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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                   ----------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 5, 2005

                        ARPEGGIO ACQUISITION CORPORATION
               (Exact Name of Registrant as Specified in Charter)

          Delaware                       000-50781               20-0953973
(State or Other Jurisdiction            (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)

10 East 53rd Street, 35th Floor, New York, New York                      10022
      (Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code: (212) 319-7676

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

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

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

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



COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, ARPEGGIO
ACQUISITION CORPORATION ("ARPEGGIO") INTENDS TO HOLD PRESENTATIONS FOR CERTAIN
OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN
PURCHASING ARPEGGIO SECURITIES, REGARDING ITS MERGER WITH HILL INTERNATIONAL,
INC., AS DESCRIBED IN THIS REPORT. THIS CURRENT REPORT ON FORM 8-K, INCLUDING
SOME OR ALL OF THE EXHIBITS HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.

EARLYBIRDCAPITAL, INC. ("EBC"), THE MANAGING UNDERWRITER OF ARPEGGIO'S INITIAL
PUBLIC OFFERING ("IPO") CONSUMMATED IN JUNE 2004, IS ASSISTING ARPEGGIO IN THESE
EFFORTS WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET
EXPENSES. ARPEGGIO AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECAL MEETING
OF ARPEGGIO STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.

STOCKHOLDERS OF ARPEGGIO AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN
AVAILABLE, ARPEGGIO'S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT
IN CONNECTION WITH ARPEGGIO'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS
CAN ALSO READ ARPEGGIO'S FINAL PROSPECTUS, DATED JUNE 24, 2004, FOR A
DESCRIPTION OF THE SECURITY HOLDINGS OF THE ARPEGGIO OFFICERS AND DIRECTORS AND
OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS
BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO
STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE MERGER.
STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY
STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: ARPEGGIO ACQUISITION
CORPORATION, 10 EAST 53RD STREET, 35TH FLOOR, NEW YORK, NEW YORK 10022. THE
PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND
THE FINAL PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND
EXCHANGE COMMISSION'S INTERNET SITE (http://www.sec.gov).


                                        2



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

GENERAL; STRUCTURE OF MERGER

     On December 5, 2005, Arpeggio Acquisition Corporation ("Arpeggio") entered
into an Agreement and Plan of Merger ("Merger Agreement") with Hill
International, Inc. and all of its current stockholders ("Stockholders")
providing for the merger of Hill International, Inc. with and into Arpeggio.
Arpeggio will be the surviving corporation in the merger and will change its
name to "Hill International, Inc." As used in this Report, "Hill" includes Hill
International, Inc. and all of its subsidiaries.

     Hill is a privately-owned, independent, project management and construction
claims consulting firm headquartered in Marlton, NJ. Founded in 1976, Hill has
grown into one of the world's leading construction management firms, providing
both fee-based project management and construction claims consulting services to
clients worldwide. An industry publication, Engineering News-Record, recently
ranked Hill as the 18th largest construction management-for-fee firm in the
United States, and the largest that is independently owned.

     The current executive officers of Hill, including Irvin E. Richter, its
Chairman of the Board and Chief Executive Officer, and David L. Richter, its
President and Chief Operating Officer, will continue with Arpeggio after the
merger in the positions they now hold with Hill.

     Upon consummation of the merger, the board of directors of Arpeggio will be
increased to nine members and will be comprised of six persons designated by the
Stockholders (including Messrs. Irvin and David Richter), and three persons
designated by certain stockholders of Arpeggio. The Stockholders, on the one
hand, and such stockholders of Arpeggio, on the other hand, will enter into a
Voting Agreement pursuant to which they will agree to vote for the other's
designees to the board of directors of Arpeggio through the annual meeting of
the stockholders of Arpeggio to be held in 2007.

     The Stockholders hold all of the outstanding voting stock of Hill and have
approved and adopted the Merger Agreement in accordance with the Delaware
General Corporation Law ("DGCL").

     The merger is expected to be consummated in the first half of 2006, after
the required approval by the stockholders of Arpeggio and the fulfillment of
certain other conditions, as discussed herein.

MERGER CONSIDERATION

     Pursuant to the Merger Agreement, the Stockholders and other persons who
exercise options to purchase common stock of Hill prior to the closing of the
merger, in exchange for all of the securities of Hill outstanding immediately
prior to the merger, will receive from Arpeggio 14,500,000 shares of Arpeggio
common stock. Immediately following the merger, the stockholders of Hill will
own approximately 63.6% of the total issued and outstanding Arpeggio common
stock. Twelve percent (12%) of the shares of Arpeggio common stock being issued
at the time of the merger will be placed into escrow to secure the indemnity
rights of Arpeggio under the Merger Agreement and will be governed by the terms
of an Escrow Agreement.


