust account, at the time of the liquidation distribution divided by the number of Public Shares. If the transaction is not consummated, a holder would have to wait until Triplecrown liquidates in connection with its dissolution to receive liquidation proceeds, which liquidation could take 60 days or more to complete. The amount a holder of Public Shares would receive at liquidation may be more or less than the amount such a holder would have received had it sought conversion of its shares in connection with the merger because (i) there will be greater earned interest in the trust account at the time of a liquidation distribution since it would occur at a later date than a conversion and (ii) Triplecrown may incur expenses it otherwise would not incur if Triplecrown consummates the merger, including, potentially, claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Eric J. Watson, Triplecrown’s chairman and treasurer, and Jonathan J. Ledecky, Triplecrown’s president and secretary, will be personally liable under certain circumstances (for example, if a vendor successfully makes a claim against funds in the trust account) to ensure that the proceeds in the trust account are not reduced by the claims of prospective target businesses and vendors or other entities that are owed money by Triplecrown for services rendered or products sold to it, but only if such target business, vendor or other entity does not execute a waiver. While Triplecrown has no reason to believe that Messrs. Watson and Ledecky will not be able to satisfy those obligations, there cannot be any assurance to that effect. See the section entitled “Other Information Related to Triplecrown — Liquidation If No Business Combination” for additional information.

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Actions that May Be Taken to Secure Approval of Triplecrown’s Stockholders

Based on recently completed business combinations by other similarly structured blank check companies, it is believed by Triplecrown that the present holders of 30.0% or more of the Public Shares may have the intention to vote against the merger and seek conversion of their Public Shares into cash in accordance with Triplecrown’s amended and restated certificate of incorporation. If such event were to occur, the merger could not be completed. To preclude such possibility, Triplecrown, the Triplecrown Founders, Cullen Agritech and their respective affiliates may negotiate arrangements to provide for the purchase of the Public Shares from holders who indicate their intention to vote against the merger and seek conversion or who otherwise wish to sell their Public Shares. The maximum cash purchase price that will be offered to the holders of Public Shares by Triplecrown, the Triplecrown Founders, Cullen Agritech and their respective affiliates for their shares will be the per-share conversion price at the time of the business combination. Although holders of Public Shares that enter into these types of arrangements with Triplecrown will not receive a higher purchase price than a holder that properly seeks conversion of his shares, entering into such arrangements (and agreeing to vote in favor of the merger) provides the holder with greater certainty that the transaction will be consummated, in which event such holder will receive his conversion proceeds promptly. If the transaction is not consummated, a holder would have to wait until Triplecrown liquidates in connection with its dissolution to receive liquidation proceeds, which liquidation could take 60 days or more to complete.

Triplecrown, the Triplecrown Founders, Cullen Agritech and their respective affiliates may also enter into transactions with potential investors or existing holders of Public Shares in order to induce them to purchase Public Shares and/or vote in favor of the merger proposal with respect to currently owned Public Shares and, in each case, to remain a stockholder of Two Harbors following consummation of the merger. These transactions would not result in any of Triplecrown, the Triplecrown Founders, Cullen Agritech or their respective affiliates purchasing any Public Shares and there would be no limit on the consideration that may be paid pursuant to these arrangements. The consideration paid to the potential investors or existing holders of Public Shares could be cash or other non-cash consideration (such as the transfer of shares or warrants held by the Triplecrown Founders).

It is anticipated that Triplecrown and/or Cullen Agritech would approach a limited number of large holders of Triplecrown that have voted against the merger proposal and demanded conversion of their shares, or that have indicated an intention to do so, and engage in direct negotiations for the purchase of such holders’ positions. All holders approached in this manner would be institutional or sophisticated holders. Arrangements of such nature would only be entered into and effected in accordance with applicable law at a time when Triplecrown, the Triplecrown Founders, Cullen Agritech and/or their respective affiliates are not aware of any material nonpublic information regarding Triplecrown and its securities or pursuant to agreements between the buyer and seller of such shares in a form that would not violate insider trading rules. Definitive arrangements have not yet been determined but might include:

As a result of the purchases that may be effected through such arrangements, it is likely that the number of shares of common stock of Triplecrown in its public float will be reduced and that the number of beneficial

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holders of Triplecrown’s and Triplecrown’s securities also will be reduced. This may make it difficult to obtain the quotation, listing or trading of Triplecrown’s securities on the New York Stock Exchange or any other national securities exchange.

