UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant  x		Filed by a Party other than the Registrant  o

Check the appropriate box:

Camden Learning Corporation
(Name of Registrant as Specified in Its Charter)

n/a
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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CAMDEN LEARNING CORPORATION
500 East Pratt Street, Suite 1200
Baltimore, MD 21202

To the Warrantholders and Stockholders of Camden Learning Corporation:

You are cordially invited to attend the Special Meetings of Camden Learning Corporation (the “Company”, “Camden”, “we”, “us” or “our”) warrantholders and stockholders at 10:00 a.m. and 10:30 a.m., Eastern time, respectively, on November 23, 2009, at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, 11th Floor, New York, New York, 10017.

At the Special Meeting of Company warrantholders, Company warrantholders will be asked to consider and vote upon a proposal to amend the terms of the warrant agreement governing the Company’s publicly traded warrants (the “Warrants”) exercisable for shares of Company common stock in order to require the redemption by the Company of all of the outstanding Warrants (the “Warrant Redemption”) upon the consummation of the transaction described herein, at a price of $0.50 per warrant (the “Warrant Redemption Proposal”).

At the Special Meeting of Company stockholders, Company stockholders will be asked to consider and vote on proposals: (i) to approve the merger of Dlorah Subsidiary, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into Dlorah, Inc., a South Dakota corporation which owns and operates National American University (Dlorah, Inc., together with its divisions and subsidiaries, is referred to herein as “Dlorah”), with Dlorah surviving as a wholly-owned subsidiary of the Company, as a result of which the stockholders of Dlorah will contribute all of the outstanding capital stock of Dlorah to the Company in exchange for shares of a newly created class of common stock, common stock purchase warrants and restricted shares of the Company’s currently authorized common stock (the “Transaction”), pursuant to the terms of an Agreement and Plan of Reorganization, dated August 7, 2009, as amended and restated in its entirety as of August 11, 2009, and as further amended by that certain Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization, dated October 26, 2009, by and among the Company, Merger Sub and Dlorah (as amended, the “Merger Agreement”), and the transactions contemplated thereby (the “Merger Proposal”); (ii) to approve an amendment to the Company’s amended and restated certificate of incorporation to change the name of the Company to “National American University Holdings, Inc.” (the “Name Change Proposal”); (iii) to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized capital of the Company from 21,000,000 shares, consisting of 20,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), to 51,100,000 shares, consisting of 50,000,000 shares of Common Stock, 100,000 shares of Class A Common Stock, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, with a portion of such additional shares used as part of the consideration issued to the stockholders of Dlorah in connection with the Transaction (the “Increase in Authorized Proposal”); (iv) to approve an amendment to the Company’s amended and restated certificate of incorporation to create a new class of common stock of the Company to be designated as Class A Common Stock, par value $0.0001 per share (the “Class A Stock Proposal”); (v) to approve, separately, certain amendments to the Company’s amended and restated certificate of incorporation to eliminate certain special purpose acquisition company provisions therein (collectively, the “Elimination Proposals”); and (vi) to adopt the 2009 Stock Option and Compensation Plan (the “Incentive Plan”) pursuant to which the Company will reserve 1,300,000 shares of Common Stock for issuance pursuant to the Incentive Plan (the “Incentive Plan Proposal”).

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If these proposals are approved by Camden’s warrantholders and stockholders, respectively, among other things:

Each of these proposals is more fully described in the accompanying proxy statement.

Approval of the Warrant Redemption Proposal requires the affirmative vote of the holders of a majority in interest of the currently issued and outstanding Warrants as of the Record Date. It is also a condition to the closing of the Transaction.

The approval of the Merger Proposal requires (1) the affirmative vote of the majority of the shares of Common Stock voted at the Special Meeting of Stockholders, assuming a quorum is established, and (2) that less than 30% of the shares of Common Stock issued in the Company initial public offering (“IPO Shares”) are voted against the Merger Proposal and requested to be redeemed by the holders thereof. The approval of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal and each of the Elimination Proposals will require the affirmative vote of a majority of the shares of the Common Stock issued and outstanding as of the Record Date. The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the shares of the Common Stock that are present in person or by proxy and entitled to vote thereon at the Special Meeting of Stockholders. If holders of 30% or more of the IPO Shares vote against the Merger Proposal and demand that their IPO Shares be converted into a pro rata portion of the trust account in which a substantial portion of the net proceeds of the Company’s initial public offering are held, the Company will not, pursuant to the terms of its amended and restated certificate of incorporation, be permitted to consummate the Transaction. See the section entitled “Special Meeting of Camden Stockholders and Special Meeting of Camden Warrantholders — Redemption Rights” for additional information.

The consideration to be paid for the acquisition of Dlorah consists of: (i) 100,000 shares of Class A Common Stock (the “Class A Stock”), which shares shall be convertible into 15,730,000 shares of Common Stock, as such conversion number may be adjusted as described herein and in the Merger Agreement, (ii) 2,800,000 newly issued common stock purchase warrants (the “Dlorah Warrants”), which may be exercised on a “cashless basis” at an exercise price of $5.50 per share and (iii) 250,000 shares of restricted Common Stock, which restricted shares would not be tradable until the Common Stock trades at or above $8.00 per share for 60 consecutive trading days; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5^th) anniversary of the date of issuance if such restriction has not been satisfied (the “Restricted Common Stock”, and together with the Class A Stock and the Dlorah Warrants, the “Transaction Consideration”).

The holders of Class A Stock shall be entitled to a quarterly accruing dividend equal to $0.11 per quarter (for a total of $0.44 per year) per share of Common Stock into which such Class A Stock is convertible, paid when and if declared by the Company’s board of directors. If a dividend is paid on the Class A Stock, there shall also be a dividend paid to holders of Common Stock equal to one-fourth of the per share amount of any Class A Stock dividend paid.

The Class A Stock converts into 15,730,000 shares of Common Stock at a ratio of 157.3 shares of Common Stock for every 1 share of Class A Stock. Notwithstanding the number of shares of Common Stock into which the Class A Stock is convertible as set forth above, if on the date of the closing of the Transaction, the Transaction Consideration does not represent at least 74.4% of the issued and outstanding capital stock of

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Camden on an as-converted and fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible shall be adjusted upward so that the Transaction Consideration would represent 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis as of such date. However, if on the date of the closing of the Transaction, the Transaction Consideration represents 74.4% or more of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then there shall be no adjustment to the number of shares of Common Stock into which the Class A Stock is convertible. For purposes of calculating the Transaction Consideration and the number of shares of issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, the number of shares of Common Stock constituting the Dlorah Warrants shall be 855,556 shares (based on a cashless exercise of the 2,800,000 Dlorah Warrants using a fair market value of $7.92 per share). Additionally, if the average of the closing sales price of the Common Stock on the trading market during the 10 trading day period ending immediately preceding the closing of the Transaction is less than $7.00 per share, then the number of shares of Common Stock into which a Class A Stock is convertible shall be increased such that the aggregate value of the Class A Stock and the Dlorah Warrants would have the same aggregate value as if the average of the closing sales price of the Common Stock were $7.00 per share. The Class A Stock is convertible into Common Stock at any time at the option of the holders and will automatically convert on December 1, 2011.

Enclosed please find notices of the Special Meetings and proxy statement containing detailed information concerning the Warrant Redemption, the Merger Agreement and the transactions contemplated thereby, the amendments to the amended and restated certificate of incorporation, and the Incentive Plan. Whether or not you plan to attend the Special Meetings, we urge you to read this material carefully.

After careful consideration, the board of directors of the Company unanimously recommends that warrantholders vote or give instruction to vote “FOR” the approval of the Warrant Redemption Proposal to be presented at the Special Meeting of Warrantholders.

After careful consideration, the board of directors of the Company unanimously recommends that stockholders vote or give instruction to vote “FOR” the approval of the Merger Proposal and the other proposals to be presented at the Special Meeting of Stockholders.

Your vote is important. Whether you plan to attend the Special Meeting of Warrantholders or the Special Meeting of Stockholders or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. A signed proxy card that is returned without an indication of how to vote on a particular matter will be voted “FOR” each such proposal presented at the Special Meeting of Warrantholders and the Special Meeting of Stockholders.

We look forward to seeing you at the Special Meetings.

		Sincerely,
		/s/ David L. Warnock
		David L. Warnock Chairman, President and Chief Executive Officer

November 5, 2009

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Neither the Securities and Exchange Commission nor any state regulatory agency has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction or passed upon the adequacy or accuracy of the disclosure in the attached proxy statement. Any representation to the contrary is a criminal offense.

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CAMDEN LEARNING CORPORATION

NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS
OF CAMDEN LEARNING CORPORATION

TO BE HELD ON NOVEMBER 23, 2009

To the Warrantholders of Camden Learning Corporation:

NOTICE IS HEREBY GIVEN that a Special Meeting of warrantholders (the “Special Meeting of Warrantholders”) of Camden Learning Corporation (the “Company”, “Camden”, “we”, “us” or “our”), a Delaware corporation, will be held at 10:00 a.m. New York time, on November 23, 2009, at the offices of Ellenoff Grossman & Schole LLP, the Company’s counsel, at 150 East 42nd Street, 11th Floor, New York, New York 10017. You are cordially invited to attend the Special Meeting of Warrantholders, at which meeting warrantholders will be asked to consider and vote upon the following proposal, which is more fully described in the accompanying proxy statement:

The Warrant Redemption Proposal — to consider and vote upon a proposal to amend the warrant agreement between the Company and Continental Stock Transfer & Trust Company, as the warrant agent, dated November 29, 2007 (the “Warrant Agreement”), which governs the terms of the Company’s publicly traded warrants (the “Warrants”), in connection with the Company’s consummation of the transactions contemplated by the Agreement and Plan of Reorganization dated as of August 7, 2009, as amended by that certain Amended and Restated Agreement and Plan of Reorganization, dated August 11, 2009, and as further amended by that certain Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization, dated October 26, 2009, (as amended the “Merger Agreement”), by and among the Company, Dlorah Subsidiary, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Dlorah, Inc., a South Dakota corporation which owns and operates National American University (Dlorah, Inc., together with its divisions and subsidiaries, is referred to herein as “Dlorah”), pursuant to which Dlorah will merge with and into Merger Sub, with Dlorah surviving as a wholly-owned subsidiary of the Company, as a result of which the stockholders of Dlorah will contribute all of the outstanding capital stock of Dlorah to the Company in exchange for shares of a newly created class of common stock, common stock purchase warrants and restricted shares of the Company’s currently authorized common stock (the “Transaction”). The amendment to the Warrant Agreement would require the Company to redeem all of the outstanding Warrants (the “Warrant Redemption”) upon the consummation of the Transaction, at a price of $0.50 per warrant (the “Warrant Redemption Proposal”). Approval of the Warrant Redemption Proposal is a condition to the closing of the Transaction.

After careful consideration, the Company’s board of directors has unanimously determined that the Warrant Redemption is fair to and in the best interests of the Company and its warrantholders and unanimously recommends that Company warrantholders vote FOR the Warrant Redemption Proposal.

The Board of Directors of the Company has fixed the close of business on November 5, 2009 as the record date (the “Record Date”) for the determination of warrantholders entitled to notice of and to vote at the Special Meeting of Warrantholders and at any adjournment thereof. As of the Record Date, there were 9,426,300 Warrants issued and outstanding and entitled to vote at the Special Meeting of Warrantholders, 4,777,700 of which are held by the Company’s sponsor, and 2,800,000 of the sponsor’s warrants are private warrants which are not subject to the Warrant Redemption Proposal. The sponsor has indicated that it will vote its warrants, including the private warrants, in favor of the Warrant Redemption Proposal. A list of the warrantholders entitled to vote as of the Record Date at the Special Meeting of Warrantholders will be open to the examination of any warrantholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the Special Meeting of Warrantholders at the Company’s offices at 500 East Pratt Street, Suite 1200, Baltimore, Maryland 21202 and at the time and place of the meeting during the duration of the Special Meeting of Warrantholders.

All Company warrantholders are cordially invited to attend the Special Meeting of Warrantholders in person. To ensure your representation at the Special Meeting of Warrantholders, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of the Warrants, you may also cast your vote in person at the Special Meeting of Warrantholders. If your

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Warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Warrants or, if you wish to attend the Special Meeting of Warrantholders 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 of Warrantholders or, if you hold your Warrants through a broker or bank, and you do not instruct your broker how to vote your Warrants or obtain a proxy from your broker or bank to vote in person at the Special Meeting of Warrantholders, it will have the same effect as a vote against the Warrant Redemption Proposal.

The Company will not transact any other business at the Special Meeting of Warrantholders, except for business properly brought before the Special Meeting of Warrantholders, or any adjournment or postponement thereof, by the Company’s Board of Directors.

Your vote is important regardless of the number of Warrants you own. Whether you plan to attend the Special Meeting of Warrantholders or not, please read the enclosed proxy statement carefully, 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 or bank to ensure that votes related to the Warrants you beneficially own are properly counted.

		BY ORDER OF THE BOARD OF DIRECTORS,
		/s/ Donald W. Hughes
		Donald W. Hughes Chief Financial Officer and Secretary
November 5, 2009

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED IN FAVOR OF THE WARRANT REDEMPTION PROPOSAL. IF THE TRANSACTION IS NOT COMPLETED AND CAMDEN DOES NOT COMPLETE AN INITIAL BUSINESS COMBINATION PRIOR TO NOVEMBER 29, 2009, YOUR WARRANTS WILL EXPIRE WORTHLESS.

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PROXY STATEMENT FOR SPECIAL MEETINGS
OF STOCKHOLDERS AND WARRANTHOLDERS
OF CAMDEN LEARNING CORPORATION

We are pleased to announce that the Board of Directors of Camden Learning Corporation (the “Company”, “Camden”, “we”, “us”, or “our”) and Dlorah, Inc., a South Dakota corporation which owns and operates National American University and other divisions as set forth herein (Dlorah, Inc., together with its affiliates and divisions, is referred to herein collectively as “Dlorah”), have agreed to the merger of Dlorah Subsidiary, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into Dlorah, with Dlorah surviving as a wholly-owned subsidiary of the Company (the “Transaction”). Pursuant to the terms of the Transaction, the stockholders of Dlorah will contribute all of the outstanding capital stock of Dlorah to the Company in exchange for shares of a newly created class of common stock, warrants and restricted shares of the Company’s common stock.

Summary of the Material Terms

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The holders of Class A Stock shall be entitled to a quarterly accruing dividend equal to $0.11 per quarter (for a total of $0.44 per year) per share of Common Stock into which such Class A Stock is convertible, paid when and if declared by the Company’s board of directors. If a dividend is paid on the Class A Stock, there shall also be a dividend paid to holders of Common Stock equal to one-fourth of the per share amount of any Class A Stock dividend paid.

The Class A Stock converts into 15,730,000 shares of Common Stock at a ratio of 157.3 shares of Common Stock for every 1 share of Class A Stock. Notwithstanding the number of shares of Common Stock into which the Class A Stock is convertible as set forth above, if on the date of the closing of the Transaction, the Transaction Consideration does not represent at least 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible shall be adjusted upward so that the Transaction Consideration would represent 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis as of such date. However, if on the date of the closing of the Transaction, the Transaction Consideration represents 74.4% or more of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then there shall be no adjustment to the number of shares of Common Stock into which the Class A Stock is convertible. For purposes of calculating the Transaction Consideration and the number of shares of issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, the number of shares of Common Stock constituting the Dlorah Warrants shall be 855,556 shares (based on a cashless exercise of the 2,800,000 Dlorah Warrants using a fair market value of $7.92 per share). Additionally, if the average of the closing sales price of the Common Stock on the trading market during the 10 trading day period ending immediately preceding the closing of the Transaction is less than $7.00 per share, then the number of shares of Common Stock into which a share of Class A Stock is convertible shall be increased such that the aggregate value of the Class A Stock and the Dlorah Warrants would have the same aggregate value as if the average of the closing sales price of the Common Stock were $7.00 per share. This adjustment, if necessary, will result in the Class A Stock being convertible, in the aggregate, for an additional (i) 1,425,385 shares of Common Stock (having an aggregate value of $9,265,002) if the average of the closing sales price of the Common Stock for the 10 trading day period ending immediately before the closing of the Transaction is $6.50, (ii) 3,088,333 shares of Common Stock (having an aggregate value of $18,499,998) if the average of the closing sales price of the Common Stock for the 10 trading day period ending immediately before the closing of the Transaction is $6.00, and (iii) 5,053,636 shares of Common Stock (having an aggregate value of $27,794,998) if the average of the closing sales price of the Common Stock for the 10 trading day period ending immediately before the closing of the Transaction is $5.50.