                                        3



     The Merger Agreement also provides for Hill's stockholders to receive up to
an additional 6,600,000 shares of Arpeggio common stock, contingent upon the
combined companies attaining the following EBIT (Earnings Before Interest and
Taxes) targets:

                             Earnings Before
Fiscal Year Ending 12/31   Interest and Taxes   Contingent Shares
------------------------   ------------------   -----------------
          2006                $ 9.9 million        2.3 million
          2007                $13.5 million        2.3 million
          2008                $18.4 million        1.0 million
          2009                $24.9 million        1.0 million

     The Stockholders have agreed not to sell any of the Arpeggio common stock
they receive in the merger any time prior to December 31, 2007, subject to
certain exceptions, including the right to use their shares to secure margin
loans not to exceed 20% of the value of the shares at the time the loans are
made.

     Arpeggio has received an opinion from Capitalink, LC, dated as of December
4, 2005, that the consideration being paid by Arpeggio in the merger is fair,
from a financial point of view, to Arpeggio's stockholders and that the fair
market value of Hill is at least equal to 80% of Arpeggio's net assets.

REPRESENTATIONS AND WARRANTIES

     The Merger Agreement contains representations and warranties of each of
Hill and Arpeggio relating to, among other things, (a) proper corporate
organization and similar corporate matters, (b) capital structure of each
constituent company, (c) the authorization, performance and enforceability of
the Merger Agreement, (d) licenses and permits, (e) taxes, (f) financial
information and absence of undisclosed liabilities, (g) holding of leases and
ownership of other properties, including intellectual property, (h) accounts
receivable, (i) contracts, (j) title to properties, and environmental condition
thereof, (k) title and condition of assets, (l) absence of certain changes, (m)
employee matters, (n) compliance with laws, (o) litigation and (p) compliance
with applicable provisions of securities laws. The Stockholders have represented
and warranted, among other things, as to their accredited investor status.

COVENANTS

     Arpeggio and Hill have each agreed to take such actions as are necessary,
proper or advisable to consummate the merger. They have also agreed to continue
to operate their respective businesses in the ordinary course prior to the
closing and not to take certain specified actions without the prior written
consent of the other party.

     The Merger Agreement also contains additional covenants of the parties,
including covenants providing for:

     (i) The parties to use commercially reasonable efforts to obtain all
necessary approvals from stockholders, governmental agencies and other third
parties that are required for the consummation of the transactions contemplated
by the Merger Agreement;


                                        4



     (ii) The protection of confidential information of the parties and, subject
to the confidentiality requirements, the provision of reasonable access to
information;

     (iii) Arpeggio to prepare and file a proxy statement to solicit proxies
from the Arpeggio stockholders to vote in favor of proposals regarding the
adoption of the Merger Agreement and the approval of the merger, the change of
Arpeggio's name to "Hill International, Inc.," the increase, following the
merger, of the number of authorized shares of Arpeggio common stock from
30,000,000 to 75,000,000, an amendment to Arpeggio's certificate of
incorporation deleting certain portions of Article Sixth thereof (relating to
certain matters that will no longer be applicable after the merger) and the
adoption of a long-term incentive plan providing for the granting of options and
other stock-based awards for not less than an aggregate of 1,140,000 shares of
Arpeggio common stock;

     (iv) Arpeggio and Hill to use their reasonable best efforts to obtain the
listing for trading on Nasdaq of Arpeggio's common stock, warrants and units;

     (vi) Hill and the Stockholders to waive their rights to make claims against
Arpeggio to collect from a trust fund established for the benefit of the
Arpeggio stockholders who purchased their securities in Arpeggio's IPO for any
moneys that may be owed to them by Arpeggio for any reason whatsoever, including
breach by Arpeggio of the Merger Agreement or its representations and warranties
therein; and

     (v) Each Stockholder, at or prior to closing of the merger, to (i) repay to
Hill any loan by Hill to such Stockholder and any other amount owed by the
Stockholder to Hill; (ii) cause any guaranty or similar arrangement pursuant to
which Hill has guaranteed the payment or performance of any obligations of such
Stockholder to a third party to be terminated; and (iii) cease to own any direct
equity interests in any subsidiary of Hill or in any other person that utilizes
the name "Hill International."