The purpose of such arrangements would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of Triplecrown common stock outstanding vote in favor of the merger proposal, the merger proposal is approved by the necessary vote of the holders of the Public Shares and that holders of fewer than 30.0% of the Public Shares vote against the merger proposal and demand conversion of their Public Shares into cash where it appears that such requirements would otherwise not be met. The maximum cash purchase price that will be offered by Triplecrown, the Triplecrown Founders, Cullen Agritech and their respective affiliates to holders of public shares for their shares will be the per-share conversion price at the time of the business combination. However, if holders refuse to enter into arrangements with Triplecrown to sell their Public Shares, Triplecrown may determine to engage a third party “aggregator” to buy shares prior to the meeting from such holders that have already indicated an intention to sell their shares and/or vote against the merger proposal. In such a case, the aggregator would purchase the shares from the original holder and then subsequently sell such shares to Triplecrown. The maximum purchase price that will be offered by such aggregators to holders of public shares for their shares will be the per-share conversion price at the time of the business combination. Triplecrown would, in addition to paying the purchase price of such shares (which would be the per-share conversion price) to this aggregator, pay it a fee. Such fee would typically be a small percentage of the aggregator’s total purchase price for such shares. Although the parties do not anticipate needing to engage the services of such an aggregator, if one is needed, the parties believe it will be in the best interests of stockholders that are voting in favor of the transaction since the retention of the aggregator can help ensure that the transaction will be completed and the additional fee payable to the aggregator is not significant. All shares purchased pursuant to such arrangements would remain outstanding until the closing of the transaction and would be voted in favor of the merger proposal. Any agreement between the parties will provide for the holder to withdraw or revoke any exercise of its conversion exercise and grant a proxy to Triplecrown’s designees to vote such shares in favor of the merger proposal at the meeting. Accordingly, this will effectively render the 30.0% threshold established in Triplecrowns’ IPO prospectus and amended and restated certificate of incorporation ineffective and make it easier for the parties to complete the transaction because such purchased shares would no longer be counted towards the 30.0% threshold. If, for some reason, the merger is not closed despite such purchases, the purchasers would be entitled to participate in liquidation distributions from Triplecrown’s trust account with respect to such shares.

Triplecrown will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases or transfers made by any of the aforementioned persons, including aggregators, that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases or transfers by any of the aforementioned persons. If members of Triplecrown’s board of directors or officers make purchases or transfer shares pursuant to such arrangements, they will be required to report these purchases or transfers on beneficial ownership reports filed with the SEC.

Purchases pursuant to such arrangements ultimately paid for with funds in Triplecrown’s trust account would diminish the funds available to CAH after the merger for working capital and general corporate purposes. In all events there will be sufficient funds available to Triplecrown from the trust account to pay the holders of all Public Shares that are properly converted.

It is possible that the special meetings could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the meetings, it appears that the requisite vote will not be obtained or that the limitation on conversion will be exceeded, assuming that the stockholder adjournment proposal is approved. Also, under Delaware law, the board of directors may postpone the meetings at any time prior to it being called to order in order to provide time to seek out and negotiate such transactions.

Rescission Rights

Triplecrown’s amended and restated certificate of incorporation and the prospectus issued by Triplecrown in its IPO (i) states that Triplecrown is required to complete a business combination in which it acquired a

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target business in the financial services industry having a fair market value equal to at least 80% of Triplecrown’s trust account balance (excluding deferred underwriting discounts and commissions) and resulting in the ownership by Triplecrown of not less than 50% of the voting securities of the target business and prohibits Triplecrown from completing a business combination with a business affiliated with any of the Triplecrown Founders, (ii) did not disclose that funds in the trust account might be used to purchase Public Shares from holders thereof who have indicated their intention to vote against the merger and convert their shares into cash, and (iii) stated that specific provisions in Triplecrown’s amended and restated certificate of incorporation may not be amended prior to the consummation of an initial business combination but that Triplecrown had been advised that such provision limiting its ability to amend its amended and restated certificate of incorporation may not be enforceable under Delaware law. Accordingly, each person who purchased Public Shares in the IPO and still held such shares upon learning of these facts may have securities law claims against Triplecrown for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security).

Such claims may entitle stockholders asserting them to as much as $10.00 or more per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from sale of the original warrants purchased with them, plus interest from the date of Triplecrown’s IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled on conversion or liquidation).

In general, a person who purchased shares pursuant to a defective prospectus or other representation must make a claim for rescission within the applicable statute of limitations period, which, for claims made under Section 12 of the Securities Act and some state statutes, is one year from the time the claimant discovered or reasonably should have discovered the facts giving rise to the claim, but not more than three years from the occurrence of the event giving rise to the claim. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. Claims under the anti-fraud provisions of the federal securities laws must generally be brought within two years of discovery, but not more than five years after occurrence. Rescission and damages claims would not necessarily be finally adjudicated by the time the merger may be completed, and such claims would not be extinguished by consummation of that transaction.