The Company and Dlorah plan to consummate the Transaction as promptly as practicable after the Special Meeting of Stockholders; provided that:

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See the description of the Merger Agreement in the section entitled “The Merger Agreement” beginning on page 121. The Merger Agreement is included as “Annex I” to this proxy statement. We encourage you to read the Merger Agreement in its entirety. The amendments to the Company’s amended and restated certificate of incorporation described above will be effected by the adoption of a Second Amended and Restated Certificate of Incorporation of the Company, which is included as “Annex II” to this proxy statement. The amendment to the Warrant Agreement is included as “Annex III” to this proxy statement. A copy of the proposed Incentive Plan is included as “Annex IV” to this proxy statement.

Under the terms of the Company’s existing amended and restated certificate of incorporation, the Company may proceed with the Transaction if holders of a majority in interest of the Common Stock vote in favor of the Transaction, and if the holders of an aggregate of 30% or more in interest of the IPO Shares do not vote against the Transaction and elect to have the Company redeem their IPO Shares for cash held in the Company’s trust account into which a substantial portion of the net proceeds of the IPO were deposited. Additionally, in order for the funds held in the trust account to be released to the Company for general corporate purposes, the Company must complete a business combination having a fair market value equal to at least 80% of the trust account balance (excluding deferred underwriting discounts and commissions) at the time of such business combination. As our management believes that the total enterprise value of Dlorah is approximately $154,000,000, and since our Board of Directors received a fairness opinion as to the equity value of the Transaction, the Company believes the 80% threshold required will be met and the funds held in trust will be released to the Company for general corporate purposes upon the closing of the Transaction.

Our units (the “Units”), Common Stock and Warrants are quoted on the OTC Bulletin Board under the symbols “CAELU,” “CAEL” and “CAELW,” respectively. On November 5, 2009, our Units, Common Stock and Warrants had a closing price of $7.85, $7.80 and $0.49, respectively. The Company intends to apply to have the Common Stock listed on the NASDAQ Global Market or the NASDAQ Capital Market if it satisfies the relevant listing requirements, including a requirement to have a specified minimum number of shareholders. The Company does not expect to be eligible for listing as of the closing of the Transaction and as a result will likely continue to be listed on the OTC Bulletin Board. Following the consummation of the Transaction, the Units will be separated into their components, one share of Common Stock and one Warrant (representing only the right to receive the Redemption Consideration) and will cease trading. We do not anticipate there will be a public market for the Class A Stock.

We believe that, generally, for U.S. federal income tax purposes, the Transaction will have no direct tax effect on stockholders of Camden. However, if you vote against the Merger Proposal and elect a cash redemption of your Common Stock for a pro-rata portion of the trust account and as a result receive cash in exchange for your Camden shares, there may be certain tax consequences, such as realizing a loss or gain on your investment in Camden’s shares. A Camden warrantholder will recognize gain or loss for federal income tax purposes in connection with the Warrant Redemption. Assuming the warrant is held as a capital asset, the warrantholder will recognize capital gain or loss equal to the difference between the warrantholder’s adjusted tax basis and the Redemption Consideration ($0.50 per warrant). WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

This proxy statement provides you with detailed information about the proposed Transaction, the proposed amendments to the amended and restated certificate of incorporation, the proposed Incentive Plan, and the Special Meetings of the Warrantholders and Stockholders. We encourage you to carefully read this

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entire document and the documents incorporated by reference, including the Merger Agreement, the form of the Second Amended and Restated Certificate of Incorporation, the form of Amendment No. 1 to the Warrant Agreement and the proposed Incentive Plan, each of which are attached hereto as Annexes I, II, III and IV, respectively. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 46.

To obtain timely delivery of requested materials, warrantholders and stockholders must request the information no later than five days before the date they submit their proxies or attend the Special Meeting of the Warrantholders or Stockholders, respectively. The latest date to request the information to be received timely is November 18, 2009.

We are soliciting the enclosed proxy card (or cards) on behalf of the Board of Directors of Camden, and we will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, our officers may solicit proxies by telephone or fax, without receiving any additional compensation for their services. We will publicly file all such written soliciting materials, including scripts and outlines used to solicit proxies by telephone, with the SEC. We have requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of our stock. We have also retained the proxy soliciting firm of Morrow & Co., LLC to solicit proxies on our behalf and expect the costs of such retention not to exceed approximately $37,500.

Neither the Securities and Exchange Commission nor any state securities commission has determined if the attached proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

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CAMDEN LEARNING CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF CAMDEN LEARNING CORPORATION

TO BE HELD ON NOVEMBER 23, 2009

To the Stockholders of Camden Learning Corporation:

NOTICE IS HEREBY GIVEN that the Special Meeting of stockholders (the “Special Meeting of Stockholders”) of Camden Learning Corporation (the “Company”, “Camden”, “we”, “us” or “our”), a Delaware corporation, will be held at 10:30 a.m. New York time, on November 23, 2009, at the offices of Ellenoff Grossman & Schole LLP, the Company’s counsel, at 150 East 42nd Street, 11th Floor, New York, New York 10017. You are cordially invited to attend the Special Meeting of Stockholders, at which meeting stockholders will be asked to consider and vote upon the following proposals, which are more fully described in the accompanying proxy statement:

(1) The Merger Proposal — to consider and vote upon a proposal to approve the merger of Dlorah Subsidiary, Inc., a newly formed, wholly-owned subsidiary of the Company (“Merger Sub”), with and into Dlorah, Inc., a South Dakota corporation which owns and operates National American University (Dlorah, Inc., together with its divisions and subsidiaries, is referred to herein as “Dlorah”), with Dlorah surviving as a wholly-owned subsidiary of the Company, as a result of which the stockholders of Dlorah will contribute all of the outstanding capital stock of Dlorah to the Company in exchange for shares of a newly created class of common stock, common stock purchase warrants and restricted shares of the Company’s currently authorized common stock (the “Transaction”), pursuant to the terms of an Agreement and Plan of Reorganization, dated August 7, 2009, as amended by that certain Amended and Restated Agreement and Plan of Reorganization, dated August 11, 2009, and as further amended by that certain Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization, dated October 26, 2009, by and among the Company, Merger Sub and Dlorah (as amended the “Merger Agreement”), and the transactions contemplated thereby (“Proposal 1” or the “Merger Proposal”);

(2) The Name Change Proposal — to consider and vote upon a proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to change the Company’s corporate name to “National American University Holdings, Inc.” (“Proposal 2” or the “Name Change Proposal”);

(3) The Increase in Authorized Proposal — to consider and vote upon a proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized capital stock of Camden from 21,000,000 shares consisting of 20,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), to 51,100,000 shares, consisting of 50,000,000 shares of Common Stock, 100,000 shares of Class A Common Stock, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, with a portion of such shares being issued to the stockholders of Dlorah in connection with the Transaction (“Proposal 3” or the “Increase in Authorized Proposal”);

(4) The Class A Stock Proposal — to consider and vote upon a proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to create a new class of common stock of the Company to be designated as Class A Common Stock, par value $0.0001 per share (“Proposal 4” or the “Class A Stock Proposal”);

(5) The Elimination Proposals — to consider and vote upon the following separate proposals to amend the Company’s amended and restated certificate of incorporation to eliminate certain special purpose acquisition company provisions: (i) to remove the provisions related to the Company’s status as a blank check company, including, among other things, the classification of the board of directors, and (ii) to make the Company’s corporate existence, which currently terminates on November 29, 2009, perpetual (collectively “Proposal 5” or the “Elimination Proposals”);

(6) The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the 2009 Stock Option and Compensation Plan (the “Incentive Plan”) pursuant to which the Company will reserve 1,300,000 shares of Common Stock for issuance pursuant to the Incentive Plan (“Proposal 6” or the “Incentive Plan Proposal”); and

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(7) to conduct such other business as may properly come before the Special Meeting of Stockholders or any adjournment or postponement thereof.

These proposals are described in the attached proxy statement which the Company urges you to read in its entirety before voting.

The Board of Directors of the Company has fixed the close of business on November 5, 2009 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Special Meeting of Stockholders and at any adjournment thereof. As of the Record Date, there were 8,188,800 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting of Stockholders. A list of the stockholders entitled to vote as of the Record Date will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the Special Meeting of Stockholders at the Company’s offices at 500 East Pratt Street, Suite 1200, Baltimore, Maryland 21202 and at the time and place of the meeting during the duration of the Special Meeting of Stockholders.

Each Company stockholder as of the Record Date that holds shares of Common Stock issued in the Company’s initial public offering (the “IPO”) has the right to vote against the Merger Proposal and at the same time demand that the Company redeem such stockholder’s shares into cash equal to a pro rata portion of the funds held in the Company’s trust account into which a substantial portion of the net proceeds of the IPO were deposited. These shares will be redeemed into cash only if the Transaction is consummated. If the holders of 30% or more of the shares of Common Stock issued in the IPO vote against the Transaction and demand redemption of their shares, the Company will not consummate the Transaction.

Each of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposals and the Incentive Plan Proposal are conditioned upon the approval of the Merger Proposal and, in the event the Merger Proposal does not receive the necessary vote to approve such proposal, then the Company will not complete any of the transactions identified in any of the proposals. If the Merger Proposal is approved but one or more of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposals or the Incentive Plan Proposal are not approved, we may still consummate the Transaction if Dlorah waives these conditions.

The Company will not transact any other business at the Special Meeting of Stockholders, except for business properly brought before the Special Meeting of Stockholders, or any adjournment or postponement thereof, by the Company’s Board of Directors.

Under the Company’s amended and restated certificate of incorporation, approval of the Merger Proposal requires: (i) the affirmative vote of a majority of the shares of the Common Stock voted at the Special Meeting of Stockholders, assuming a quorum is established; and (ii) that less than 30% of the shares of the Common Stock issued in the IPO vote against the Merger Proposal and elect a cash redemption of their shares. The affirmative vote of a majority of the shares of the Common Stock issued and outstanding as of the Record Date is required to approve the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, and each of the Elimination Proposals. The affirmative vote of a majority of the shares of the Company’s Common Stock that are present in person or by proxy and entitled to vote at the Special Meeting of Stockholders is required to approve the Incentive Plan Proposal.

The Company’s initial stockholders who purchased their shares of Common Stock prior to the IPO and in the open market presently own an aggregate of 2,278,187 shares of Common Stock, or approximately 27.82% of the outstanding shares of the Company and have agreed to vote all shares acquired prior to the IPO in accordance with the majority of the shares of Common Stock purchased in the IPO with respect to the Merger Proposal. However, any shares the initial stockholders purchased or may purchase in the open market shall be voted in favor of all of the proposals set forth herein.

If the Merger Proposal is not approved and the Company is unable to complete a business combination by November 29, 2009 or extend its corporate existence, the Company will have to commence the winding up, dissolution and liquidation of the Company, including the liquidation of the trust account and distribution of the trust proceeds, in accordance with the terms of the Company’s amended and restated certificate of incorporation, the agreement with respect to the trust and Delaware law. The funds held in the Company’s

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trust account may not be distributed except upon the Company’s dissolution and, unless and until such approval is obtained from its stockholders, the funds held in the Company’s trust account will not be released. Consequently, holders of a majority of the Company’s outstanding stock must approve its dissolution in order to receive the funds held in its trust account and the funds will not be available for any other corporate purpose. Notwithstanding the foregoing, the Company may determine at such time to seek stockholder approval to continue the corporate existence of the Company in lieu of dissolving the Company, in which case it will still liquidate the trust account and distribute the trust proceeds to the holders of the Company’s publicly traded Common Stock.

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 redeemed into a pro rata portion of Camden’s trust account.

In order to properly exercise your redemption rights, you must (i) vote against the Merger Proposal and demand that Camden redeem your shares for cash from the trust account no later than the close of the vote on the Merger Proposal, and (ii) tender your shares to Camden’s stock transfer agent at least five days prior to the Special Meeting of Stockholders. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) system. If the Transaction is not completed, these tendered shares will not be redeemed for 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 redemption rights. See “Special Meeting of Camden Stockholders — Redemption Rights” for more specific instructions.

We may amend or supplement the enclosed proxy statement from time to time by filing amendments or supplements as required.

YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 46 OF THE ACCOMPANYING PROXY STATEMENT BEFORE VOTING IN CONNECTION WITH THE TRANSACTION WITH DLORAH SINCE, UPON THE CLOSING OF THE TRANSACTION WITH DLORAH, THE OPERATIONS AND ASSETS OF THE COMPANY WILL LARGELY BE THOSE OF DLORAH.

The attached proxy statement incorporates important business and financial information about the Company and Dlorah that is not included in or delivered with this document. This information is available without charge to security holders upon written or oral request. The request should be sent to: Donald W. Hughes, Secretary, at 500 East Pratt Street, Suite 1200, Baltimore, MD 21202, or by calling him at (410) 878-6800. To obtain timely delivery of requested materials, stockholders must request the information no later than five days before the date they submit their proxies or attend the Special Meeting of Stockholders.

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following: (i) you may send another proxy card with a later date; (ii) you may notify Donald W. Hughes, Camden’s Secretary, in writing, before the Special Meeting of Stockholders that you have revoked your proxy; or (iii) you may attend the Special Meeting of Stockholders, revoke your proxy, and vote in person, as indicated above.

No dissenters’ or appraisal rights are available under the Delaware General Corporation Law to the stockholders of Camden in connection with the proposals. Any stockholder of Camden holding shares of Common Stock issued in Camden’s IPO who votes against the Merger Proposal may, at the same time, demand that Camden redeem his shares into a pro rata portion of the trust account. If the holders of 30%, or 1,987,890, or more of the IPO Shares vote against the Merger Proposal and demand redemption of their shares for a pro rata portion of the trust account, Camden will not be able to consummate the Transaction. The only rights for those stockholders voting against the Transaction who wish to receive cash for their shares is to properly exercise their redemption rights.

We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, the Company’s officers may solicit proxies by telephone or fax, without receiving any additional compensation for their

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services. We will publicly file all such written soliciting materials, including scripts and outlines used to solicit proxies by telephone, with the SEC. We have requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of our stock. We have also retained the proxy soliciting firm of Morrow & Co., LLC to solicit proxies on our behalf. If you have any questions or need assistance in voting your shares, please contact Morrow & Co., LLC toll free at (800) 662-5200.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting of Stockholders. If you are a stockholder of record of the Common Stock, you may also cast your vote in person at the Special Meeting of Stockholders. 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.

The Board of Directors of the Company unanimously recommends that you vote or give instruction to vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Name Change Proposal; (iii) “FOR” the Increase in Authorized Proposal; (iv) “FOR” the Class A Stock Proposal; (v) “FOR” each of the Elimination Proposals; and (vi) “FOR” the Incentive Plan Proposal, all as described in Proposals 1, 2, 3, 4, 5 and 6 in the accompanying proxy statement.

This proxy statement is dated November 5, 2009 and is first being mailed to stockholders on or about November 11, 2009.

