8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 23, 2009
GHL ACQUISITION CORP.
(Exact name of registrant as specified in charter)
Delaware	001-33963	22-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
300 Park Avenue, 23rd Floor, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code:  (212) 389-1500
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 23, 2009, GHL Acquisition Corp. (“GHQ”) issued a press release announcing that GHQ’s stockholders approved the acquisition of Iridium Holdings LLC (the “Acquisition”) at the special meeting of stockholders held on September 23, 2009, and all of the additional proposals presented at the meeting. The closing of the Acquisition is expected to occur on or about September 29, 2009. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In addition, on September 23, 2009, GHQ announced that its offering of 16,000,000 newly issued shares of its common stock was priced at $10.00 per share.  A copy of the press release dated September 23, 2009 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release, dated September 23, 2009 on Meeting Results
99.2	Press Release, dated September 23, 2009 on Pricing of Offering

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GHL Acquisition Corp.
Date:	September 24, 2009	By:	/s/ Robert H. Niehaus
			Name:	Robert H. Niehaus
			Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
EX-99.1	Press Release, dated September 23, 2009 on Meeting Results
EX-99.2	Press Release, dated September 23, 2009 on Pricing of Offering

EX-99.1

Exhibit 99.1

Contact:	James Babski	Liz DeCastro
	GHL Acquisition Corp.	Iridium

+1-212-372-4180 +1-301-571-6257

jbabski@greenhill.com Liz.DeCastro@iridium.com

GHL Acquisition Corp. Announces Stockholder Approval of Acquisition of Iridium Holdings LLC

NEW YORK, September 23, 2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.WS and GHQ.U) announced today that its stockholders have voted to approve its acquisition of Iridium Holdings LLC (“Iridium”).  The stockholders of GHL Acquisition also approved all of the other proposals which came before the special meeting of the stockholders held today.  Holders of 9,214,167 shares voted against the acquisition of Iridium and have submitted valid elections to seek redemption of their shares of common stock.  The acquisition of Iridium is expected to close on September 29, 2009, subject to the satisfaction of customary closing conditions.

“We are very pleased with the outcome of the vote, and look forward to welcoming all our new shareholders to the combined company,” said Scott L. Bok, chairman of GHL Acquisition.

About GHL Acquisition Corp.

GHL Acquisition is a special purpose acquisition company launched in February 2008 in an initial public offering raising $400 million of gross proceeds. Founded by Greenhill & Co., GHL Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

About Iridium Holdings LLC

Iridium Holdings is the only provider of mobile satellite communications services offering 100% global coverage. Iridium Holdings’ constellation operates in a low-earth orbit and its satellite network provides communication services to regions of the world where existing wireless or wireline networks do not exist or are impaired, and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters. Iridium Holdings offers voice and data communications services to the U.S. and foreign governments, businesses, non-governmental organizations and consumers via its constellation of 66 in-orbit satellites, seven in-orbit spares and related ground infrastructure. Iridium Holdings' commercial end-user base includes the emergency services, maritime, government, utilities, oil and gas, mining, leisure, forestry, construction and transportation markets. Iridium Holdings’ products and related applications are installed in unmanned aerial vehicles, helicopters, commercial aircrafts, marine

vessels, and ground vehicles. The company is headquartered in Bethesda, MD, and is currently privately held.

Forward-Looking Statements and Other Disclosure

This press release contains, and GHL Acquisition’s management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding the timing of the closing of the transactions with Iridium referred to above, whether the closing conditions will be satisfied, as well as industry, market and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that GHL Acquisition’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if GHL Acquisition’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  GHL Acquisition’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, GHL Acquisition undertakes no obligation to update forward-looking statements.

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EX-99.2

Exhibit 99.2

Contact:	James Babski	Liz DeCastro
	GHL Acquisition Corp.	Iridium

jbabski@greenhill.com Liz.DeCastro@iridium.com

+1-212-372-4180 +1-301-571-6257

GHL Acquisition Corp. Announces Pricing of Common Stock Offering

NEW YORK, September 23, 2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX: GHQ, GHQ.WS and GHQ.U) announced today that its offering of 16,000,000 newly issued shares of its common stock was priced at $10.00 per share.  In addition, GHL Acquisition has granted the underwriters a 40-day option to purchase up to an additional 2,400,000 shares to cover over-allotments, if any.  The offering is expected to close on September 29, 2009, subject to the satisfaction of customary closing conditions and the closing of the acquisition by GHL Acquisition of Iridium Holdings LLC.

Raymond James and Associates, Inc. is acting as bookrunning manager, RBC Capital Markets Corporation is acting as co-lead manager and Stifel, Nicolaus & Company, Incorporated is acting as co-manager for the offering.

GHL Acquisition will use the net proceeds from the offering to fund its previously announced repurchases of shares of its common stock and exchanges of its warrants, as well as for general corporate purposes.

A final prospectus supplement and accompanying prospectus related to the offering have been filed with the Securities and Exchange Commission and are available on the SEC’s website www.sec.gov.  Copies of the final prospectus supplement and accompanying prospectus for this offering can be obtained without charge by directing a request to Raymond James & Associates, Inc. at 880 Carillon Parkway, St. Petersburg, FL 33716 or by telephone at (727) 567-2400. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering of these securities will be made only by means of the prospectus supplement and accompanying prospectus.  A registration statement relating to the securities has been filed with and declared effective by the SEC.

About GHL Acquisition Corp.

GHL Acquisition is a special purpose acquisition company launched in February 2008 in an initial public offering raising $400 million of gross proceeds. Founded by Greenhill & Co., GHL Acquisition was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

About Iridium Holdings LLC

Iridium Holdings is the only provider of mobile satellite communications services offering 100% global coverage. Iridium Holdings’ constellation operates in a low-earth orbit and its satellite network provides communication services to regions of the world where existing wireless or wireline networks do not exist or are impaired, and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters. Iridium Holdings offers voice and data communications services to the U.S. and foreign governments, businesses, non-governmental organizations and consumers via its constellation of 66 in-orbit satellites, seven in-orbit spares and related ground infrastructure. Iridium Holdings' commercial end-user base includes the emergency services, maritime, government, utilities, oil and gas, mining, leisure, forestry, construction and transportation markets. Iridium Holdings’ products and related applications are installed in unmanned aerial vehicles, helicopters, commercial aircrafts, marine vessels, and ground vehicles. The company is headquartered in Bethesda, MD, and is currently privately held.

Forward-Looking Statements and Other Disclosure

This press release contains, and GHL Acquisition’s management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions of or indicate future events, trends or prospects identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of GHL Acquisition to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding timing of the closing of the transactions with Iridium referred to above, whether the closing conditions will be satisfied, as well as industry, market and economic conditions, and competitive, legal, governmental and technological factors. There is no assurance that GHL Acquisition’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if GHL Acquisition’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  GHL Acquisition’s forward-looking statements speak only as of the date of this press release or as of the date they are made, and, except as required by law, GHL Acquisition undertakes no obligation to update forward-looking statements.

This press release is for informational purposes only and does not constitute an offer of any securities for sale.

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