Even if you do not pursue such claims, others, who may include all holders of Public Shares, may. Neither Triplecrown nor CAH can predict whether Triplecrown stockholders will bring such claims, how many might bring them or the extent to which they might be successful.

Appraisal Rights

In the event CAH’s securities are not listed on a national securities exchange at the time the merger of CAH and Triplecrown is consummated, appraisal rights will be available to all Triplecrown stockholders pursuant to Section 262 of the DGCL. Appraisal rights are not available to holders of Triplecrown warrants. If appraisal rights are available, holders of shares of Triplecrown common stock who do not vote in favor of the merger proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. If the common stock of CAH is listed on a national securities exchange at the time the merger of CAH and Triplecrown is consummated, Triplecrown stockholders will not be entitled to assert appraisal rights under Section 262.

Holders of Public Shares electing to exercise conversion rights will not be entitled to appraisal rights.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement/prospectus as Annex L. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights, if any, under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of the shares of common stock of Triplecrown as to which appraisal rights are asserted. A person having a beneficial interest in shares of common stock of Triplecrown held of record in the name of another person, such as a broker,

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fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights, if available.

In the event that appraisal rights are available, under Section 262, holders of shares of common stock of Triplecrown who do not vote in favor of the merger proposal and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger of CAH and Triplecrown, together with a fair rate of interest, if any, as determined by the court.

Under Section 262, where a merger or consolidation agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. To the extent appraisal rights are available in connection with the merger of CAH and Triplecrown, this proxy statement/prospectus shall constitute the notice, and the full text of Section 262 is attached to this proxy statement as Annex L. In the event appraisal rights are available in connection with the merger of CAH and Triplecrown, any holder of common stock of Triplecrown who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review the following discussion and Annex L carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Triplecrown believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Filing Written Demand

If appraisal rights are available in connection with the merger of CAH and Triplecrown, any holder of common stock of Triplecrown wishing to exercise appraisal rights must deliver to Triplecrown, before the vote on the merger proposal, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote in favor of the adoption of the merger agreement. A holder of shares of Triplecrown common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the merger of CAH and Triplecrown. The stockholder must not vote in favor of the merger proposal. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the merger proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. The demand must reasonably inform Triplecrown of the identity of the holder, as well as the intention of the holder to demand an appraisal of the “fair value” of the shares held by the holder. A stockholder’s failure to make the written demand prior to the taking of the vote on the merger proposal will constitute a waiver of appraisal rights.

If appraisal rights are available in connection with the merger of CAH and Triplecrown, only a holder of record of shares of Triplecrown common stock is entitled to assert appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock of Triplecrown should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the holder’s stock certificates, should specify the holder’s name and mailing address and the number of shares registered in the holder’s name and must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger of CAH and Triplecrown. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. If the shares are held in “street

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name” by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned, the demand will be presumed to cover all shares of common stock of Triplecrown held in the name of the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to Triplecrown Acquisition Corp. at 590 Madison Avenue, 21^st Floor, New York, New York 10022, Attention Paul Vassilakos.

Any holder of common stock of Triplecrown may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to CAH as the surviving entity of the nerger, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Court deems just.

Notice by the Surviving Corporation

If appraisal rights are available in connection with the merger of CAH and Triplecrown, within 10 days after the effective time of the merger, CAH, as the surviving corporation, must notify each holder of common stock of Triplecrown who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the merger proposal, that the merger has become effective.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger of CAH and Triplecrown, but not thereafter, CAH, as the surviving entity of the merger, or any holder of common stock of Triplecrown who has so complied with Section 262 and is entitled to appraisal rights under Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all dissenting holders. CAH, as the surviving entity is under no obligation to and has no present intention to file a petition, and holders should not assume that CAH will file a petition. Accordingly, it is the obligation of the holders of common stock of Triplecrown to initiate all necessary action to perfect their appraisal rights in respect of shares of common stock of Triplecrown within the time prescribed in Section 262.

Within 120 days after the effective time of the merger, any holder of common stock of Triplecrown who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from CAH a statement setting forth the aggregate number of shares not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after a written request therefor has been received by the surviving corporation.

If a petition for an appraisal is timely filed by a holder of shares of common stock of Triplecrown and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding, and if any stockholder fails to comply with the direction, the Court of Chancery may dismiss the proceedings as to such stockholder.