		BY ORDER OF THE BOARD OF DIRECTORS,
		/s/ Donald W. Hughes
		Donald W. Hughes Chief Financial Officer and Secretary
November 5, 2009

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		Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			1
SUMMARY			21
Information About the Companies			21
The Warrant Redemption Proposal			22
The Merger Proposal			22
The Name Change Proposal			31
The Increase in Authorized Proposal			31
The Class A Stock Proposal			31
The Elimination Proposals			31
The Incentive Plan Proposal			31
The Special Meeting of Warrantholders and Stockholders			31
Recommendation to Camden Warrantholders			33
Recommendation to Camden Stockholders			33
Interests of Morgan Joseph in the Transaction			34
Interests of Stifel Nicolaus in the Transaction			34
Interests of Signal Hill in the Transaction			34
SELECTED HISTORICAL FINANCIAL INFORMATION			35
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION			38
RISK FACTORS			46
Risks Related to NAU’s Business and Operations			46
Risks Related to Dlorah			63
Risks Related to Camden and the Transaction			67
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			75
SPECIAL MEETING OF CAMDEN WARRANTHOLDERS AND STOCKHOLDERS			76
General			76
Date, Time and Place			76
Purpose of the Camden Special Meeting of Warrantholders			76
Purpose of the Camden Special Meeting of Stockholders			76
Recommendation of Camden Board of Directors to Camden Warrantholders			77
Recommendation of Camden Board of Directors to Camden Stockholders			77
Record Date; Who is Entitled to Vote			77
Quorum and Required Vote of Camden Warrantholders			77
Quorum and Required Vote of Camden Stockholders			77
Abstentions and Broker Non-Votes			78
Voting Your Warrants and Shares of Common Stock			78
Revoking Your Proxy			78
No Additional Matters May Be Presented at the Special Meetings			79
Who Can Answer Your Questions About Voting Your Warrants or Common Stock			79

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		Page
Redemption Rights			79
Dissenters and Appraisal Rights			79
Proxy Solicitation Costs			80
Camden Founders			80
PROPOSAL TO BE CONSIDERED BY CAMDEN WARRANTHOLDERS			82
THE WARRANT REDEMPTION PROPOSAL			82
Purpose of the Redemption			82
Certain Effects of the Approval of the Warrant Redemption Proposal			82
Procedures for Redeeming Warrants			82
Required Vote			83
Recommendation			83
PROPOSALS TO BE CONSIDERED BY CAMDEN STOCKHOLDERS			84
PROPOSAL 1 — THE MERGER PROPOSAL			84
General Description of the Transaction			84
Background of the Transaction			84
Interest of Camden Stockholders in the Transaction			89
Interests of Camden’s Directors and Officers and Others in the Transaction			89
Camden’s Board of Directors’ Reasons for the Approval of the Transaction			90
The Fairness Opinion			92
The 80% Test			101
Engagement and Compensation of Signal Hill			101
Material U.S. Federal Income Tax Consequences of the Transaction			102
Anticipated Accounting Treatment			105
Regulatory Matters Regarding Camden			105
Regulatory Matters Regarding Dlorah			105
Required Vote			120
Recommendation			120
THE MERGER AGREEMENT			121
Structure of the Transaction; Consideration to be Paid			121
Closing of the Transaction			122
Conditions to the Closing of the Transaction			122
Termination			124
Effect of Termination			125
Fees and Expenses			125
Management of the Combined Company Following the Transaction			125
Representations and Warranties of Camden and Dlorah in the Merger Agreement			126
Materiality and Material Adverse Effect			126
Covenants of the Parties			127
Indemnification			127

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		Page
Lock Up Agreements			127
Trust Account Waiver			127
Access to Information			127
Public Announcements			127
Name; Headquarters			127
PROPOSAL 2 — THE NAME CHANGE PROPOSAL			128
Reasons for the Amendment			128
Required Vote			128
Recommendation			128
PROPOSAL 3 — THE INCREASE IN AUTHORIZED PROPOSAL			129
Principal Effects of the Increase in Authorized Capital			129
Capitalization			136
Required Vote			137
Recommendation			137
PROPOSAL 4 — THE CLASS A STOCK PROPOSAL			138
Purpose of the Class A Stock Authorization			138
Current Class of Common Stock			138
Description of Class A Stock			138
Required Vote			139
Recommendation			139
PROPOSAL 5 — THE ELIMINATION PROPOSALS			140
Required Vote			140
Recommendation			140
PROPOSAL 6 — THE INCENTIVE PLAN PROPOSAL			141
Background			141
Federal Income Tax Consequences			144
Interests of Directors and Officers			145
Required Vote			145
Recommendation			145
BUSINESS OF CAMDEN			146
CAMDEN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			152
MANAGEMENT OF CAMDEN			156
BUSINESS OF DLORAH			160
DLORAH MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			188
MANAGEMENT FOLLOWING THE TRANSACTION			211
BENEFICIAL OWNERSHIP OF CAMDEN SECURITIES			214
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			219

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		Page
DESCRIPTION OF SECURITIES			222
General			222
Common Stock			222
Preferred Stock			222
Class A Stock Stock			222
Warrants			223
Units			223
Transfer Agent and Warrant Agent			223
PRICE RANGE OF SECURITIES AND DIVIDENDS			224
APPRAISAL RIGHTS			225
STOCKHOLDER PROPOSALS			225
WHERE YOU CAN FIND ADDITIONAL INFORMATION			225
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEXES
Annex I Amended and Restated Agreement and Plan of Reorganization dated August 11, 2009, as amended by that certain Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization dated October 26, 2009
Annex II Second Amended and Restated Certificate of Incorporation of Camden
Annex III Form of Amendment No. 1 to the Warrant Agreement
Annex IV 2009 Stock Option and Compensation Plan
Annex V Opinion of Signal Hill Capital Group
Annex VI Form of Warrantholder Proxy Card
Annex VII  Form of Stockholder Proxy Card

TRADEMARKS, TRADENAMES, SERVICE MARKS AND SERVICE NAMES

This proxy statement contains trademarks, tradenames, service marks and service names of Dlorah, Inc., National American University and other companies.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement?		A. Camden and Dlorah have agreed to a business combination pursuant to the terms of the Merger Agreement that is described in this proxy statement, a copy of which is attached to this proxy statement as Annex I. You are encouraged to read the Merger Agreement in its entirety.
		Camden’s stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby. Stockholders are also being asked to consider and vote upon: (i) the Name Change Proposal, (ii) the Increase in Authorized Proposal, (iii) the Class A Stock Proposal, (iv) the Elimination Proposals and (v) the Incentive Plan Proposal.
		Warrantholders are being asked to consider and vote upon the Warrant Redemption Proposal.
		You should read this proxy statement carefully. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement.
Q. What is being voted on?		A. Warrantholders are being asked to vote on the Warrant Redemption Proposal and Stockholders are being asked to vote on six proposals.
		Warrantholder Proposal:
		Warrant Redemption Proposal.  The sole warrantholder proposal, referred to herein as the Warrant Redemption Proposal, is to approve an amendment to the terms of the Warrant Agreement governing the Warrants exercisable for shares of Company common stock in order to require the redemption by the Company of all of the outstanding Warrants, upon the consummation of the Transaction, at a price of $0.50 per Warrant. As a result of the Warrant Redemption, immediately following the consummation of the Transaction, the Warrants will only represent the right to receive $0.50 per Warrant. The form of the amendment to the Warrant Agreement is attached hereto as Annex III. The Transaction is conditioned upon the approval of the Warrant Redemption Proposal by the Company’s warrantholders. The 2,800,000 private warrants owned by Camden Learning, LLC will not be redeemed as part of the Warrant Redemption; however, these 2,800,000 private warrants will be exchanged for 575,000 shares of restricted Common Stock of the Company.

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		Stockholder Proposals:
		The Merger Proposal.  The first stockholder proposal, referred to herein as the Merger Proposal, is to approve the Transaction, which is the merger of Merger Sub with and into Dlorah, with Dlorah surviving as a wholly-owned subsidiary of the Company, pursuant to the terms of the Merger Agreement.
		The Name Change Proposal.  The second stockholder proposal, referred to herein as the Name Change Proposal, is to approve an amendment to Camden’s amended and restated certificate of incorporation to change Camden’s corporate name to “National American University Holdings, Inc.” The effectiveness of this proposal is conditioned upon approval of the Merger Proposal and will only be presented at the Special Meeting of Stockholders if the Merger Proposal is approved.
		The Increase in Authorized Proposal.  The third stockholder proposal, referred to herein as the Increase in Authorized Proposal, is to approve an amendment to Camden’s amended and restated certificate of incorporation to increase the authorized capital stock from 21,000,000 shares consisting of 20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, to 51,100,000 shares, consisting of 50,000,000 shares of Common Stock, 100,000 shares of Class A Stock, and 1,000,000 shares of Preferred Stock. The effectiveness of this proposal is conditioned upon approval of the Merger Proposal and will only be presented at the Special Meeting of Stockholders if the Merger Proposal is approved.
		The Class A Stock Proposal.  The fourth stockholder proposal, referred to herein as the Class A Stock Proposal, is to approve an amendment to Camden’s amended and restated certificate of incorporation to create a new class of common stock of the Company to be designated Class A Common Stock, par value $0.0001 per share, which we refer to as Class A Stock. The effectiveness of this proposal is conditioned upon approval of the Merger Proposal and will only be presented at the Special Meeting of Stockholders if the Merger Proposal is approved.

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		The Elimination Proposals.  The fifth stockholder proposal, collectively referred to herein as the Elimination Proposals, is two separate proposals to approve an amendment to Camden’s amended and restated certificate of incorporation to eliminate certain special purpose acquisition company provisions. The effectiveness of this proposal is conditioned upon approval of the Merger Proposal and will only be presented at the Special Meeting of Stockholders if the Merger Proposal is approved.
		The amendments to the Company’s amended and restated certificate of incorporation, which would be made if the Merger Proposal, the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal and the Elimination Proposals are approved, will be effected by the adoption and filing with the Delaware Secretary of State of the Second Amended and Restated Certificate of Incorporation, which is included as Annex II to this proxy statement and which you are encouraged to read in its entirety.
		The Incentive Plan Proposal.  The sixth proposal, referred to herein as the Incentive Plan Proposal, is to approve the adoption of the 2009 Stock Option and Compensation Plan, referred to herein as the Incentive Plan, pursuant to which 1,300,000 shares of Common Stock will be reserved for issuance in accordance with the terms of the Incentive Plan. A copy of the proposed Incentive Plan is included as Annex IV to the proxy statement.
Q. Are the proposals conditioned on one another?		A.  Yes. The effectiveness of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposals and the Incentive Plan Proposal are conditioned upon approval of the Merger Proposal, and will only be presented at the Special Meeting of Stockholders if the Merger Proposal is approved. In addition, the Transaction is conditioned upon the approval of the Warrant Redemption Proposal by the Company’s public warrantholders.
Q. What is quorum?		A.  A quorum is the number of Warrants or shares of Common Stock that must be represented, in person or by proxy, in order for business to be transacted at the Special Meeting of Warrantholders or Stockholders, respectively.

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		More than one-half of the total number of our Warrants outstanding and entitled to vote as of the Record Date must be represented, either in person or by proxy, in order to transact business at the Special Meeting of Warrantholders. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum.
		More than one-half of the total number of shares of our Common Stock outstanding and entitled to vote as of the Record Date must be represented either in person or by proxy, in order to transact business at the Special Meeting of Stockholders. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum.
Q. Why is Camden proposing the Transaction?		A.  Camden was organized to acquire through an acquisition, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets in the education industry, which we refer to as our initial business combination or our business combination, whose fair market value is at least equal to 80% of the net assets of Camden at the time of the transaction.
		Camden consummated its IPO on December 5, 2007, raising gross proceeds of approximately $53,010,400 (which includes the proceeds of a private placement of 2,800,000 warrants for $2,800,000 to our sponsor, Camden Learning, LLC), of which $52,389,984 was placed in a trust account immediately following the IPO and, in accordance with Camden’s amended and restated certificate of incorporation, will be released upon the consummation of a business combination. As of August 31, 2009, $52,487,764 was held on deposit in the trust account.
		No cash consideration is being paid in connection with the Transaction. Camden intends to use the funds held in the trust account to pay for transaction fees and expenses, tax obligations, deferred underwriting discounts and commissions, to pay stockholders who properly exercise their redemption rights, to pay the Redemption Consideration and for general corporate purposes of Dlorah following the consummation of the Transaction.

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Q. What is Dlorah?		A.   Dlorah owns and operates National American University (“NAU”). NAU is a private, for-profit, regionally-accredited university with 16 locations (with two additional locations in start up mode) in seven states, offering courses in traditional, accelerated and distance learning formats. In addition to its campus locations, NAU offers an extensive array of online program offerings. NAU offers undergraduate and graduate career-oriented technical and professional degree programs for traditional, working adult and international learners. NAU offers core academic programs in accounting, applied management, business administration, health care, and information technology. The graduate degree programs available include a Master of Business Administration and a Master of Management. Dlorah also develops, leases and sells luxury condominiums, apartments and townhouses in Rapid City, South Dakota.
		Based on its due diligence investigations of Dlorah and the industries in which it operates, including the financial and other information provided by Dlorah, Camden believes Dlorah’s management has been successful in running Dlorah’s business. As a result, Camden also believes the Transaction will provide Camden stockholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Merger Proposal — Camden’s Board of Directors’ Reasons for the Approval of the Transaction.”

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Q. Why is Camden proposing the Warrant Redemption Proposal?		A.  The Warrant Redemption Proposal is being proposed because the Board of Directors of Camden deems it beneficial for the combined company following the Transaction to have a consistent capital structure free from all warrants except for the Dlorah Warrants. Furthermore, the Redemption Consideration represents a substantial premium over the trading price of the Warrants. The 2,800,000 warrants held by Camden Learning, LLC, our sponsor, that were purchased in a private placement concurrent with our IPO are excluded from the Warrant Redemption, and are instead being exchanged upon consummation of the Transaction for 575,000 shares of restricted Common Stock, so that the sponsor and its affiliates continue to have an interest in our success following consummation of the Transaction. The determination that such warrants would be exchanged for 575,000 shares of restricted Common Stock was based both on what the parties felt was an appropriate post-Transaction capitalization and ownership structure and on what the parties felt was appropriate consideration to the sponsor in exchange for surrender of such warrants.

Q. Why is Camden proposing the Name Change Proposal?		A.  The adoption of the Name Change Proposal is being proposed because the Board of Directors of Camden deems it beneficial for the combined company going forward following the Transaction to have a corporate name that properly reflects the business of the combined company.
Q. Why is Camden proposing the Increase in Authorized Proposal?		A.   The Increase in Authorized Proposal is being proposed by the Board of Directors of Camden in order to issue or reserve for issuance the total amount of consideration due to Dlorah’s stockholders upon consummation of the Transaction. The Company’s current authorized capital is 21,000,000 shares, consisting of 20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of October 26, 2009, there were 8,188,800 issued and outstanding shares of Common Stock and 9,426,300 shares of Common Stock reserved for issuance pursuant to options and warrants. The Company must reserve for issuance an aggregate of 18,780,000 shares of Common Stock as consideration for the Transaction, subject to adjustment as provided in the Merger Agreement.
Q. Why is Camden proposing the Class A Stock Proposal?		A.   The Class A Stock Proposal is being proposed by the Board of Directors of Camden in order to issue the Class A Stock as part of the consideration due to Dlorah’s stockholders upon consummation of the Transaction.

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Q. Why is Camden proposing the Elimination Proposals?		A.   The adoption of the Elimination Proposals are being proposed because the Board of Directors of Camden deems it beneficial for the combined company going forward to not be governed by the special purpose acquisition company requirements under which Camden currently operates. Such requirements include: (i) placing offering proceeds in a trust account; (ii) requiring stockholder vote of business combinations (even if such vote is not required under applicable law); and (iii) having a set termination date for corporate existence. In addition, the board of directors deems it beneficial to have one class of directors rather than the current two classes of directors.
Q. Why is Camden proposing the Incentive Plan Proposal		A.   The adoption of the Incentive Plan is being proposed by the Board of Directors of Camden to provide the granting of options and other stock-based or stock-denominated awards, whereby 1,300,000 shares of Common Stock will be reserved for issuance.

