SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2009
Date of report (Date of earliest event reported): June 22, 2009
GSC Acquisition Company
(Exact Name of Registrant as Specified in Charter)
Delaware	001-33553	20-5779392
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Campus Drive, Suite 220 Florham Park, NJ		07932
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (973) 437-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 3.01.~~o ~~Notice~~Soliciting ofmaterial ~~Failure~~pursuant to ~~Satisfy~~Rule a14a-12 ~~Continued~~under ~~Listing~~the ~~Rule~~Exchange ~~or Standard~~Act (17 CFR 240.14a-12)

~~On February~~o ~~10,~~Pre-commencement ~~2009,~~communications ~~GSC~~pursuant ~~Acquisition~~to ~~Company~~Rule 14d-2(~~the “Company”~~b) ~~received~~under ~~notice from~~ the ~~staff of the NYSE Alternext US LLC (the “~~Exchange”) ~~that,~~Act ~~based on their review of publicly available information, the Company is not considered to be in compliance with Section 704 of the Exchange's Company Guide~~ (~~the~~17 ~~"Company Guide")~~CFR ~~in that it did not hold an annual meeting of its stockholders during 2008~~240.14d-2(b))

Ino ~~order to~~Pre-commencement ~~maintain~~communications ~~listing~~pursuant ofto ~~the~~Rule ~~Company’s common stock on Exchange, the Company must submit a plan~~ 13e-4(~~the “Plan”~~c) byunder ~~March 10, 2009, advising~~ the Exchange ofAct ~~the actions the Company has taken, or will take, that would bring it into compliance with Section 704 of the Company Guide by August 11, 2009~~ (~~the~~17 ~~“Plan~~CFR ~~Period”)~~240. The Company currently intends to submit a Plan. Assuming a Plan is submitted, if the Exchange accepts the Plan, then the Company may be able to continue its listing during the Plan Period, during which time the Company will be subject to periodic review to determine whether it is making progress consistent with the Plan. If the Company does not submit a Plan or submits a plan that is not accepted by the Exchange, then the Company may become subject to delisting proceedings by the Exchange. Furthermore, if the Company submits a Plan that is accepted but the Company is not in compliance with the continued listing standards at the end of the Plan Period or the Company does not make progress consistent with the Plan during the Plan Period, then the Exchange would be expected to initiate delisting proceedings.13e-4(c))

~~The~~Item ~~Company’s common stock continues to trade on the Exchange~~3. The Exchange has advised the Company that the Exchange is utilizing the financial status indicator fields in the Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote Systems Low Speed and High Speed Tapes to identify companies that are in noncompliance with the Exchange’s continued listing standards01. ~~Accordingly,~~Notice ~~the~~of ~~Company~~Delisting ~~will~~or ~~become~~Failure ~~subject~~ to ~~the~~Satisfy ~~trading~~a ~~symbol extension~~Continued ~~“.BC”~~Listing toRule ~~denote such noncompliance. The indicator field~~or ~~will~~Standard; ~~remain~~Transfer inof ~~effect until such time as the Company has regained compliance with all applicable continued listing standards~~Listing.

OnThe ~~February~~information ~~13,~~set ~~2009,~~forth ~~the~~below ~~Company~~under ~~issued~~Item a8.01 ~~press release disclosing the receipt of the notice of noncompliance with continued listing standards, a copy of which~~ is ~~attached~~ ~~hereto~~incorporated asherein ~~Exhibit 99~~by reference.1.

Item 8.01. Other Events.

On June 23, 2009, GSC Acquisition Company (the “Company”) issued a press release announcing that, in accordance with its amended and restated certificate of incorporation and applicable law, its corporate existence will terminate on June 25, 2009.

The Company also announced that its board of directors on June 22, 2009, adopted a plan of distribution, to become effective on June 25, 2009. The Company expects that distributions, payable upon presentation, will be made to holders of shares of the Company’s common stock that were issued in the initial public offering. Stockholders whose stock is held in “street name” through a broker will automatically receive payment through the Depository Trust Company. The distribution is expected to be approximately $9.81 per share.

The American Stock Exchange is expected to suspend the trading, and the Company’s transfer agent will be instructed to cease recording transfers, of the Company’s units, common stock and warrants on June 25, 2009. The Company intends to submit a Certification of Termination of Registration on Form 15 to the Securities and Exchange Commission for the purpose of deregistering its securities under the Securities Exchange Act of 1934, as amended.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release of the Company dated ~~February~~June 1323, 2009

SIGNATURE

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

		GSC ACQUISITION COMPANY (Registrant)
Date:	~~February~~June 1723, 2009	By:	/s/ Peter R. Frank
			Name:	Peter R. Frank
			Title:	Chief Executive Officer and Principal Accounting Officer

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