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Determination of Fair Value

After determining the holders of common stock of Triplecrown entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of their shares, exclusive of any element of value arising from the accomplishment or expectation of the merger of CAH and Triplecrown, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Acquisition that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Acquisition if they did not seek appraisal of their shares and that an investment banking opinion as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262. Although Triplecrown believes that the exchange of Triplecrown common stock for CAH common stock is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, this consideration. Neither Triplecrown nor CAH anticipate offering more than the applicable shares of common stock of CAH to any stockholder of Triplecrown exercising appraisal rights, and each of Triplecrown and CAH reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock of Triplecrown is less than the applicable shares of common stock of CAH, and that the methods which are generally considered acceptable in the financial community and otherwise admissible in court should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The Delaware Court of Chancery will also determine the amount of interest, if any, to be paid upon the amounts to be received by persons whose shares of common stock of Triplecrown have been appraised. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. The Court may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of common stock of Triplecrown under Section 262 fails to perfect, or successfully withdraws or loses, such holder’s right to appraisal, the stockholder’s shares of common stock of Triplecrown will be deemed to have been converted at the effective time of the merger into the right to receive common stock of CAH. A stockholder will fail to perfect, or lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the common stock of CAH in accordance with Section 262.

From and after the effective time of the merger of CAH and Triplecrown, no dissenting stockholder shall have any rights of a stockholder of Triplecrown with respect to that holder’s shares for any purpose, except to

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receive payment of fair value and to receive payment of dividends or other distributions on the holder’s shares of common stock of Triplecrown, if any, payable to stockholders of Triplecrown of record as of a time prior to the effective time of the merger; provided, however, that if a dissenting stockholder delivers to the surviving company a written withdrawal of the demand for an appraisal within 60 days after the effective time of the merger, or subsequently with the written approval of the surviving company, then the right of that dissenting stockholder to an appraisal will cease and the dissenting stockholder will be entitled to receive only the merger consideration in accordance with the terms of the merger agreement. Once a petition for appraisal is filed with the Delaware court, however, the appraisal proceeding may not be dismissed as to any stockholder of Triplecrown without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise those rights.

Anticipated Accounting Treatment

As a result of the proposed merger, Triplecrown will own all of the outstanding Cullen Agritech shares. Since, Cullen Agritech’s Chief Executive Officer is the Chairman of the Board of Triplecrown, Cullen Agritech is deemed to be a related party. Consequently, Triplecrown’s accounting for the purchase of Cullen Agritech will include consolidating Cullen Agritech’s assets and liabilities at carrying value with those of Triplecrown. The cost of the purchase will be based on the par value of the Triplecrown common stock issued to the Cullen Agritech stockholder.

Regulatory Matters

The merger and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for Hart-Scott-Rodino Antitrust Improvements Act of 1976 filings, filings with the State of Delaware necessary to effectuate the merger and the registration statement, of which this proxy statement/prospectus forms a part, shall have become effective and no stop order suspending its effectiveness, or proceeding to that effect, shall have been implemented by the SEC.

Required Vote

The approval of the merger proposal will require (i) the affirmative vote of the holders of a majority of Triplecrown common stock outstanding on the record date and (ii) the affirmative vote of the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote at the Triplecrown special meeting. Additionally, the merger will not be consummated if the holders of 30% or more of the Public Shares vote against the merger proposal and properly demand that Triplecrown convert their Public Shares into their pro rata share of the trust account.

THE TRIPLECROWN BOARD OF DIRECTORS RECOMMENDS THAT THE TRIPLECROWN STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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THE MERGER AGREEMENT

For a discussion of the merger structure, merger consideration and indemnification provisions of the merger agreement, see the section entitled “The Merger Proposal.” Such discussion and the following summary of other material provisions of the merger agreement is qualified by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. All stockholders are encouraged to read the merger agreement in its entirety for a more complete description of the terms and conditions of the merger. The merger agreement has been included as an annex to this proxy statement/prospectus to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Triplecrown, Cullen Agritech or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Triplecrown or Cullen Agritech or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by CAH and Triplecrown.

Structure of the Merger

The merger agreement provides for (i) the merger of Triplecrown with and into CAH with CAH surviving the merger and becoming the new publicly-traded corporation of which the present holders of Triplecrown securities will be security holders and (ii) the merger of Triplecrown Merger Sub with and into Cullen Agritech with Cullen Agritech surviving the merger and becoming a wholly-owned subsidiary of CAH.

Closing and Effective Time of the Merger

The closing of the merger will take place promptly following the satisfaction of the conditions described below under the subsection entitled “Conditions to Closing of the Merger, unless Triplecrown and Cullen Agritech agree in writing to another time. The merger is expected to be consummated promptly after the special meetings of Triplecrown’s stockholders and warrantholders described in this proxy statement/prospectus.