Q. What vote is required to approve the Warrant Redemption Proposal at the Special Meeting of Warrantholders?		A.  Approval of the Warrant Redemption Proposal requires the affirmative vote of the holders of a majority in interest of the currently issued and outstanding Warrants as of the Record Date.
		The failure to vote, broker non-votes or abstentions will have the same effect as a vote “AGAINST” the Warrant Redemption Proposal.
Q. What vote is required to approve the Merger Proposal and the other proposals presented at the Special Meeting of Stockholders?		A.  The approval of the Merger Proposal requires (1) the affirmative vote of the majority of the shares of Common Stock voted at the Special Meeting of Stockholders, assuming a quorum is established, and (2) that less than 30% of the IPO Shares are voted against the Merger Proposal and requested to be redeemed by the holders thereof. The Merger Proposal will not be approved if holders of 30% or more of the IPO Shares vote against the Merger Proposal and demand redemption of their IPO Shares.
		The approval of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, and each of the Elimination Proposals will each require the affirmative vote of a majority of the shares of the Common Stock issued and outstanding as of the Record Date. The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the shares of the Common Stock that are present in person or by proxy and entitled to vote thereon at the Special Meeting of Stockholders.

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		Broker non-votes or abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, each of the Elimination Proposals and the Incentive Plan Proposal. The failure to vote on the Merger Proposal or the Incentive Proposal will neither be counted as “FOR” nor “AGAINST” those proposals. The failure to vote on the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal or the Elimination Proposals will have the same effect as a vote “AGAINST” those proposals.
Q. What happens if I vote against the Merger Proposal?		A.   If you are a holder of IPO Shares, you have the right to vote your shares against the Merger Proposal and to demand Camden redeem your shares for a pro rata portion of the trust account in which a substantial portion of the net proceeds of Camden’s IPO are held. These rights to vote against the Transaction and demand redemption of the IPO Shares into a pro rata portion of the trust account are sometimes referred to herein as “redemption rights”.

		If holders of 30% or more of the IPO Shares vote against the Merger Proposal and demand redemption, we will not consummate the Transaction.
		Holders of Warrants have no right to receive funds held in the trust account with respect to the Warrants they hold, unless the Warrant Redemption Proposal is approved, in which case the Warrants will solely represent the right to receive the Redemption Consideration which will be paid immediately following the consummation of the Transaction. If the Transaction is not approved and Camden does not consummate an initial business combination by November 29, 2009, Camden will liquidate and the Warrants will expire worthless.
Q: If the Merger Proposal is not approved, will Camden pursue other possible transactions?		A.  Not likely. Under the terms of our amended and restated certificate of incorporation, if we are not able to consummate a business combination by November 29, 2009, we must dissolve and return the money currently held in trust to the holders of IPO Shares. As such, unless we are able to amend our amended and restated certificate of incorporation to extend our termination date, we will not likely have sufficient time to pursue another business combination if the Merger Proposal is not approved.

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Q. How do I exercise my redemption rights?		A.  If you are a holder of IPO Shares and wish to exercise your redemption rights, you must do all of the following:
		(i)  deliver your IPO Shares to Camden’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the Special Meeting of Stockholders.
		(ii)  vote against the Merger Proposal, and
		(iii)  demand that Camden redeem your IPO Shares into cash.
		The Transaction must have been approved and consummated in order for stockholders to receive the redemption amount of approximately $7.92 per share of Common Stock.
		Any action that does not include an affirmative vote against the Transaction will prevent you from exercising your redemption rights. Your vote on any proposal other than the Merger Proposal will have no impact on your redemption rights.

		You may exercise your redemption rights either by checking the box on the included proxy card or by submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, Camden’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 redemption rights, (ii) initially vote against the Merger Proposal and wish to exercise your redemption rights but do not check the box on the proxy card providing for the exercise of your redemption rights or do not send a written request to Camden’s transfer agent to exercise your redemption rights, or (iii) initially vote against the Transaction but later wish to vote for it, you may request Camden to send you another proxy card on which you may indicate your intended vote. You may make such request by contacting Camden at the phone number or address listed at the end of this section but must do so by November 18, 2009.

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		Any request for redemption, once made, may be withdrawn at any time up to the closing of the vote taken with respect to the Merger Proposal. If you delivered your shares for redemption to Camden’s transfer agent and decide prior to the closing of the vote not to elect redemption, you may request that Camden’s transfer agent return the shares to you (physically or electronically). You may make such request by contacting Camden’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 Camden’s corporate secretary prior to the Special Meeting of Stockholders. No demand for redemption will be honored unless the holder’s stock certificate has been delivered (either physically or electronically) to the transfer agent prior to the Special Meeting of Stockholders.

Q. What will Dlorah stockholders receive in the merger?		A.  At the closing of the Transaction, stockholders of Dlorah will receive: (i) 100,000 shares of Class A Stock, which are convertible into 15,730,000 shares of Common Stock at a ratio of 157.3 shares of Common Stock for every 1 share of Class A Stock, subject to certain adjustments as set forth in the Merger Agreement, (ii) 2,800,000 Dlorah Warrants, which may be exercised on a “cashless basis” at an exercise price of $5.50 per share, and (iii) 250,000 shares of restricted Common Stock, which restricted shares shall not be tradable until the Common Stock trades at or above $8.00 per share for 60 consecutive trading days (collectively, the “Transaction Consideration”).
Q: What possible adjustments might be made to the Transaction Consideration to be received by Dlorah’s stockholders?		A.  As described in the Merger Agreement, there are two possible situations in which the Transaction Consideration would be increased:
		First, if on the date of the closing of the Transaction, the Transaction Consideration does not represent at least 74.4% of the issued and outstanding capital stock of Camden on a fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible will be adjusted upward so that the Transaction Consideration would represent 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis. For purposes of calculating the Transaction Consideration and the number of shares of issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, the number of shares of Common Stock constituting the Dlorah Warrants shall be 855,556 shares (based on a cashless exercise of the 2,800,000 Dlorah Warrants using a fair market value of $7.92 per share).

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		Second, if the average of the closing sales price of the Common Stock on the trading market during the 10 trading day period ending immediately preceding the closing of the Transaction is less than $7.00 per share, then the number of shares of Common Stock into which the Class A Stock is convertible will be increased such that the aggregate value of the Class A Stock and the Dlorah Warrants would have the same aggregate value as if the average of the closing sales price of the Common Stock were $7.00 per share.
		If on the date of closing of the Transaction, however, the Transaction Consideration represents more than 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then the Transaction Consideration will not be adjusted; in such case, Dlorah stockholders would own more than 74.4% of the issued and outstanding capital stock on an as-converted and fully diluted basis.

		The Transaction Consideration will also be adjusted if the Common Stock is reclassified, recapitalized, split-up, combined, divided or exchanged into another form or security, so that Dlorah’s stockholders would receive the same economic effect as is contemplated by the Merger Agreement.
Q. Do I have appraisal rights if I object to the Transaction?		A.  No dissenters or appraisal rights are available under the Delaware General Corporation Law to the stockholders of Camden in connection with the proposals. Any stockholder of Camden holding IPO Shares who votes against the Merger Proposal may, at the same time, demand that Camden redeem his shares for a pro rata portion of the trust account. If the holders of 30%, or 1,987,890, or more of the IPO Shares vote against the Merger Proposal and demand redemption of their shares for a pro rata portion of the trust account, Camden will not be able to consummate the Transaction. The only rights for those stockholders voting against the Transaction who wish to receive cash for their shares is to simultaneously demand redemption of their shares from the trust account.
Q. What happens to the funds deposited in the trust account after consummation of the Transaction?		A.  Assuming approval of the Merger Proposal, at the closing of the Transaction, the funds in the trust account will be released to pay for transaction fees and expenses, tax obligations, deferred underwriting discounts and commissions, to pay stockholders who properly exercise their redemption rights, to pay the Redemption Consideration and for general corporate purposes of Dlorah following consummation of the Transaction.

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Q. Since Camden’s IPO prospectus did not disclose that funds in the trust account might be used, directly or indirectly, to purchase IPO Shares or Warrants or that Camden may seek to amend the terms of the Warrant Agreement to revise the redemption provision, what are my legal rights?		A.  As further discussed herein, it is possible the present holders of 30% or more of the IPO Shares will vote against the Transaction and seek redemption of their IPO Shares. Furthermore, it is possible that a majority in interest of the Warrants will not vote in favor of the Warrant Redemption Proposal. If either such event were to occur, the Transaction could not be completed. To preclude such possibility, Camden, Dlorah, or their respective officers, directors or stockholders may enter into arrangements (i) to provide for the purchase of any of the Company’s securities from holders thereof who indicate their intention to vote against the Transaction and seek redemption or those who otherwise wish to sell their IPO Shares; (ii) that would induce (1) holders of IPO Shares not to vote against the Merger Proposal and (2) warrantholders not to vote against the Warrant Redemption Proposal. It is likely such arrangements

		would involve the purchase by Camden, after the consummation of the Transaction, of the securities that were initially purchased by the persons or entities who enter into such arrangements using funds from Camden’s trust account. As a consequence of such purchases, it is likely the amount of funds available following the Transaction 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 “Summary — Actions That May Be Taken to Secure Approval of Camden’s Securityholders.”

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		You should be aware that because Camden’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase the Company’s securities other than from holders who have voted against the Merger Proposal and redeemed their IPO Shares into cash or that Camden may seek to amend the terms of the Warrant Agreement to revise the redemption provision, each holder of IPO Shares at the time of the Transaction who purchased such shares of common stock in the IPO may bring securities law claims against Camden 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 up to $8.00 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 Camden’s IPO (which, in the case of holders of IPO Shares, may be more than the pro rata share of the trust account to which they are entitled on redemption or liquidation). Such claims could further diminish the amount of funds available following the Transaction for working capital and general corporate purposes. See the section entitled “Summary — Rescission Rights.”

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Q. What happens if the Transaction is not consummated or is terminated?		A.  If Camden is unable to complete the Transaction or another business combination by November 29, 2009, its amended and restated certificate of incorporation provides that it must dissolve and liquidate and its Warrants will expire worthless. In any liquidation of Camden, the funds deposited in Camden’s 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 Camden’s IPO Shares. The total amount available for distribution is expected to be approximately $7.92 per share. Holders of Common Stock issued prior to the IPO, including all of Camden’s officers and directors, have waived any right to any liquidation distribution with respect to those shares. Camden’s sponsor, Camden Learning, has agreed to be liable under certain circumstances to ensure 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 Camden for services rendered or products sold to it, but only to the extent such entities have not signed a waiver. Camden cannot assure you Camden Learning will be able to satisfy those obligations. See the section entitled “Business of Camden — Liquidation If No Business Combination” for additional information.
Q. When do you expect the Transaction to be completed?		A.  It is currently anticipated the Transaction will be consummated promptly following the Special Meeting of the Stockholders. For a description of the conditions precedent to the completion of the Transaction, see the section entitled “The Merger Agreement — Conditions to the Closing of the Transaction.”

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Q. How is management of Camden voting?		A.  Camden’s initial stockholders, including all of its directors and officers, who purchased or received shares of Common Stock prior to Camden’s IPO, presently, together with their affiliates, own an aggregate of approximately 27.82% of the outstanding shares of Common Stock. All of these stockholders have agreed to vote all of the shares acquired prior to the IPO in accordance with the vote of the majority of all other Camden stockholders voting on the Merger Proposal. Since our IPO, Camden Learning has purchased an additional 503,187 shares of Common Stock in the open market at an average price of $7.90 per share, for an aggregate of $4,000,000, and has advised us that it intends to vote all such shares in favor of the Transaction. In addition, the Company’s sponsor beneficially holds 4,777,700 warrants, 265,200 of which were purchased in the open market pursuant to a 10b5-1 plan, 212,500 which were purchased in the IPO, 1,500,000 of which were purchased in the open market and 2,800,000 of which are private warrants not subject to the Warrant Redemption Proposal. Such ownership represents approximately 50.7% of the warrants entitled to vote on the Warrant Redemption Proposal. The sponsor has advised us that it intends to vote all such warrants, including its private warrants, in favor of the Warrant Redemption Proposal.
Q. Will I receive anything in the Transaction?		A.  If you are a warrantholder and the Warrant Redemption Proposal is approved and the Transaction is consummated, your Warrants will represent the right to receive the Redemption Consideration ($0.50 per Warrant). If you are a warrantholder and the Transaction is not consummated, and Camden does not consummate a business combination prior to November 29, 2009, your Warrants will expire worthless.
		If you are a stockholder and the Transaction is consummated and you did not elect redemption, you will continue to hold the Common Stock you currently own. If you are a stockholder and the Transaction is consummated but you have voted your shares against the Merger Proposal and have elected redemption, and you timely deliver your stock certificate for redemption, your shares of Common Stock will be cancelled and you will receive cash equal to a pro rata portion of the trust account, which as of August 31, 2009, was equal to approximately $7.92 per share.

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Q. What do I need to do now?		A.  Camden urges you to carefully read and consider the information contained in this proxy statement, including the exhibits and annexes, and to consider how the Transaction will affect you as a stockholder or warrantholder of Camden, as the case may be. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card (or cards).
Q. How do I vote?		A.  If you are a holder of record of Warrants or Common Stock on the Record Date (November 5, 2009), you may vote with respect to the applicable proposals in person at the Special Meeting of Warrantholders or the Special Meeting of Stockholders, or by submitting a proxy for the Special Meeting of Warrantholders or the Special Meeting of Stockholders. 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 Warrants or shares of Common Stock in “street name,” which means your Warrants or shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the Warrants or shares you beneficially own are properly counted. In this regard, you must provide the record holder of your Warrants or shares of Common Stock with instructions on how to vote your Warrants or shares, as applicable. If you wish to attend the Special Meeting of Warrantholders or the Special Meeting of Stockholders and vote in person, please obtain a proxy from your broker, bank or nominee.
Q. What will happen if I abstain from voting or fail to vote at the Special Meeting of Warrantholders or the Special Meeting of Stockholders?		Camden will count a properly executed proxy marked ABSTAIN with respect to a particular proposal, whether presented at the Special Meeting of Warrantholders or the Special Meeting of Stockholders, as present for purposes of determining whether a quorum is present.
		An abstention from voting on the Warrant Redemption Proposal presented to the warrantholders will have the same effect as a vote “AGAINST” this proposal.

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		For purposes of approval, an abstention on the Merger Proposal will have the same effect as a vote “AGAINST” the proposal, provided a quorum is present, but will not have the effect of electing a redemption of your IPO Shares into a pro rata portion of Camden’s trust account. In order for a stockholder to properly elect redemption of his or her IPO Shares, he or she must cast a vote against the Merger Proposal, make an election on the proxy card to redeem such IPO Shares and deliver his or her shares for redemption pursuant to the procedures set forth herein.
		An abstention from voting on the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, each of the Elimination Proposals or the Incentive Plan Proposal presented to the stockholders will have the same effect as a vote “AGAINST” such proposals.
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 Camden without an indication of how the warrantholders or stockholders intend to vote on a proposal will be voted in favor of each proposal presented to warrantholders or stockholders, respectively.
		Stockholders will not be entitled to exercise their redemption rights if such stockholders return proxy cards to Camden 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 brokers.
Q. If I am not going to attend the Special Meeting of Warrantholders or the Special Meeting of Stockholders in person, should I return my proxy card instead?		A.  Yes. Whether or not you plan to attend the Special Meeting of Warrantholders or the Special Meeting of Stockholders, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the enclosed proxy card in the return envelope provided herewith as soon as possible, to ensure your shares are represented at the Special Meeting of Warrantholders or the Special Meeting of Stockholders.

