o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

1

NAMES OF REPORTING PERSONS

P&S Capital Partners, LLC

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

0 shares

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

357,692 shares

Refer to Item 4 below.

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

0 shares

WITH

8

SHARED DISPOSITIVE POWER

357,692 shares

Refer to Item 4 below.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

357,692 shares

Refer to Item 4 below.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)         o

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*

4.3%

Refer to Item 4 below.

12

TYPE OF REPORTING PERSON (See Instructions)

OO – Limited Liability Company

1

NAMES OF REPORTING PERSONS

P&S Capital Management, LLC

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

0 shares

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

267,308 shares

Refer to Item 4 below.

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

0 shares

WITH

8

SHARED DISPOSITIVE POWER

267,308 shares

Refer to Item 4 below.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

267,308 shares

Refer to Item 4 below.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)         o

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*

3.2%

Refer to Item 4 below.

12

TYPE OF REPORTING PERSON (See Instructions)

OO – Limited Liability Company

1

NAMES OF REPORTING PERSONS

Daniel L. Nir

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

5

SOLE VOTING POWER

0 shares

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

655,500 shares

Refer to Item 4 below.

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

0 shares

WITH

8

SHARED DISPOSITIVE POWER

655,500 shares

Refer to Item 4 below.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

655,500 shares

Refer to Item 4 below.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)         o

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)*

7.9%

Refer to Item 4 below.

12

TYPE OF REPORTING PERSON (See Instructions)

IN

ITEM 1(a).     Name of Issuer:

The name of the issuer is Arpeggio Acquisition Corporation (the “Issuer”).

ITEM 1(b).     ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

The Issuer’s principal executive office is located at 10 East 53rd Street, 36th Floor, New York, NY 10022.

ITEM 2(a).     Name of PERSON FILING:

ITEM 2(b).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

ITEM 2(c).      CITIZENSHIP:

(a) and (c) Name and Domicile/Citizenship of Persons Filing:

(i) P&S Capital Partners, LLC, a Delaware limited liability company.

             (ii) P&S Capital Management, LLC, a Delaware limited liability company.

(iii) Daniel L. Nir, a United States citizen

Each of the Reporting Persons has a business address of 950 Third Avenue, 29th Floor, New York, NY 10022.

ITEM 2(d).     TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.0001 per share

ITEM 2(e).      CUSIP Number:

042689109

ITEM 3.           If this Statement is Filed Pursuant to Rules 13d-1(b), OR 13d-2(b) OR (c),

Check Whether the Person Filing is a:

(a)       o  Broker or dealer registered under Section 15 of the Act.

(b)         o  Bank as defined in Section 3(a)(6) of the Act.

(c)         o  Insurance company as defined in Section 3(a)(19) of the Act.

(d)         o  Investment company registered under Section 8 of the Investment Company Act.

(e)         o  Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)          o  Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)         o  Parent holding company, in accordance with Rule 13d-1(b) (1)(ii)(G).

(h)         o  Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)          o  Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of                

the Investment Company Act.

(j)          o  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4.             OWNERSHIP:

P&S Capital Partners, LLC (1)

(a)  Amount beneficially owned: 357,692 shares

(b) Percent of class: 4.3%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0 shares

(ii) Shared power to vote or direct the vote: 357,692 shares

(iii) Sole power to dispose or to direct the disposition of: 0 shares

(iv) Shared power to dispose or to direct the disposition of: 357,692 shares

P&S Capital Management, LLC (2)

(a)  Amount beneficially owned: 267,308 shares

(b) Percent of class: 3.2%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0 shares

(ii) Shared power to vote or direct the vote: 267,308 shares

(iii) Sole power to dispose or to direct the disposition of: 0 shares

(iv) Shared power to dispose or to direct the disposition of: 267,308 shares

Daniel L. Nir (3)

(a)  Amount beneficially owned: 655,500 shares

(b) Percent of class: 7.9%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0 shares

(ii) Shared power to vote or direct the vote: 655,500 shares

(iii) Sole power to dispose or to direct the disposition of: 0 shares

(iv) Shared power to dispose or to direct the disposition of: 655,500 shares

(1) Shares reported for P&S Capital Partners, LLC reflect shares beneficially owned by two private investment partnerships, of which P&S Capital Partners, LLC is the general partner. P&S Capital Partners, LLC disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

(2) Shares reported for P&S Capital Management, LLC reflect shares beneficially owned by two private investment corporations, of which P&S Capital Management, LLC is the investment manager. P&S Capital Management, LLC disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

(3) Shares reported for Daniel L. Nir include shares reported for P&S Capital Partners, LLC and P&S Capital Management, LLC, of which Mr. Nir is the managing member. Shares reported for Mr. Nir also include shares beneficially owned by a private limited liability company, of which a limited liability company of which Mr. Nir is a managing member is the investment manager. Mr. Nir is not the direct owner of any of the shares reported herein and disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein..

ITEM 5.           Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

ITEM 6.           Ownership of More than Five Percent on Behalf of

Another Person:

N/A

ITEM 7.           Identification and Classification of the Subsidiary which

ACQUIRED the Security Being Reported on by the Parent

   olding Company:

N/A

ITEM 8.           Identification and Classification of Members of the Group:

N/A

ITEM 9.           Notice of Dissolution of Group:

N/A

ITEM 10.        Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:

January 17, 2006

Executed and delivered as of the date first above written.