Indemnification

To provide a fund to secure the indemnification obligations of Cullen Holdings to Triplecrown against losses that the surviving entity of the merger may sustain as a result of (i) the inaccuracy or breach of any representation or warranty made by Cullen Agritech in the merger agreement or any schedule or certificate delivered by it in connection with the merger agreement and (ii) the non-fulfillment or breach of any covenant or agreement made by Cullen Agritech in the merger agreement, an aggregate of approximately 10% of the initial shares to be issued to Cullen Holdings in the merger (1,588,114 shares of Triplecrown common stock) will be placed in escrow (with an independent escrow agent), which will be canceled to the extent that Triplecrown has damages for which it is entitled to indemnification. The escrow will be the sole remedy for Triplecrown for its rights to indemnification pursuant to the merger agreement. Claims for indemnification may be asserted against the escrow by Triplecrown once its damages exceed a deductible and will be reimbursable to the full extent of the damages in excess of such amount up to a maximum of the escrowed shares. Claims for indemnification may be asserted until the 30^th day after the date CAH has filed with the SEC its Annual Report on Form 10-K for the year ending December 31, 2010. (but in any event no later than April 16, 2011). As a consequence of these limitations, Triplecrown may not be able to be entirely compensated for indemnifiable damages that it may sustain. A copy of this escrow agreement is attached to this proxy statement/prospectus as Annex E.

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Representations and Warranties

The merger agreement contains representations and warranties of each of Triplecrown, CAH, Triplecrown Merger Sub, Cullen Agritech and Cullen Holdings relating, among other things, to:

Covenants

The parties have each agreed to use commercially reasonable efforts to take such actions as are necessary, proper or advisable to consummate the merger. Triplecrown, CAH and Cullen Agritech have each also agreed to continue to operate their respective businesses in the ordinary course or in a commercially reasonable manner prior to the closing and, unless otherwise required or permitted under the merger agreement, not to take the following actions, among others, without the prior written consent of the other party:

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Additionally, Cullen Holdings has agreed not to do any of the foregoing with respect to itself to the extent it prevents the consummation of the transactions contemplated by the merger agreement. No Cullen Capital Raise shall be consummated during the period commencing on the date of effectiveness of the Proxy Statement/Prospectus and ending on the earlier of the date of consummation of the Mergers or the termination of this Agreement.

The merger agreement also contains additional covenants of the parties, including covenants providing for:

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Conditions to Closing of the Merger

General Conditions

Consummation of the merger is conditioned on (i) the holders of (a) a majority of the Public Shares present and entitled to vote at a meeting called for this and other related purposes, approving the merger and (b) a majority of Triplecrown’s outstanding common stock on the record date, at a meeting called for this and other related purposes, approving the merger proposal, (ii) the holders of fewer than 30.0% of the Public Shares voting against the merger and properly demanding that their Public Shares be converted into a pro-rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger, (iii) the holders of a majority of Triplecrown’s common stock outstanding on the record date approving the initial charter proposals and the subsequent filing of Triplecrown’s second amended and restated certificate of incorporation and (iv) the holders of a majority of Triplecrown’s warrants outstanding on the record date approving the warrant amendment proposals.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon, among other things:

Cullen Agritech’s and Cullen Holdings’ Conditions to Closing

The obligations of Cullen Agritech and Cullen Holdings to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

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Although a condition to closing is the warrant amendment proposals being approved, such condition may be waived by Cullen Agritech or Cullen Holdings as indicated below under the section titled “Waiver.” Accordingly, in determining how to vote on the transaction, holders should understand that the transaction may be consummated without the warrants being amended if such condition is waived.

Triplecrown’s Conditions to Closing

The obligations of Triplecrown to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things,

Waiver

If permitted under applicable law, either Triplecrown or Cullen Agritech may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement or in any document delivered pursuant to the merger agreement and waive compliance with any agreements or conditions (including but not limited to the condition that the warrant amendment proposals are approved) for the benefit of itself or such party contained in the merger agreement or in any document delivered pursuant to the merger agreement. The condition requiring that the holders of fewer than 30.0% of the Public Shares affirmatively vote against the merger proposal and demand conversion of their shares into cash may not be waived. Triplecrown would file a Current Report on Form 8-K and issue a press release to disclose any waiver of any representation, warranty or condition to the merger agreement. If such waiver is material to investors, a proxy statement/prospectus supplement would also be sent to holders of Public Shares as promptly as practicable. There can be no assurance that all of the conditions will be satisfied or waived.

At any time prior to the closing, either Triplecrown or Cullen Agritech may, in writing, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Triplecrown and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

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Effect of Termination

In the event of proper termination by either Triplecrown or CAH, the merger agreement will become void and have no effect, without any liability or obligation on the part of Triplecrown or CAH, except that:

Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the merger is consummated, except that Triplecrown and CAH have agreed to reimburse Cullen Holdings, Cullen Agritech and their subsidiaries for costs incurred in connection with the transactions in the event such transactions are consummated.