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Q. If my Warrants or shares of Common Stock are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A.  No. You must instruct your broker, bank or nominee to vote your Warrants or shares of Common Stock in accordance with your instructions. You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your Warrants or shares as you instruct on the proxy card. If you sign and return the proxy card relating to the Special Meeting of Warrantholders, but do not give instructions on how to vote your Warrants, your Warrants will be voted as recommended by our board of directors “FOR” the Warrant Redemption Proposal and any other proposals presented to the warrantholders and, if you sign and return the proxy card relating to the Special Meeting of Stockholders, but do not give instructions on how to vote your shares of Common Stock, the shares will be voted, as recommended by our board of directors, “FOR” the Merger Proposal and the other proposals presented to the stockholders.
		If you do not provide instructions with your proxy or do not sign your proxy card your bank or broker may deliver a proxy card expressly indicating that it is NOT voting your Warrants or shares of Common Stock; this indication that a bank or broker is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purpose of determining the existence of a quorum, but will have the same effect as a vote “AGAINST” the proposals. You should instruct your broker to vote your Warrants or shares in accordance with directions you provide to your broker.
Q. May I change my vote after I have mailed my signed proxy card?		A.  Yes. Send a later-dated, signed proxy card to Camden’s corporate secretary at the address set forth below so that it is received by Camden’s corporate secretary prior to the Special Meeting of Warrantholders or Stockholders, as applicable, or attend the Special Meeting of Warrantholders or Stockholders in person and vote. You also may revoke your proxy by sending a notice of revocation to Camden’s corporate secretary, which must be received prior to the Special Meeting of Warrantholders or Stockholders, as applicable.
Q. What should I do with my stock, warrant and unit certificates?		A.  As soon as reasonably practicable after the effective time of the Transaction, Camden’s exchange agent will mail to each of Camden’s unitholders of record a letter of transmittal with instructions for use in surrendering the Camden Units.

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		Camden Units will cease to trade following the consummation of the Transaction and will automatically split into their component securities, one share of Common Stock and one Warrant (with such Warrant only representing the right to receive the Redemption Consideration). Upon surrender of a Unit for exchange to Camden’s exchange agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the exchange agent, such unitholder will be entitled to receive in exchange therefor Common Stock and the Redemption Consideration.
		All Warrants will only represent the right to receive the Redemption Consideration. Upon surrender of a Warrant for redemption, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the exchange agent, such warrantholder will be entitled to receive the Redemption Consideration.
		Camden stockholders who vote against the Transaction and exercise their redemption rights must deliver their shares to Camden’s transfer agent (either physically or electronically) as instructed by Camden or Camden’s transfer agent prior to the Special Meeting of Stockholders.
		If the Transaction is approved and you have not exercised your redemption rights, you will continue to hold your existing shares of Common Stock.
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 and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. If you are a holder of both Warrants and Common Stock, 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 Warrants and Common Stock.

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Q. Who can help answer my questions?		A.  If you have questions about the Transaction or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:    Donald W. Hughes, Secretary Camden Learning Corporation 500 East Pratt Street, Suite 1200 Baltimore, MD 2120 Tel: (410) 878-6800 Fax: (410) 878-6850    or    You may also obtain additional information about Camden from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find Additional Information.”
		If you intend to vote against the Transaction and seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to Camden’s transfer agent prior to the Special Meeting of Stockholders. 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) 845-3201

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SUMMARY

This summary highlights selected information from this proxy statement and is qualified in its entirety by the more detailed information included elsewhere in this proxy statement. Because this is a summary, it may not contain all of the information that is material or important to you. Accordingly, you should read this entire proxy statement carefully, including the section entitled “Risk Factors,” beginning on page 46 of this proxy statement, the Merger Agreement, attached hereto as Annex I, the Second Amended and Restated Certificate of Incorporation, attached hereto as Annex II, the Form of Amendment No. 1 to the Warrant Agreement, attached hereto as Annex III, the Incentive Plan, attached hereto as Annex IV and our reports filed with the Securities and Exchange Commission, referred to herein as the SEC, under the Securities Exchange Act of 1934, as amended, which is referred to herein as the Exchange Act, before making a decision. Please read these documents carefully as they are legal documents that govern the business combination and your rights in connection with the business combination. Please also see the section entitled “Where You Can Find Additional Information,” on page 225 of this proxy statement.

Information About the Companies

Camden Learning Corporation

Camden is a blank check company formed under the laws of the State of Delaware on April 10, 2007 to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more domestic or international assets or an operating business in the education industry. To date, our efforts have been limited to organizational activities, our initial public offering and the search for a suitable business combination.

A registration statement for our IPO was declared effective on November 29, 2007. On December 5, 2007, we sold 6,250,000 Units in our IPO at a price of $8.00 per Unit. Each Unit consists of one share of Common Stock, and one redeemable common stock purchase warrant. On December 19, 2007, we sold an additional 376,300 Units. Each Warrant entitles the holder to purchase from us one share of Common Stock at an exercise price of $5.50 commencing on the later of the completion of our business combination or November 29, 2009, and expiring on November 29, 2011. We may redeem the warrants at a price of $0.01 per warrant upon 30 days notice after the warrants become exercisable, only in the event the last sale price of the Common Stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given.

We received gross proceeds of approximately $53,010,400 (which includes the proceeds of a private placement of 2,800,000 warrants for $2,800,000 to our sponsor, Camden Learning, LLC) from the IPO, of which $52,389,984 was placed in a trust account for the benefit of our holders of Common Stock purchased in the IPO or in the after market. As of August 31, 2009, $52,487,764 was held on deposit in the trust account. No cash consideration is being paid in connection with the Transaction. Camden intends to use the funds held in the trust account to pay for transaction fees and expenses, tax obligations, deferred underwriting discounts and commissions, to pay stockholders who properly exercise their redemption rights, to purchase IPO Shares from holders thereof who indicate their intention to vote against the Transaction, to redeem the Warrants and for general corporate purposes of the combined entity following the consummation of the Transaction.

It is possible the present holders of 30% or more of the IPO Shares will vote against the Transaction and seek redemption of their IPO Shares into cash in accordance with Camden’s amended and restated certificate of incorporation. If such event were to occur, the Transaction could not be completed. In such event, the Warrants would expire worthless. To preclude such possibility, Camden, Dlorah and their respective officers, directors and stockholders may enter into arrangements to provide for the purchase of the IPO Shares from holders thereof who indicate their intention to vote against the Transaction and seek redemption or otherwise wish to sell their IPO Shares or into other arrangements that would induce holders of IPO Shares not to vote against the Merger Proposal. It is likely such arrangements would involve the purchase by Camden, after the Transaction, of the IPO Shares that were initially purchased by the persons or entities who enter into such arrangements using funds transferred to Camden from Camden’s trust account. As a consequence, it is likely that the amount of funds available to Camden following the Transaction 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 “Summary — Actions That May Be

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Taken to Secure Approval of Camden’s Stockholders.” Regardless of the specific arrangements made to purchase IPO Shares, there will be sufficient funds from the trust account to pay the holders of all IPO Shares who properly request redemption of such shares, and Camden will use such funds for such purpose.

If Camden is unable to complete the Transaction or another business combination by November 29, 2009, its corporate existence will automatically terminate and it will liquidate and promptly distribute to its holders of Common Stock purchased in the IPO or in the after market the amount in its trust account plus any remaining non-trust account funds after payment of its liabilities. In the event of its liquidation, Camden’s Warrants will expire worthless.

Camden’s Units, Common Stock and Warrants are currently listed on the OTC Bulletin Board under the symbols “CAEL.U,” “CAEL” and “CAEL.W”, respectively. The Company intends to apply to have the Common Stock listed on the NASDAQ Global Market or the NASDAQ Capital Market if it satisfies the relevant listing requirements, including a requirement to have a specified minimum number of shareholders. The Company does not expect to be eligible for listing as of the closing of the Transaction and as a result will likely continue to be listed on the OTCBB. The Units will cease to trade upon the consummation of the Transaction and the Warrants, if the Warrant Redemption Proposal is approved, will only represent the right to receive the Redemption Consideration upon the consummation of the Transaction.

The mailing address of Camden’s principal executive office is 500 East Pratt Street, Suite 1200, Baltimore, MD 21202. Its telephone number is (410) 878-6800.

Dlorah, Inc.

Dlorah owns and operates NAU, a private, for-profit, regionally-accredited university with locations in seven states, offering courses in traditional, accelerated and distance learning formats. In addition to its campus locations, NAU offers an extensive array of online program offerings. NAU offers undergraduate and graduate career-oriented technical and professional degree programs for traditional, working adult and international learners. NAU offers core academic programs in accounting, applied management, business administration, health care, and information technology. The graduate degree programs available include a Master of Business Administration and a Master of Management.

Dlorah also develops, leases and sells luxury condominiums, apartments and townhouses in Rapid City, South Dakota.

The mailing address of Dlorah’s principal executive office is 5301 South Highway 16, Suite 200, Rapid City, SD 57701. Its telephone number is (605) 721-5200.

The Warrant Redemption Proposal

Camden proposes to amend the Warrant Agreement governing its Warrants, to require redemption by Camden of all of the outstanding Warrants upon the consummation of the Transaction, at $0.50 per Warrant. If the Transaction is not consummated and Camden does not consummate an initial business combination by November 29, 2009, Camden will be required to liquidate and all the Warrants will expire worthless. Our Board of Directors has approved the amendment to the Warrant Agreement, the Warrant Redemption and the Warrant Redemption Proposal and believes they are in the best interest of the Company to have a consistent capital structure. The form of Amendment No. 1 to the Warrant Agreement is attached as Annex III to this proxy statement.

The Merger Proposal

Background and Transaction Consideration

On August 7, 2009, Camden, Merger Sub and Dlorah entered into that certain Agreement and Plan of Reorganization, on August 11, 2009 the parties executed that certain Amended and Restated Agreement and Plan of Reorganization, and on October 26, 2009, that certain Amendment No. 1 thereto (as amended, the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Dlorah, with Dlorah surviving and becoming the wholly-owned subsidiary of Camden.

As consideration for the Transaction, the security holders of Dlorah will receive: (i) 100,000 shares of Class A Stock, (ii) 2,800,000 Dlorah Warrants and (iii) 250,000 shares of Restricted Common Stock.

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The Class A Stock converts into 15,730,000 shares of Common Stock at a ratio of 157.3 shares of Common Stock for every 1 share of Class A Stock. Notwithstanding the number of shares of Common Stock into which the Class A Stock is convertible as set forth above, if on the date of the closing of the Transaction, the Transaction Consideration does not represent at least 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible shall be adjusted upward so that the Transaction Consideration would represent 74.4% of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis as of such date. However, if on the date of the closing of the Transaction, the Transaction Consideration represents 74.4% or more of the issued and outstanding capital stock of Camden on an as-converted and fully diluted basis, then there shall be no adjustment to the number of shares of Common Stock into which the Class A Stock is convertible. For purposes of calculating the Transaction Consideration and the number of shares of issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, the number of shares of Common Stock constituting the Dlorah Warrants shall be 855,556 shares (based on a cashless exercise of the 2,800,000 Dlorah Warrants using a fair market value of $7.92 per share). Additionally, if the average of the closing sales price of the Common Stock on the trading market during the 10 trading day period ending immediately preceding the closing of the Transaction is less than $7.00 per share, then the number of shares of Common Stock into which a share of Class A Stock is convertible shall be increased such that the aggregate value of the Class A Stock and the Dlorah Warrants would have the same aggregate value as if the average of the closing sales price of the Common Stock were $7.00 per share. The Class A Stock is convertible into Common Stock at any time at the option of the holders and will automatically convert on December 1, 2011.

The holders of Class A Stock shall be entitled to a quarterly accruing dividend equal to $0.11 (for a total of $0.44 per year) per share of Common Stock into which such Class A Stock is convertible, paid when and if declared by the Company’s Board of Directors. If a dividend is paid on the Class A Stock, there shall also be a dividend paid to holders of Common Stock equal to one-fourth of the per share amount of any Class A Stock dividend paid. Dividends payable to the holders of Common Stock shall accrue and be payable on the same basis and at the same time as any dividends are paid on the Class A Stock. Assuming the conversion ratio is 157.3 shares of Common Stock for every 1 share of Class A Stock outstanding and all shares of Class A Stock issued upon consummation of the Transaction remain outstanding as of December 1, 2011, the total cost of the dividend payment for the Class A Stock is expected to be $13,842,400. Upon such payment, the holders of Common Stock would also receive a payment equal to one-fourth the per-share amount paid to the holders of Class A Stock. On December 1, 2011, all then outstanding shares of Class A Stock shall automatically be converted into shares of Common Stock at the then effective conversion ratio, and all accrued but unpaid dividends shall be paid to the holders thereof.

If the stockholders of Camden approve the Transaction and (i) approve the Name Change Proposal, Camden will be renamed “National American University Holdings, Inc.”; (ii) approve the Increase in Authorized Proposal, Camden’s amended and restated certificate of incorporation will be further amended and restated to increase the authorized capital from 20,000,000 shares of Common Stock to 50,000,000 shares of Common Stock; (iii) approve the Class A Stock Proposal, 100,000 shares of Class A Common Stock will be created; and (iv) approve each of the Elimination Proposals, Camden’s corporate existence will be changed to become perpetual, certain special purpose acquisition company-related provisions will be eliminated and there will be one class of directors. Further, if the Incentive Plan Proposal is approved, Camden will adopt the Incentive Plan to provide the granting of options and other stock-based or stock-denominated awards.

Camden and Dlorah plan to consummate the Transaction as promptly as practicable after the Special Meeting of Stockholders; provided that:

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See the description of the Merger Agreement in the section entitled “The Merger Agreement” beginning on page 121. The Merger Agreement is included as Annex I to this proxy statement. We encourage you to read the Merger Agreement in its entirety.

Under the terms of Camden’s amended and restated certificate of incorporation, Camden may proceed with the Transaction notwithstanding that up to one share less than 30% of Camden’s stockholders elect to vote against the Transaction and redeem their shares of Common Stock into cash.

Sponsor Share Purchase Obligations

Camden Learning, our sponsor, has purchased 503,187 shares of Common Stock in the open market at an average price of $7.90 per share, for an aggregate of $4,000,000. Such purchases have been made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Camden Learning has agreed to vote all such shares of Common Stock purchased in the open market in favor of the Transaction, representing a maximum aggregate of 8% of the shares entitled to vote on the Transaction. Unless the Transaction or another business combination is approved by our stockholders, Camden Learning has agreed not to sell such shares of Common Stock acquired pursuant to these purchase obligations, provided it will be entitled to participate in any liquidating distributions with respect to such shares purchased in the open market.

In addition, the Company’s sponsor beneficially holds 4,777,700 warrants, 265,200 of which were purchased in the open market pursuant to a 10b5-1 plan, 212,500 of which were purchased in the IPO, 1,500,000 of which were purchased in the open market and 2,800,000 of which are private warrants not subject to the Warrant Redemption Proposal. Such ownership represents approximately 50.7% of the warrants entitled to vote on the Warrant Redemption Proposal. The sponsor has advised us that it intends to vote all such warrants, including its private warrants, in favor of the Warrant Redemption Proposal.

Closing of the Transaction

The closing of the Transaction will take place promptly following the satisfaction of the conditions described below under the subsection entitled, “Conditions to the Closing of the Transaction,” unless Camden and Dlorah agree to another time. The Transaction is expected to be consummated promptly after the Special Meeting of Stockholders.

Conditions to the Closing of the Transaction

The obligations of Camden and Dlorah to consummate the Transaction are subject to the satisfaction or waiver of the specified conditions set forth in the Merger Agreement, including the approval of the Warrant Redemption Proposal.

Termination

The Merger Agreement may be terminated, and the transactions contemplated by the Merger Agreement may be abandoned at any time, by mutual written consent of each of Dlorah and Camden or by Camden or Dlorah individually under certain circumstances.

Effect of Termination

In the event of proper termination by either Camden or Dlorah, the Merger Agreement will become void and have no effect, without any liability or obligation on the part of Camden or Dlorah, except that nothing shall relieve any party from liability for any fraud committed by the willful breach of the Merger Agreement prior to termination.

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 Transaction is consummated.

United States Income Tax Consequences

We do not expect the stockholders of Camden to have United State federal income tax consequences resulting from the Transaction, except to the extent they exercise their redemption rights.

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A stockholder who exercises redemption rights will generally be required to recognize capital gain or loss upon the redemption, if such shares were held as a capital asset on the date of the Transaction. This gain or loss will be measured by the difference between the amount of cash received and the stockholder’s tax basis in the redeemed shares. The gain or loss will be short-term gain or loss if the acquisition closes as scheduled, but may be long-term gain or loss if the closing is postponed.

All stockholders are urged to consult their own tax advisors to determine their particular tax consequences. We base this discussion on the provisions of the Internal Revenue Code of 1986, as amended, applicable current United States Treasury Regulations, judicial authority, and administrative rulings and practice, in each case as in effect of the date hereof, and all of which are subject to change, possibly on a retroactive basis.

A warrantholder will recognize gain or loss for federal income tax purposes in connection with the Warrant Redemption. Assuming the warrant is held as a capital asset, the warrantholder will recognize capital gain or loss equal to the difference between the warrantholder’s adjusted tax basis and the $0.50 per Warrant redemption price.

For a description of the material federal income tax consequences of the Transaction, please see the information set forth in “The Transaction Proposal — Material Federal Income Tax Consequences of the Transaction.”

Anticipated Accounting Treatment

The Transaction will be accounted for as an equity recapitalization of Dlorah, reflecting the substance of the Transaction as a capital transaction whereby Dlorah is issuing stock for the net monetary assets of Camden. The costs of the Transaction will therefore not be recorded as an expense within the income statement, but will be charged directly to equity.

Dissenter and Appraisal Rights

No dissenters’ or appraisal rights are available under the Delaware General Corporation Law to the stockholders of Camden in connection with the proposals. Any stockholder of Camden holding IPO Shares who votes against the Merger Proposal may, at the same time, demand that Camden redeem his shares for a pro rata portion of the trust account. If the holders of 30%, or 1,987,890, or more of the IPO Shares vote against the Merger Proposal and demand redemption, Camden will not be able to consummate the Transaction. The only rights for those stockholders voting against the Transaction who wish to receive cash for their shares is to properly exercise their redemption rights.

All of the holders of Dlorah’s common stock have approved the Merger Proposal by written consent, and thus have waived any dissenters’ or appraisal rights.

Redemption Rights

Pursuant to Camden’s amended and restated certificate of incorporation, a holder of IPO Shares may, if the stockholder affirmatively votes against the Transaction, demand that Camden redeem such shares for cash if the Transaction is consummated. See the section entitled “Special Meeting of Camden Stockholders —  Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. If properly demanded, Camden will redeem each such IPO Share into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Transaction. As of August 31, 2009, this would amount to approximately $7.92 per share.

If you exercise your redemption rights, you will be exchanging your IPO Shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if (1) you vote against the Transaction, (2) properly demand redemption, (3) tender your stock (either physically or electronically) to Camden’s transfer agent prior to the Special Meeting of Stockholders and (4) the Transaction is consummated.

Liquidation if No Business Combination

If Camden is unable to complete the Transaction or another business combination by November 29, 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 IPO Shares will receive an amount equal to the amount

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of funds in the trust account, inclusive of interest not previously released to Camden, as well as any remaining net assets outside of the trust account, at the time of the liquidation distribution, divided by the number of IPO Shares. Although both the per share liquidation price and the per share redemption price are equal to the amount in the trust account divided by the number of IPO Shares, the amount a holder of IPO Shares would receive at liquidation may be more or less than the amount such a holder would have received had it sought redemption of its shares in connection with the Transaction because: (1) 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 redemption, and (2) Camden will incur expenses it otherwise would not incur if Camden consummates the Transaction, including, potentially, claims or reserves for claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Camden Learning will be 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 Camden for services rendered or products sold to it, but only if such target business, vendor or other entity did not execute a waiver. While Camden has no reason to believe the sponsor will not be able to satisfy those obligations, there cannot be any assurance to that effect. See the section entitled “Business of Camden — Liquidation If No Business Combination” for additional information.

Management of the Combined Company Following the Business Combination

Following consummation of the Transaction, the board of directors of: (1) Dlorah shall be Mr. Robert Buckingham, Dr. Jerry Gallentine and David L. Warnock, and (2) the Company shall consist of six members, four of whom are to be selected by Dlorah (comprised of Mr. Buckingham, Dr. Gallentine, Dr. R. John Reynolds and Dr. Thomas D. Saban) and two of whom are to be selected by Camden (one of whom will be Mr. Warnock). Drs. Reynolds and Saban are “independent directors” as that term is used in the NASDAQ Stock Market Rules, both of whom are qualified to serve on the Company’s audit committee following the closing of the Transaction. The remaining board member shall also be an “independent director” under the NASDAQ Stock Market Rules and shall be qualified to serve on the Company's audit committee following the closing of the Transaction. Mr. Buckingham shall initially serve as the Chairman of the Board of both the Company and Dlorah, until his resignation or removal. Additionally, there shall be named an Executive Committee of the Board of Directors of the Company comprised of Mr. Buckingham (who shall be Chairman), Mr. Warnock and Dr. Gallentine, with such rights and powers as shall be set forth in an Executive Committee Charter to be in effect immediately upon consummation of the Transaction. If the requirements of any trading market on which the Company seeks to have the shares of Common Stock listed immediately following consummation of the Transaction require a majority of independent directors, the Board of Directors of the Company shall consist of seven members, with Dlorah selecting the additional member.

As of the closing of the Transaction, the Board of Directors of the Company shall create a separate operating body of Dlorah, such body to be named the Board of Governors. The Board of Governors will have responsibility for the operation of NAU, including the academic function and mission of NAU, and will have such other rights and powers as are designated to it by the Company’s Board of Directors in a Board of Governors Charter, in form and substance to be agreed upon by the Company and Dlorah and to be in effect immediately upon consummation of the Transaction. The Board of Governors will initially consist of the following individuals: Mr. Robert Buckingham, Dr. Gallentine, Linda Copper, Richard Halbert, Susan Livingston, Dr. Richard Mosier and Edward Yelick.

Upon the consummation of the Transaction, the Company’s Board of Directors shall appoint and designate as its officers: (i) Dr. Gallentine as President, (ii) Dr. Ronald Shape as Chief Executive Officer and interim Chief Financial Officer, and (iii) Dr. Samuel Kerr as Provost, Secretary and General Counsel. With respect to Dlorah, Dr. Gallentine shall be named as the President, Dr. Shape shall be named Chief Executive Officer and Interim Chief Financial Officer, and Dr. Kerr shall be named Secretary and General Counsel. Michael Buckingham shall be named President of Dlorah’s real estate division. Following the closing, Dlorah will commence a search for a new Chief Financial Officer to replace Dr. Shape in his role as the interim Chief Financial Officer of the Company and Dlorah. If, upon the consummation of the Transaction, a vacancy exists on the Board of Directors or in any office of the Company, such vacancy may thereafter be filled in the manner provided by the Company’s organizational documents or the law.

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Certain Benefits of Camden’s Directors and Officers and Others in the Transaction

When you consider the recommendation of Camden’s Board of Directors in favor of approval of the Merger Proposal, you should keep in mind that Camden’s directors and officers have interests in the Transaction that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Additionally, upon consummation of the Transaction, Morgan Joseph & Co. Inc., the underwriters of Camden’s IPO, will be entitled to receive $1,750,000 of deferred underwriting discounts and commissions.

Actions That May Be Taken to Secure Approval of Camden’s Securityholders

If holders of 30% or more of the IPO Shares vote against the Transaction and seek redemption of their IPO Shares for cash in accordance with Camden’s amended and restated certificate of incorporation, the Transaction will not be completed. Furthermore, if a majority in interest of the Warrants does not vote in favor of the Warrant Redemption Proposal, the Transaction will not be completed. To preclude such possibilities, Camden, its sponsors, officers and directors or Dlorah or its officers and directors, or any of their respective affiliates, may negotiate arrangements to provide for the purchase of IPO Shares from some holders of IPO Shares who indicate their intention to vote against the Transaction and seek redemption or otherwise wish to sell their IPO Shares and those securityholders who indicate their intention to vote against the Warrant Redemption Proposal. These arrangements might also include arrangements to provide such securityholders with incentives to vote in favor of the Merger Proposal or Warrant Redemption Proposal (as applicable).

Definitive arrangements have not yet been entered into for any such transaction but might include:

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As a result of the purchases that may be effected through such arrangements, it is likely the number of shares of Common Stock in our public float following the Transaction will be significantly reduced and the number of beneficial holders of Camden’s securities also will be reduced. Among other potential adverse effects, this reduction in beneficial holders may make it difficult to list or maintain the listing and trading of Camden’s securities on a national securities exchange, including NASDAQ.

In the event any purchases or arrangements for the purchase of Company securities are made by Camden, Dlorah or affiliates of either of them after the mailing of this proxy statement to warrantholders and stockholders but prior to the Special Meetings of Warrantholders and Stockholders, respectively, Camden will file a Current Report on Form 8-K within four business days of such purchases or arrangements prior to the Special Meetings of Warrantholders and Stockholders. Any such report will include a description of significant purchases made by any of the aforementioned persons. If Camden’s directors or officers make purchases pursuant to such arrangements, they will be required to report these purchases on beneficial ownership reports filed within two business days with the Securities and Exchange Commission.

Any IPO Shares (or Warrants) purchased by, and delivered to, Camden prior to the Special Meeting of Stockholders (or Warrantholders) will not be considered outstanding for purposes of the Special Meeting of Stockholders (or Warrantholders) and will therefore not be permitted to vote at the Special Meeting of Stockholders (or Warrantholders). While Camden’s IPO prospectus did disclose that its then current directors and officers were free to purchase Common Stock in the aftermarket, it did not expressly describe the possibility that Camden itself could make any such purchases of its securities. In the event IPO Shares (or Warrants) are purchased by, and delivered to, Camden prior to the Special Meeting of Stockholders (or Warrantholders), such securities would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at each respective Special Meeting. Therefore, this would reduce: (i) the number of public shares (or Warrants) outstanding and entitled to vote on each matter and (ii) the number of public shares (or Warrants) required to be voted in favor of the Transaction to obtain approval by (a) stockholders holding a majority of the IPO Shares purchased and (b) a majority in interest of Warrants. Conversely, if Camden’s directors and officers or Camden Learning, purchased such shares (or Warrants), those shares (or Warrants) would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of public shares (or Warrants) required to be voted in favor of such proposals by a number of shares (or Warrants) equal to those purchased.

The purpose of such arrangements would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the IPO Shares vote in favor of the Transaction and that holders of fewer than 30% of the IPO Shares vote against the Merger Proposal and demand redemption of their IPO Shares for cash where it appears that such requirements would otherwise not be met and that the Warrant Redemption Proposal would be approved. All shares (or Warrants) purchased pursuant to such arrangements would be voted by their current beneficial holder in favor of each proposal presented at the Special Meetings. If, for some reason, the Transaction is not closed despite such purchases, the purchasers (and sellers whose sale of shares was contingent upon the closing of the Transaction) would be entitled to participate in liquidation distributions from Camden’s trust account with respect to the IPO Shares owned.

Purchases pursuant to such arrangements ultimately paid for with funds in Camden’s trust account would diminish the funds available after the Transaction for working capital and general corporate purposes. Nevertheless, in all events there will be sufficient funds available to the Company from the trust account to pay the holders of all IPO Shares that are properly redeemed.

If the described transactions are effected, the consequence could be to cause the Transaction to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares (or

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Warrants) by the persons or entities described above would allow them to exert more influence over the approval of the Merger Proposal, the Warrant Redemption Proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of 30% or more of the IPO Shares will vote against the Merger Proposal and exercise their redemption rights.

It is possible the Special Meetings of Warrantholders and Stockholders could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the Special Meeting of Warrantholders or the Special Meeting of Stockholders, it appears the requisite vote will not be obtained or that the limitation on redemption will be exceeded. Also, under Delaware law and our bylaws, the board of directors may postpone the Special Meeting of Warrantholders and the Special Meeting of Stockholders at any time prior to it being called to order in order to provide time to seek out and negotiate such transactions.

Rescission Rights

Each holder of IPO Shares at the time of the Transaction who does not redeem his shares into cash may have securities law claims against Camden 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) on the basis of, for example, Camden’s IPO prospectus not disclosing that funds in its trust account might be used, directly or indirectly, to purchase the Company’s securities in order to secure approval of Camden’s stockholders for the Transaction or for the Warrant Redemption or due to the fact that any Founders’ Shares may be transferred to securityholders to secure approval of the Transaction or Warrant Redemption and that, if transferred, such shares will, in all likelihood, be released from escrow and free of the lock up restrictions.

Such claims may entitle stockholders asserting them to up to $8.00 per share, based on the initial offering price of the Units, less any amount received from sale or fair market value of the warrants purchased as part of the Units, plus interest from the date of Camden’s IPO (which, in the case of holders of IPO Shares, may be more than the pro rata share of the trust account to which they are entitled on redemption or liquidation).

In general, a person who purchased securities 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 Transaction 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 other holders of IPO Shares, may pursue such claims. Neither Camden nor Dlorah can predict whether stockholders will bring such claims, how many might bring them or the extent to which such claims might be successful.

Opinion of Signal Hill Capital Group LLC

Pursuant to an engagement letter dated May 1, 2009, we engaged Signal Hill Capital Group LLC (“Signal Hill”) as an independent financial advisor to provide to our board of directors an opinion as to (i) the fairness, from a financial point of view, to Camden of the consideration to be paid by Camden in the Transaction and (ii) whether Dlorah has a fair market value equal to at least 80% of the amount in our Trust Account (less the deferred underwriting discount and commissions and taxes payable). Camden’s board of directors decided to use the services of Signal Hill Capital Group LLC because it is an investment banking firm that regularly evaluates businesses and their securities in connection with acquisitions, corporate restructurings, private placements and for other purposes.

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On June 17, 2009, Signal Hill made an oral presentation to our board of directors (which was subsequently confirmed in writing on August 7, 2009). Signal Hill’s opinion, which was rendered to our board of directors, stated that, as of August 7, 2009, and based upon and subject to the assumptions made, matters considered and limitations on its review as set forth in the opinion, (i) the consideration to be paid by Camden in the Transaction was fair to Camden from a financial point of view and (ii) the fair market value of Dlorah was at least equal to 80% of the amount in our Trust Account (less the deferred underwriting discount and commissions and taxes payable).