Confidentiality; Access to Information

Triplecrown and Cullen Agritech will afford to the other party and its financial advisors, accountants, counsel and other representatives prior to the completion of the merger reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records and personnel to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel, as each party may reasonably request. Triplecrown and Cullen Agritech will maintain in confidence any non-public information received from the other party, and use such non-public information only for purposes of consummating the transactions contemplated by the merger agreement, subject to customary exceptions.

Amendments

The merger agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties. Triplecrown would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the merger agreement entered into by the parties. If such amendment is material to investors, a proxy statement/prospectus supplement would also be sent to holders of Public Shares as promptly as practicable.

Public Announcements

The parties have agreed that until closing or termination of the merger agreement, the parties will:

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U.S. FEDERAL INCOME TAX CONSIDERATIONS TO TRIPLECROWN STOCKHOLDERS

The following section is a summary of the opinion of Graubard Miller, counsel to Triplecrown, regarding material United States federal income tax consequences of the business combination and the merger to holders of Triplecrown common stock. This discussion addresses only those Triplecrown security holders that hold their securities as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (“the Code”), and does not address all the United States federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

The Graubard Miller opinion is based upon the Code, applicable treasury regulations thereunder, published rulings and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.

Neither Triplecrown nor CAH intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the business combination and the mergers.

It is the opinion of Graubard Miller the business combination and the merger of Triplecrown and CAH will constitute a tax-free transaction pursuant to Section 351 and a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that no gain or loss will be recognized by Triplecrown or by the stockholders of Triplecrown if their conversion rights are not exercised.

The U.S. federal tax basis of the stock of CAH received by the holder of Triplecrown common stock in the merger will be the same as the adjusted tax basis of the Triplecrown common stock surrendered in exchange therefore. The holding period of the stock of CAH received in the merger by a holder of Triplecrown common stock will include the period during which such Triplecrown common stock was held as a capital asset on the date of the merger.

It is also the opinion of Graubard Miller that a stockholder of Triplecrown who exercises conversion rights and effects a termination of the stockholder’s interest in Triplecrown will be required to recognize gain or loss upon the exchange of that stockholder’s shares of common stock of Triplecrown for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Triplecrown common stock. This gain or loss will be a capital gain or loss if such shares were held as a capital asset on the date of the business combination and will be a long-term capital gain or loss if the holding period for the share of Triplecrown common stock is more than one year.

The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions. The tax opinion issued to Triplecrown by Graubard Miller, its counsel, is attached to this proxy statement/prospectus as Annex F. Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus.

This discussion is intended to provide only a summary of the material United States federal income tax consequences of the merger. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the business combination. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or foreign income or other tax consequences to you of the business combination.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(IN DOLLARS)

Cullen Agritech and Triplecrown are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the merger.

The following unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2009, statement of operations for the year ended December 31, 2008 and balance sheet at June 30, 2009 are based on the historical financial statements of Triplecrown and Cullen Agritech after giving effect to the merger.

The unaudited condensed combined pro forma statements of operations for the six months ended June 30, 2009 and the year ended December 31, 2008 give pro forma effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet at June 30, 2009 assumes that the merger was effective on June 30, 2009.

The unaudited condensed combined pro forma statement of operations for the six months ended June 30, 2009 was derived from Triplecrown’s unaudited condensed financial statements for the six months ended June 30, 2009, and the unaudited condensed combined pro forma statement of operations for the year ended December 31, 2008 was derived from Triplecrown’s audited financial statements for the year ended December 31, 2008. The unaudited pro forma condensed combined balance sheet at June 30, 2009 was derived from Triplecrown’s unaudited condensed financial statements and Cullen Agritech’ audited financial statements as of June 30, 2009 and August 18, 2009, respectively.

As a result of the proposed merger, Triplecrown will own all of the outstanding Cullen Agritech shares. Since, Cullen Agritech’s Chief Executive Officer is the Chairman of the Board of Triplecrown, Cullen Agritech is deemed to be a related party. Consequently, Triplecrown’s accounting for the purchase of Cullen Agritech will include consolidating Cullen Agritech’s assets and liabilities at carrying value with those of Triplecrown. The cost of the purchase will be based on the par value of the Triplecrown common stock issued to the Cullen Agritech stockholder.

Consummation of the merger is conditioned on (i) the holders of (a) a majority of the Public Shares present and entitled to vote at a meeting called for this and other related purposes, approving the merger and (b) a majority of Triplecrown’s outstanding common stock on the record date, at a meeting called for this and other related purposes, approving the merger proposal, (ii) the holders of fewer than 30.0% of the Public Shares voting against the merger and properly demanding that their Public Shares be converted into a pro-rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger, (iii) the holders of a majority of Triplecrown’s common stock outstanding on the record date approving the initial charter proposals and the subsequent filing of Triplecrown’s second amended and restated certificate of incorporation and (iv) the holders of a majority of Triplecrown’s warrants outstanding on the record date approving the warrant amendment proposals.

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and are subject to a number of uncertainties and assumptions and do not purport to represent what the companies’ actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period. Please refer to the following information in conjunction with the accompanying notes to these pro forma financial statements and the historical financial statements and the accompanying notes thereto and the sections entitled “Unaudited Pro Forma Condensed Combined Financial Data,” “Triplecrown’s Management’s Discussion and Analysis of Financial Condition and Results of Operations, “and “Cullen Agritech’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” Cullen Agritech Investment Corp and Subsidiaries Unaudited Condensed Combined Pro Forma Statement of Operations For the Year Ended December 31, 2008.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
DECEMBER 31, 2008
(in dollars)

		Triplecrown Acquisition Corp.				Cullen Agricultural Technologies Inc.				Note				Pro Forma Adjustments No Conversion				Pro Forma No Conversion				Pro Forma Adjustments Maximum Conversion				Note				Pro Forma Combined –  Maximum Conversion
		USD $				USD $								USD $				USD $				USD $								USD $
		Note 1				Note 2
Net sales		$	—			$	—							$	—			$	—			$	—							$	—
Cost of goods sold			—				—								—				—				—								—
Gross profit			—				—								—				—				—								—
Selling, general and administrative			1,484,138				—				3				100,000				1,584,138												1,584,138
Organizational Costs			—				6,200								—				6,200				—								6,200
Professional Fees							15,013												15,013												15,013
Travel							753												753
Website Costs			—				396								—				396				—								396
Income (loss) from operations			(1,484,138	)			(22,362	)							(100,000	)			(1,606,500	)			—								(1,606,500	)
Interest and other (income) expense
Interest expense			—				—								—				—				—								—
Dividend and Interest income			(8,443,326	)			—				1				383,728				(8,059,598	)			2,541,551				5				(5,518,047	)
			(8,443,326	)			—								383,728				(8,059,598	)			2,541,551								(5,518,047	)
Income (loss) before income taxes			6,959,188				(22,362	)							(483,728	)			6,453,098				(2,541,551	)							3,911,547
Income tax provision (benefit)			2,300,380				—								—				2,300,380				—								2,300,380
Net income (loss)			4,658,808				(22,362	)							(483,728	)			4,152,718				(2,541,551	)							1,611,166
Accretion of trust account, relating to Common Stock subject to possible conversion			583,997				—				2				(583,997	)			—				—								—
Change in fair value of currency option			—				—								—				—				—								—
Net income (loss) available to common stockholders		$	4,074,811			$	(22,362	)						$	100,268			$	4,152,718			$	(2,541,551	)						$	1,611,167
Shares Outstanding			69,000,000												5,076,148				74,076,148				(16,559,999	)							57,516,149
Weighted average number of shares			52,440,001								4				21,636,147				74,076,148				(16,599,999	)			7				57,516,149
Basic and diluted net income per share		$	0.08			$	—											$	0.06											$	0.03

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2008
(in dollars)

Pro Forma Income Statement Adjustments

Assuming no conversions:

Decrease interest income			383,728

Decrease accretion of trust account, relating to common stock			583,997

Increase in selling, general and administrative expense			100,000

Existing Triplecrown Shares			69,000,000
Decrease cash held in trust account			455,000
Increase cash and cash equivalents			(11,260,000	)
Shares Repurchased			(37,339,548	)
Shares issued to CAT stockholders in connection with merger			15,881,148
Total			74,076,148
Increase Weighted average shares outstanding-basic			74,076,148

Assuming maximum conversions

Decrease interest income			2,541,551

Decrease Maximum number of shares to be converted			16,559,999
Total Weighted average shares outstanding, basic and diluted			57,516,149

Common stock equivalents consisting of warrants were not included in the calculation of the diluted per share because it is not certain that these securities would be in the money subsequent to the merger. Potentially dilutive securities of 55,200,000 warrants (included within the units sold in the IPO), 5,000,000 incentive warrants purchased by the founders and 13,800,000 warrants as part of the Founder units have been excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2009