The amount of consideration to be paid for Dlorah was determined pursuant to negotiations between Camden and Dlorah and not pursuant to recommendations of Signal Hill. The Signal Hill opinion is not a recommendation as to how any stockholder should vote or act with respect to any matters relating to the Transaction (including, without limitation, with respect to the exercise of rights to redeem the Common Stock for cash). Further, the Signal Hill opinion does not in any manner address the underlying business decision of Camden to engage in the Transaction or the relative merits of the Transaction as compared to any alternative business transaction or strategy (including liquidation of Camden after not completing a business combination transaction within the allotted time). The decision as to whether to approve the Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Signal Hill opinion is based. To the extent the number of shares of Common Stock into which the Class A Stock is convertible is increased above 15,730,000, or if the terms of the Transaction change after the issuance of the opinion, the fairness opinion cannot and should not be relied upon. In any such event, Camden's board of directors has determined not to re-solicit stockholder approval of the Merger Proposal or obtain a new fairness opinion, and, to the extent the current fairness opinion does not satisfy the closing condition set forth in the Merger Agreement, has determined to waive its closing condition requiring it to have received a fairness opinion. Although the Transaction Consideration has been modified since the date of the fairness opinion, Camden’s board of directors continues to rely on the conclusions set forth therein and believes continued inclusion of the fairness opinion and the analyses undertaken in connection therewith continue to be relevant as the Transaction Consideration has been lowered. Camden has determined not to seek an updated fairness opinion, in part based on the time and expense involved, as well as due to the fact Camden believes the conclusions in the current fairness opinion regarding satisfaction of the 80% test continue to be of benefit to public stockholders in making a determination as to the financial merits of the Transaction. Signal Hill has not requested withdrawal or modification of the opinion and has confirmed its agreement to the disclosure contained herein, as well as to the continued inclusion of its fairness opinion in this proxy. The full text of the Signal Hill written opinion, attached hereto as Annex V, is incorporated by reference into this proxy statement. You are encouraged to read the Signal Hill opinion carefully and in its entirety for a description of the assumptions made, matters considered, procedures followed and limitations on the review undertaken by Signal Hill in rendering its opinion. The summary of the Signal Hill opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

Regulatory Matters

The Transaction is or may be subject to various federal, state and accreditor requirements or approvals, including those from the U.S. Department of Education, Higher Learning Commission of the North Central Association of Colleges and Schools, National League for Nursing Accrediting Commission, Commission on Accreditation of Allied Health Education Programs, Colorado Commission on Higher Education, Kansas Board of Regents, Minnesota Office of Higher Education, Missouri Coordinating Board for Higher Education, New Mexico Higher Education Department, South Dakota Board of Regents, Texas Higher Education Coordinating Board, and the states of Delaware and South Dakota necessary to effectuate the Transaction.

Proxies

Proxies may be solicited by mail, telephone or in person. Camden has engaged Morrow & Co., LLC to assist in the solicitation of proxies. If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the Special Meeting of Warrantholders and the Special Meeting of Stockholders. You may also change your vote by submitting a later-dated proxy as described in the section entitled “Revoking Your Proxy.”

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The Name Change Proposal

Our Board of Directors has approved a resolution to amend our amended and restated certificate of incorporation to change our name from “Camden Learning Corporation” to “National American University Holdings, Inc.” in order to properly identify our post-Transaction business and to provide a consistent and comprehensive identity with Dlorah and its divisions, affiliates and subsidiaries. Our Board of Directors believes that the new name will more accurately reflect our post-Transaction business and the activities of Dlorah and create a consistent and effective message to the public.

The Increase in Authorized Proposal

Our Board of Directors has approved a resolution to amend our amended and restated certificate of incorporation to increase our authorized capital stock from 21,000,000 shares, consisting of 20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, to 51,100,000 shares, consisting of 50,000,000 shares of Common Stock, 100,000 shares of Class A Stock and 1,000,000 shares of Preferred Stock, with a portion of such shares being issued to the stockholders of Dlorah, or reserved for issuance, in connection with the Transaction. As of November 5, 2009, there were 8,188,800 issued and outstanding shares of Common Stock and 9,426,300 shares of Common Stock reserved for issuance pursuant to outstanding options and warrants. Pursuant to the Merger Agreement, the Company must reserve for issuance an aggregate of 18,780,000 shares of Common Stock as consideration for the Transaction, subject to adjustment based on the exact number of outstanding shares of capital stock as of the closing.

The Class A Stock Proposal

Our Board of Directors has approved a resolution to amend our amended and restated certificate of incorporation to create a new class of common stock of the Company to be designated Class A Common Stock, par value $0.0001 per share. The Class A Stock Proposal is being proposed by the Board of Directors in order to issue the 100,000 Class A Shares as part of the consideration due to Dlorah’s stockholders upon consummation of the Transaction. The effectiveness of this proposal is conditioned upon approval of the Merger Proposal.

The Elimination Proposals

Our Board of Directors has approved a resolution to amend our amended and restated certificate of incorporation to eliminate certain special purpose acquisition company provisions therein, which will among other things, provide for Camden’s perpetual existence following the Transaction and for one class of directors and require the holding of corporate funds in a trust account. Our Board of Directors believes these provisions are not appropriate following the Transaction as Camden will no longer be a special purpose acquisition company. As such, our Board of Directors believes that the elimination of these provisions will assist the post-Transaction Company in achieving its corporate objectives.

The Incentive Plan Proposal

Our Board of Directors has approved a resolution, and is seeking stockholder approval, for the adoption of the Incentive Plan which will provide for the granting of options and other stock-based or stock-denominated awards. The material terms of such plan are: (i) 1,300,000 shares of Common Stock will be reserved for issuance; (ii) the Incentive Plan will be administered by the Company’s Board of Directors, or a committee thereof, and any particular terms of a grant or award shall be at the board’s or such committee’s discretion; and (iii) the Incentive Plan will become effective upon the closing of the Transaction.

The Special Meeting of Warrantholders and the Special Meeting of Stockholders

Vote of Camden Founders

As of November 5, 2009, the record date for the Special Meeting of Stockholders, our sponsor beneficially owned and was entitled to vote, collectively with 104,166 shares held by certain of our directors, an aggregate of 2,278,187 shares of Common Stock (“Founders’ Shares”). The Founders’ Shares constituted approximately 27.82% of the outstanding shares of Common Stock as of the Record Date. Furthermore, our sponsor, who is our only initial stockholder, officer, director or affiliate owning warrants, owns 4,777,700

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warrants, representing approximately 50.7% of the total Warrants issued and outstanding, of which 2,800,000 are private warrants not subject to the Warrant Redemption Proposal. Our sponsor has advised us that it intends to vote all such warrants, including its private warrants, in favor of the Warrant Redemption Proposal.

In connection with the IPO, Camden and the representative of the underwriters of the IPO entered into agreements with Camden Learning pursuant to which Camden Learning agreed to vote the Founders’ Shares on the Merger Proposal in accordance with the majority of the votes cast by the holders of IPO Shares. However, this voting arrangement does not apply to any shares of Common Stock purchased in the IPO or in the aftermarket by Camden Learning or any of our officers and directors. Accordingly, they may vote such shares of Common Stock in connection with any of the proposals set forth herein any way they choose. Nonetheless, Camden Learning and such officers and directors have waived any redemption rights, including with respect to shares of Common Stock purchased in the IPO or in the aftermarket, and have indicated they intend to vote “FOR” all proposals submitted at the Special Meeting of Stockholders. The Founders’ Shares have no liquidation rights and will be worthless if no business combination is effected by Camden.

In addition, our sponsor has agreed to vote all shares of Common Stock acquired in the after market described above in favor of the Transaction, representing a maximum aggregate of 8% of the shares entitled to vote on the Transaction.

Date, Time and Place of Special Meeting of Camden’s Warrantholders and Stockholders

The Special Meeting of Warrantholders will be held at 10:00 a.m. New York time, on November 23, 2009, at the offices of Ellenoff Grossman & Schole LLP, Camden’s counsel, at 150 East 42nd Street, 11th Floor New York, New York 10017. The Special Meeting of Stockholders will be held at the same location, at 10:30 a.m., New York time, on November 23, 2009.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting of Warrantholders or Special Meeting of Stockholders if you owned Warrants or shares of Common Stock, respectively, at the close of business on November 5, 2009, which is the Record Date for the Special Meeting of Warrantholders and the Special Meeting of Stockholders. You will have one vote for each Warrant and one vote for each share of Common Stock you owned at the close of business on the Record Date. If your Warrants or shares of Common Stock 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 or shares of Common Stock you beneficially own are properly counted. On the Record Date, there were 9,426,300 Warrants outstanding and 8,188,800 shares of Common Stock outstanding, of which 6,626,300 were IPO Shares and 1,562,500 were shares held by our sponsor and certain officers and directors that were acquired prior to the IPO.

Quorum and Vote of Camden Warrantholders

A quorum of Camden warrantholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of Warrantholders if a majority in interest of the outstanding Warrants is represented in person or by proxy.

The approval of the Warrant Redemption Proposal will require the affirmative vote of the holders of a majority in interest of the currently issued and outstanding Warrants as of the Record Date.

Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Warrant Redemption Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the same affect as a vote “AGAINST” the Warrant Redemption Proposal.

Quorum and Vote of Camden Stockholders

A quorum of Camden stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of Stockholders if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting of Stockholders is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

The approval of the Merger Proposal will require the affirmative vote of a majority of the shares of issued and outstanding Common Stock voted by stockholders present (in person or represented by proxy) and

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entitled to vote at the Special Meeting of Stockholders. The Transaction will not be consummated if the holders of 30% or more of the IPO Shares (1,987,890 shares or more) vote against the Merger Proposal and properly demand redemption of their IPO Shares for cash. Please note you cannot seek redemption of your shares unless you vote against the Merger Proposal and affirmatively elect to have your shares redeemed.

The approval of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, and each of the Elimination Proposals will each require the affirmative vote of a majority of the shares of the Common Stock issued and outstanding as of the Record Date. The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the shares of the Common Stock that are present in person or by proxy and entitled to vote thereon at the Special Meeting of Stockholders.

The broker non-votes or abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, each of the Elimination Proposals and the Incentive Plan Proposal. The failure to vote on the Merger Proposal or the Incentive Proposal will neither be counted as “FOR” nor “AGAINST” those proposals. The failure to vote on the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal or each of the Elimination Proposals will have the same effect as a vote “AGAINST” those proposals.

Relation of Proposals

Each of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposals and the Incentive Plan Proposal are conditioned upon the approval of the Merger Proposal and, in the event the Merger Proposal does not receive the necessary approval, Camden will not complete any of the transactions identified in any of the proposals. In the event any or all of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposals and the Incentive Plan Proposal are not approved but the Merger Proposal is approved, we may still consummate the Transaction if the conditions in the Merger Agreement requiring the approval of such proposals are waived. The approval of the Warrant Redemption Proposal is a condition to the consummation of the Transaction.

Risk Factors

In evaluating the proposals described herein, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our Board of Directors. We and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. These parties will not be paid any additional compensation for soliciting proxies. Morrow & Co., LLC, a proxy solicitation firm that we have engaged to assist us in soliciting proxies, will be paid a fee of $12,500 plus out-of-pocket expenses. Such fees will be paid with non-trust account funds. We expect that the total fees and related expenses of Morrow & Co., LLC will not exceed $37,500.

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

Recommendation to Camden Warrantholders

After careful consideration of the Warrant Redemption, Camden’s Board of Directors has determined unanimously that the Warrant Redemption is fair to, and in the best interests of, Camden and its warrantholders. Accordingly, Camden’s Board has unanimously approved, declared advisable and recommends that the warrantholders vote or instruct their vote to be cast “FOR” the Warrant Redemption Proposal.

Recommendation to Camden Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, Camden’s Board of Directors has determined unanimously that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, Camden and its stockholders. Accordingly, Camden’s Board has unanimously approved and declared advisable the Transaction and unanimously recommends that the stockholders vote or instruct their vote to be cast “FOR” the Merger Proposal.

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Camden’s Board of Directors has determined unanimously that the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, each of the Elimination Proposals and the Incentive Plan Proposal are each fair to, and in the best interest of, Camden and its stockholders. Accordingly, Camden’s Board of Directors has unanimously approved and declared advisable the respective proposals and unanimously recommends you vote or instruct your vote to be cast “FOR” the approval of the Name Change Proposal, the Increase in Authorized Proposal, the Class A Stock Proposal, the Elimination Proposal and the Incentive Plan Proposal.

Interests of Morgan Joseph in the Transaction

Morgan Joseph & Co. Inc. served as an underwriter in our IPO and agreed to defer $1,750,000 of its underwriting discounts and commissions until after the consummation of a business combination. Morgan Joseph did not provide any fairness opinion or formal analysis of the value of Dlorah, the Transaction or the consideration for the Transaction to the Board of Camden. The deferred amount payable in connection with the IPO will be paid out of the trust account only if we consummate the Transaction. Morgan Joseph, therefore, has an interest in our consummating the Transaction that will result in the payment of its deferred compensation. In exchange for increasing its deferred underwriter compensation from $1,590,312 to $1,750,000, Morgan Joseph agreed to the cancellation of its option to purchase 625,000 units at a price of $9.60 per unit, which was received as consideration as underwriters in our IPO.

Interests of Stifel Nicolaus in the Transaction

Stifel, Nicolaus & Company, Incorporated, a national investment banking firm, advised Dlorah in connection with the Transaction and will be compensated approximately $1,750,000 if the Transaction closes. Dlorah has also requested Stifel Nicolaus to identify and/or introduce potential investors to Dlorah, and in doing so Stifel Nicolaus may be deemed to be engaging in the solicitation of proxies on behalf of our Board of Directors. Stifel Nicolaus will not receive any additional compensation from Dlorah, Camden or any other party in connection with these additional activities other than the fee described above upon closing of the Transaction. In addition, Dlorah agreed to reimburse Stifel Nicolaus for certain of its reasonable out-of-pocket expenses, not to exceed $75,000, incurred in connection with the services rendered by Stifel Nicolaus. Dlorah also has agreed to indemnify Stifel Nicolaus and certain related parties for certain liabilities.

Interests of Signal Hill in the Transaction

Signal Hill rendered a fairness opinion to our board of directors and earned a fee of $225,000 for its services. No portion of the fee is contingent upon the consummation of the Transaction or the conclusions set forth in Signal Hill’s opinion. In addition, we agreed to reimburse Signal Hill for certain of its reasonable out-of-pocket expenses, not to exceed $15,000, incurred in connection with the services rendered by Signal Hill. We have also agreed to indemnify Signal Hill and certain related parties for certain liabilities.

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SELECTED HISTORICAL FINANCIAL INFORMATION

Camden and Dlorah are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Transaction.

Dlorah’s balance sheet data and statements of operations and cash flow data for the three months ended August 31, 2009 and 2008 and for the fiscal years ended May 31, 2009, 2008 and 2007, which are derived from Dlorah’s year end audited financial statements and interim unaudited financial statements, are included elsewhere in this proxy statement. The information for the fiscal years ended May 31, 2006 and 2005 was derived from Dlorah’s unaudited financial statements not included in this proxy statement.

Camden’s balance sheet as of August 31, 2009, May 31, 2009 and 2008, and statements of operations for the three months ended August 31, 2009 and 2008 and for the fiscal years ended May 31, 2009 and 2008, and for the cumulative period from April 10, 2007 (inception) through August 31, 2009, which are derived from Camden’s year end audited financial statements and interim unaudited financial statements, are included elsewhere in this proxy statement.

Because Merger Sub was incorporated on July 21, 2009 and has no operating history, Merger Sub does not have any historical financial statements for any period.

The information is only a summary and should be read in conjunction with each of Camden’s and Dlorah’s historical financial statements and related notes and “Camden Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Dlorah 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 are not indicative of the future performance of Dlorah.