		Triplecrown Acquisition Corp.				Cullen Agricultural Technologies Inc.				Note				Pro Forma Adjustments No Conversion				Pro Forma No Conversion				Pro Forma Adjustments Maximum Conversion				Note				Pro Forma Combined –  Maximum Conversion
		USD $				USD $								USD $				USD $				USD $								USD $
		Note 1				Note 2
Assets
Current Assets
Cash and cash equivalents		$	2,856,870			$	—				3,8,10			$	514,433,993			$	517,290,863			$	(161,662,987	)			11			$	355,627,876
Accounts receivable			—				—								—				—				—								—
Prepaid expenses and other current assets			1,232,761				19,241								—				1,252,002				—								1,252,002
Inventories, net			—				—								—				—				—								—
Other current assets			—				—								—				—				—								—
Total current assets			4,089,631				19,241								514,433,993				518,542,865				(161,662,987	)							356,879,878
Cash held in Trust Account			539,259,567				—				3				(539,259,567	)			—				—								—
Accrued Interest			68,962				—								—				68,962				—								68,962
Intangible assets, net			—				3,327								—				3,327				—								3,327
Total assets		$	543,418,160			$	22,568							$	(24,825,574	)		$	518,615,154			$	(161,662,987	)						$	356,952,167
Liabilities and stockholders' equity
Current liabilities
Cash overdraft		$	505,574			$	—							$	(505,574	)		$	—			$	—							$	—
Accounts payable and Accrued expenses			265,025				44,730								—				309,755				—								309,755
Total current liabilities			770,599				44,730								(505,574	)			309,755				—								309,755
Long-term debt, net of current portion			—				—								—				—				—								—
Total liabilities			770,599				44,730								(505,574	)			309,755				—								309,755
Common stock, subject to possible conversion			161,798,549				—				5,9				(161,798,549	)			—												—
Stockholders' equity
Common stock, no par value,
Common stock			5,244				200				6				308				5,752				—								5,752
Treasury Stock			—				—								—								—
Additional paid-in capital			375,094,887				—				5,6,7,8,9				137,455,879				512,550,766				(161,662,987	)			11				350,887,779
Accumulated other comprehensive income (loss)			—				—								—				—				—								—
Retained earnings			5,748,881				(22,362	)			7				22,362				5,748,882				—								5,748,882
Total stockholders' equity			380,849,012				(22,162	)							137,478,549				518,305,399				(161,662,987	)							356,642,412
Total liabilities and stockholders' equity		$	543,418,160			$	22,568							$	(24,825,574	)		$	518,615,154			$	(161,662,987	)						$	356,952,167

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
June 30, 2009

		Triplecrown Acquisition Corp.				Cullen Agricultural Technologies Inc.				Note				Pro Forma Adjustments No Conversion				Pro Forma No Conversion				Pro Forma Adjustments Maximum Conversion				Note				Pro Forma Combined –  Maximum Conversion
		USD $				USD $								USD $				USD $				USD $								USD $
		Note 1				Note 2
Net sales		$	—			$	—							$	—			$	—			$	—							$	—
Cost of goods sold			—				—								—				—				—								—
Gross profit			—				—								—				—				—								—
Selling, general and administrative			1,267,364				—				14				100,000				1,367,364												1,367,364
Organizational Costs			—				6,200								—				6,200				—								6,200
Professional Fees							15,013												15,013												15,013
Travel							753												753												753
Website Costs			—				396								—				396				—								396
Income (loss) from operations			(1,267,364	)			(22,362	)							(100,000	)			(1,389,726	)			—								(1,389,726	)
Interest and other (income) expense
Interest expense			—				—								—				—												—
Other (income) expense			—				—								—				—				—								—
Dividend and Interest income			(172,901	)			—				12				7,800				(165,101	)			51,850				16				(113,251	)
			(172,901	)			—								7,800				(165,101	)			51,850								(113,251	)
Income (loss) before income taxes			(1,094,463	)			(22,362	)							(107,800	)			(1,244,625	)			(51,850	)							(1,276,475	)
Income tax provision (benefit)			(360,139	)			—								—				(360,139	)			—								(360,139	)
Net income (loss)			(734,324	)			(22,362	)							(107,800	)			(864,486	)			(51,850	)							(916,336	)
Accretion of trust account, relating to Common Stock subject to possible conversion			135,562				—				13				(135,562	)			—				—								—
Change in fair value of currency option			—				—								—				—				—								—
Net income (loss) available to common stockholders		$	(869,886	)		$	(22,362	)						$	27,761			$	(864,486	)		$	(51,850	)						$	(916,336	)
Shares Outstanding			69,000,000												5,076,148				74,076,148				(16,559,999	)							57,516,149
Weighted average number of shares			52,440,001								15				21,636,147				74,076,148				(16,559,999	)			17				57,516,149
Basic and diluted net income per share		$	(0.02	)		$	—											$	(0.01	)										$	(0.02	)