Camden Learning Corporation Selected Historical Financial Information

Statement of Operations

		Three Months Ended Aug 31, 2009				Three Months Ended Aug 31, 2008				Year Ended May 31, 2009				Year Ended May 31, 2008				Unaudited For the Period from April 10, 2007 (Inception) to May 31, 2007				For the Period from April 10, 2007 (Inception) Through Aug 31, 2009
		(unaudited)				(unaudited)																(unaudited)
Interest Income		$	3,624			$	265,325			$	377,546			$	826,833			$	—			$	1,205,866
Operating costs			(830,582	)			(105,333	)			(906,812	)			(330,336	)			(3,267	)			(2,068,860	)
(Provision) benefit for income taxes			988				(67,192	)			114,379				(195,357	)			—				(79,990	)
Net (loss) income		$	(825,970	)		$	92,800			$	(414,887	)		$	301,140			$	(3,267	)		$	(942,984	)
Net income (loss) per share		$	(0.10	)		$	0.01			$	(0.05	)		$	0.06				—
Weighted average shares outstanding – basic and diluted			8,188,000				8,188,000				8,188,000				4,788,837				1,562,500

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Balance Sheet

		August 31, 2009				May 31, 2009				May 31, 2008
		(unaudited)
Current assets
Cash		$	176,993			$	96,482			$	170,835
Prepaid expenses			36,468				72,936				145,668
Refundable income tax			129,481				150,486				—
Total current assets			342,942				319,904				316,503
Restricted funds held in trust			52,487,764				52,761,303				53,232,971
Deferred tax asset			378,536				378,536				117,233
Total assets		$	53,209,242			$	53,459,743			$	53,666,707
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses		$	865,215			$	290,590			$	92,226
Income tax payable			—				—				52,590
Deferred interest			62,993				62,149				—
Total current liabilities			928,208				352,739				144,816
Deferred underwriting compensation (A)			1,590,312				1,590,312				1,590,312
Total liabilities			2,518,520				1,943,051				1,735,128
Common stock, subject to possible redemption, 1,987,889 shares			15,744,081				15,744,081				15,744,081
Stockholders’ Equity
Preferred Stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding			—				—				—
Common Stock, $.0001 par value, 20,000,000 shares authorized; 8,188,800 shares issued and outstanding (less 1,987,889 shares subject to possible redemption)			620				620				620
Additional paid-in capital			35,889,005				35,889,005				35,889,005
Deficit/earnings accumulated during the development stage			(942,984	)			(117,014	)			297,873
Total stockholders’ equity			34,946,641				35,772,611				36,187,498
Total liabilities and stockholders’ equity		$	53,209,242			$	53,459,743			$	53,666,707

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Dlorah Selected Historical Financial Information

		Aug. 31 2009				Aug. 31 2008				Fiscal Year
										2009				2008				2007				2006				2005
		(unaudited)				(unaudited)																(unaudited)				(unaudited)
		(all amounts in thousand except share data)
Income Statement
Operating Revenues			17,264				12,117				62,584				49,457				44,449				40,338				36,288
Income (loss) from continuing operations			2,252				(533	)			5,404				35				(2,321	)			(129	)			1,453
Income (loss) from continuing operations per common share(B)			78.82				(18.65	)			189.14				1.22				(81.21	)			(4.50	)			50.85
Balance Sheet
Total Assets			30,679				26,828				28,865				28,162				20,437				19,368				19,053
Long-term obligations			8,425				9,716				8,825				10,789				10,044				9,280				8,662
Cash Dividends declared per Common Share			0				0				2.00				2.00				2.00				2.00				2.00
Common Shares Outstanding(B)			28,572				28,572				28,572				28,572				28,580				28,580				28,580

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SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

The selected unaudited pro forma combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement.

The following unaudited pro forma combined balance sheet combines Camden’s historical balance sheet and that of Dlorah as of August 31, 2009, giving effect to the transactions described in the Merger Agreement as if they had occurred on August 31, 2009. The following unaudited pro forma condensed combined statements of operations combine Camden’s historical statements of operations for the three months ended August 31, 2009 and for the year ended May 31, 2009 with those of Dlorah for the three months ended August 31, 2009 and for the year ended May 31, 2009, giving effect to the Transaction as if it had occurred on June 1, 2008.

The Transaction will be accounted for as a “reverse merger” and recapitalization since the stockholders of Dlorah will own at least 74.4% of the outstanding shares of Common Stock on a fully diluted and as-converted basis immediately following the completion of the Transaction, and will have its current officers assuming all corporate offices of the continuing entity, including chief executive officer, chief operating officer and all other day-to-day operating positions. Accordingly, Dlorah will be deemed to be the accounting acquirer in the Transaction and, consequently the Transaction is treated as a recapitalization of Dlorah. The assets and liabilities and the historical operations that will be reflected in the Camden financial statements after consummation of the Transaction will be those of Dlorah and will be recorded at the historical cost basis of Dlorah. Camden’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Dlorah upon consummation of the Transaction.

The pro forma adjustments give effect to events that are directly attributable to the transactions discussed below that have a continuing impact on the operations of Camden and are based on available data and certain assumptions that management believes are factually supportable.

The unaudited pro forma condensed financial statements described above should be read in conjunction with Camden’s historical financial statements and those of Dlorah and the related notes thereto. The pro forma adjustments are preliminary and the unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the Transaction taken place on the dates noted, or of the continuing entity’s future financial position or operating results.

Consummation of the Transaction is conditioned upon, among other things, the Camden stockholders adopting and approving the Merger Proposal. If Camden stockholders owning 30% or more of the IPO Shares vote against the Merger Proposal and exercise their right to convert their shares into a pro rata portion of the funds held in the trust account, then the Transaction cannot be consummated. Consequently, up to 1,987,889 shares of Common Stock, representing one share less than 30% of the IPO Shares, may be converted in this manner without negating the Transaction. This would represent an aggregate maximum conversion of approximately $15.7 million as of August 31, 2009 to cash.

The following unaudited pro forma financial statements have been prepared using two different assumptions with respect to the number of outstanding shares of Common Stock immediately following the Transaction, as follows:

In the case of both assumptions, the data is based on approximately 8.2 million shares of Common Stock currently outstanding, the issuance to Dlorah of 100,000 shares of Series A Stock, 2,800,000 common stock purchase warrants and 250,000 shares of restricted Common Stock, which shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive trading day period, and the exchange of Camden Learning’s 2,800,000 founder warrants for 575,000 shares of

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restricted Common Stock, which shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive trading day period.

Detailed information as to the weighted average shares are provided in Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

Balance Sheet

Camden Learning Corporation
Selected Unaudited Pro Forma
Financial Information as of August 31, 2009
(In Thousands)

										No Holders Exercise Their Conversion Rights								Holders Exercise Their Conversion Rights as to 1,987,889 Shares
		Camden				Dlorah				Pro Forma Adjustments				Pro Forma Combined				Pro Forma Adjustments				Pro Forma Combined
ASSETS
Current Assets:
Cash and cash equivalents			177				4,724				52,488	(a)			50,204				(15,744)(c)				34,397
											(3,500)(b)								(63)(e)
											(3,313)(i)
											775	(j)
											(1,147)(k)
Investments			—				2,950				—				2,950				—				2,950
Student receivables – net of allowance			—				1,723				—				1,723				—				1,723
Institutional receivables			—				286				—				286				—				286
Student notes receivable – current portion			—				30				—				30				—				30
Bookstore inventory			—				678				—				678				—				678
Deferred Income taxes			—				1,156				—				1,156				—				1,156
Income tax receivable			129				—				—				129				—				129
Prepaid assets			37				1,296				—				1,333				—				1,333
Total current assets			343				12,843				45,303				58,489				(15,807	)			42,682
Property and equipment – net of accumulated depreciation			—				12,260				—				12,260				—				12,260
Other assets:
Cash held in trust			52,488				—				(52,488)(a)				—				—				—
Deferred income taxes			378				—				—				378				—				378
Student notes receivables – net of current portion			—				102				—				102				—				102
Land held for future development			—				312				—				312				—				312
Condominium inventory			—				3,802				—				3,802				—				3,802
Course development – net of accumulated amortization			—				772				—				772				—				772
Restricted investment			—				305				—				305				—				305
Other			—				283				—				283				—				283
			52,866				5,576				(52,488	)			5,954				—				5,954
Total Assets			53,209				30,679				(7,185	)			76,703				(15,807	)			60,896

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										No Holders Exercise Their Conversion Rights								Holders Exercise Their Conversion Rights as to 1,987,889 Shares
		Camden				Dlorah				Pro Forma Adjustments				Pro Forma Combined				Pro Forma Adjustments				Pro Forma Combined
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Long term debt – current portion			—				1,951				—				1,951				—				1,951
Lines of credit			—				3,305				—				3,305				—				3,305
Accounts payable			865				3,944				—				4,809				—				4,809
Student accounts payable			—				266				—				266				—				266
Deferred interest			63				—				(63)(e)				—				—				—
Deferred income			—				373				—				373				—				373
Income tax payable			—				868				—				868				—				868
Accrued and other liabilities			—				5,418				—				5,418				—				5,418
Total current liabilities			928				16,125				(63	)			16,990				—				16,990
Long term debt – net of current portion			—				6,087				(1,147)(k)				4,940				—				4,940
Deferred income taxes			—				1,503				—				1,503				—				1,503
Other long-term liabilities			—				835				—				835				—				835
Deferred underwriting compensation			1,590				—				(1,590)(b)				0				—				0
Common stock, subject to possible redemption			15,744				—				(15,744)(c)				0				—				0
Stockholders' equity:
Series A			—				—				100	(d)			100				—				100
Common Stock			1				281				(281)(d)				1				—				1
Additional paid-in capital			35,889				104				15,744	(c)			45,815				(15,744)(c)				30,008
											(699)(d)								(63)(e)
											(3,313)(i)
											(1,910)(b)
Retained earnings			(943	)			8,510				63	(e)			8,510				—				8,510
											880	(d)
Accumulated other comprehensive income			—				96				—				96				—				96
			34,947				8,991				10,584				54,522				(15,807	)			38,715
Less treasury stock at cost			—				(1,869	)			—				(1,869	)			—				(1,869	)
Total Dlorah, Inc. stockholders' equity			34,947				7,122				10,584				52,653				(15,807	)			36,846
Non-controlling interest			—				(993	)			775	(j)			(218	)			—				(218	)
Total equity			34,947				6,129				11,359				52,435				(15,807	)			36,628
Total liabilities and stockholders'equity			53,209				30,679				(7,185	)			76,703				(15,807	)			60,896

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Statement of Operations

Camden Learning Corporation
Selected Unaudited Pro Forma
Financial Information for the Year Ended May 31, 2009
(In Thousands)

										No Holders Exercise Their Conversion Rights												Holders Exercise Their Conversion Rights as to 1,987,889 Shares
		Camden				Dlorah				Pro Forma Adjustments								Pro Forma Combined				Pro Forma Adjustments								Pro Forma Combined
Revenue:
Academic revenue			—				56,874				—								56,874				—								56,874
Auxiliary revenue			—				4,036				—								4,036				—								4,036
Rental income – apartments			—				890				—								890				—								890
Condominium sales			—				784				—								784				—								784
Total revenue			—				62,584				—								62,584				—								62,584
Operating expenses:
Cost of educational services			—				12,816				—								12,816				—								12,816
Selling, general, and administrative			907				42,208				(396	)			(f)				42,719				—								42,719
Auxiliary expense			—				1,595				—								1,595				—								1,595
Cost of condominium sales			—				558				—								558				—								558
Loss on disposition of property and equipment			—				3				—								3				—								3
Total operating expenses			907				57,180				(396	)							57,691				—								57,691
Income (loss) from operations			(907	)			5,404				396								4,893				—								4,893
Other income (expense):
Interest income			378				242				(38	)			(c)				582				(112	)			(e)				470
Interest expense			—				(834	)			—								(834	)			—								(834	)
Other income – net			—				93				—								93				—								93
Total other income (expense)			378				(499	)			(38	)							(159	)			(112	)							(271	)
Income (loss) before income taxes			(529	)			4,905				358								4,734				(112	)							4,622
Income tax benefit (provision)			114				(1,797	)			(131	)			(g)				(1,814	)			24				(g)				(1,790	)
Income (loss)			(415	)			3,108				227								2,920				(88	)							2,832
Net income (loss) attributable to non-controlling interest			—				13												13				—								13
Net income (loss) attributable to Camden and Dlorah, Inc.			(415	)			3,121				227								2,933				(88	)							2,845
Dividends paid on Series A shares			—				—				6,921				(h)				6,921												6,921
Dividends paid on Common shares			—				—				901				(h)				901				—								901
Undistributed earnings/(loss) (UEL)			(415	)			3,121				(7,595	)							(4,889	)			(88	)							(4,977	)
UEL allocable to Class A shares			—				—				—								(3,217	)			—								(3,275	)
UEL allocable to Common shares			—				—				—								(1,672	)			—								(1,702	)
Weighted average common shares outstanding
Basic			8,188,800																8,188,800												6,200,911
Diluted			8,188,800																24,662,775												22,674,836
Weighted average Class A shares outstanding
Basic																			100,000												100,000
Diluted																			15,730,000												15,730,000
Earnings (loss) per Class A share – Basic																			69.21											$	69.21
Distributed Earnings																			(32.17	)											(32.75	)
Undistributed Earnings (loss)																		$	37.04											$	36.46
Earnings (loss) per Common share – Basic																		$	0.11											$	0.11
Distributed Earnings																			(0.20	)											(0.21	)
Undistributed Earnings (loss)																		$	(0.09	)										$	(0.10	)
Earnings (loss) per Class A share – Diluted																		$	0.12											$	0.12

TABLE OF CONTENTS

Statement of Operations

Camden Learning Corporation
Selected Unaudited Pro Forma
Financial Information for the Three Months Ended August 31, 2009
(In Thousands)

										No Holders Exercise Their Conversion Rights								Holders Exercise Their Conversion Rights as to 1,987,889 Shares
		Camden				Dlorah				Pro Forma Adjustments				Pro Forma Combined				Pro Forma Adjustments				Pro Forma Combined
Revenue:
Academic revenue			—				15,873				—				15,873				—				15,873
Auxiliary revenue			—				1,140				—				1,140				—				1,140
Rental income – apartments			—				251				—				251				—				251
Condominium sales			—				—				—				—				—				—
Total revenue			—				17,264				—				17,264				—				17,264
Operating expenses:
Cost of educational services			—				3,407				—				3,407				—				3,407
Selling, general, and administrative			831				11,179				(99)(f)				11,911				—				11,911
Auxiliary expense			—				426				—				426				—				426
Cost of condominium sales			—				—				—				—				—				—
Loss on disposition of property and equipment			—				—				—				—				—				—
Total operating expenses			831				15,012				(99	)			15,744				—				15,744
Income (loss) from operations			(831	)			2,252				99				1,520				—				1,520
Other income (expense):
Interest income			4				86				—				90				—				90
Interest expense			—				(157	)			—				(157	)			—				(157	)
Other income – net			—				24				—				24				—				24
Total other income (expense)			4				(47	)			—				(43	)			—				(43	)
Income (loss) before income taxes			(827	)			2,205				99				1,477				—				1,477
Income tax benefit (provision)			1				(955	)			(43)(g)				(997	)			—				(997	)
Income (loss)			(826	)			1,250				56				480				—				480
Net income (loss) attributable to non-controlling interest			—				9				—				9				—				9
Net income (loss) attributable to Camden and Dlorah, Inc.			(826	)			1,259				56				489				—				489
Other comprehensive income – Unrealized (losses) gains on investments			—				(13	)			—				(13	)			—				(13	)
Comprehensive income (loss) attributable to Camden and Dlorhah, Inc.			(826	)			1,246				56				476				—				476
Dividends paid on Series A shares			—				—				1,730(h)				1,730								1,730
Dividends paid on Common shares			—				—				225(h)				225				—				225
Undistributed earnings (UE)			(826	)			1,246				(1,899	)			(1,479	)			—				(1,479	)
UE allocable to Class A shares			—				—				—				(973	)			—				(973	)
UE allocable to Common shares			—				—				—				(506	)			—				(506	)
Weighted average common shares outstanding
Basic			8,188,800												8,188,800								6,200,911
Diluted			8,188,800												24,741,907								22,754,018
Weighted average Class A shares outstanding
Basic															100,000								100,000
Diluted															15,730,000								15,730,000
Earnings (loss) per Class A share – Basic
Distributed Earnings														$	17.30							$	17.30
Undistributed Earnings (loss)															(9.73	)							(9.73	)
														$	7.57							$	7.57
Earnings (loss) per Common share – Basic
Distributed Earnings														$	0.03							$	0.03
Undistributed Earnings (loss)															(0.06	)							(0.06	)
														$	(0.03	)						$	(0.03	)
Earnings (loss) per Class A share – Diluted														$	0.02							$	0.02