CONDITIONS TO CLOSING

     GENERAL CONDITIONS

     Consummation of the transactions is conditioned on the Arpeggio
stockholders, at a meeting called for these purposes, (i) adopting the Merger
Agreement and approving the merger, (ii) approving the change of Arpeggio's
name, and (iii) approving the increase of the authorized shares of Arpeggio's
common stock from 30,000,000 to 75,000,000.

     The adoption of the Merger Agreement will require the affirmative vote of
the holders of a majority of the outstanding Arpeggio common stock. The holders
of the Arpeggio common stock issued prior to its IPO, including the current
officers and directors of Arpeggio, have agreed to vote their shares in the
matter of the approval of the Merger Agreement to the same effect as the
majority of the shares sold in the IPO ("Public Shares") are voted.
Additionally, if holders owning 20% or more of the Public Shares vote against
the transaction and exercise their right to convert their Public Shares into a
pro-rata portion of the funds held in trust by Arpeggio for the benefit of the
holders of the Public Shares, then the transactions contemplated by the Merger
Agreement cannot be consummated.


                                        5



     The approval of the Arpeggio name change and the increase in the number of
authorized shares of Arpeggio common stock will require the affirmative vote of
the holders of a majority of the outstanding common stock of Arpeggio and such
approvals are conditions to the consummation of the merger. The approval of the
long-term incentive plan will require the affirmative vote of a majority of the
outstanding Arpeggio common stock present in person or by proxy at the
stockholder meeting and the amendment of Article VI of Arpeggio's certificate of
incorporation will require the affirmative vote by the holders of a majority of
the outstanding common stock of Arpeggio, but these approvals are not conditions
to the consummation of the merger.

     In addition, the consummation of the transactions contemplated by the
Merger Agreement is conditioned upon (i) no order, stay, judgment or decree
being issued by any governmental authority preventing, restraining or
prohibiting in whole or in part, the consummation of such transactions, (ii) the
execution by and delivery to each party of each of the various transaction
documents, (iii) the delivery by each party to the other party of a certificate
to the effect that the representations and warranties of each party are true and
correct in all material respects as of the closing and all covenants contained
in the Merger Agreement have been materially complied with by each party, (iv)
the receipt of all necessary consents and approvals by third parties and the
completion of necessary proceedings and (v) Arpeggio's common stock being quoted
on the OTC Bulletin Board or listed for trading on Nasdaq.

     HILL'S CONDITIONS TO CLOSING

     The obligations of Hill to consummate the transactions contemplated by the
Merger Agreement also are conditioned upon each of the following, among other
things:

     (i) There shall have been no material adverse change in the assets,
liabilities or financial condition of Arpeggio or its business since the date of
the Merger Agreement; and

     (ii) The trust fund established for the benefit of the holders of
Arpeggio's Public Shares shall not contain less than $36,353,000 and shall be
dispersed to Arpeggio immediately upon the closing, less amounts paid to
Arpeggio stockholders who have elected to convert their shares to cash in
accordance with Arpeggio's certificate of incorporation.

     ARPEGGIO'S CONDITIONS TO CLOSING

     The obligations of Arpeggio to consummate the transactions contemplated by
the Merger Agreement also are conditioned upon each of the following, among
other things:

     (i) At the closing, there shall have been no material adverse change in the
assets, liabilities or financial condition of Hill, its subsidiaries or their
businesses since the date of the Merger Agreement;

     (ii) At the closing, Irvin E. Richter, David L. Richter, Hill's President
and Chief Operating Officer, and Stuart S. Richter, a Senior Vice President of
Hill, will enter into employment agreements with Arpeggio (which are described
below).


                                        6



INDEMNIFICATION

     As Arpeggio's sole remedy for its rights to indemnification under the
Merger Agreement, there will be placed in escrow (with an independent escrow
agent) from the shares of Arpeggio common stock to be issued upon consummation
of the merger, a total of 12% of such shares ("Escrow Fund"). Of the shares
placed in escrow, five-sixths thereof will be available for the satisfaction of
all indemnification claims other than those relating to taxes and one-sixth
thereof will be available solely for the satisfaction of tax indemnification
claims. Any indemnification payments shall be paid solely from the shares placed
in escrow or, at the election of a holder of the escrow shares, in cash paid by
such holder in substitution for such shares. For purposes of satisfying an
indemnification claim, shares of Arpeggio common stock will be valued at the
average reported last sales price for the ten trading days ending on the last
day prior to the day that the claim is paid. Claims for indemnification may be
asserted by Arpeggio once the damages exceed $500,000 and are indemnifiable to
the extent that damages exceed that amount. However, claims with respect to
taxes and certain other matters are not subject to such threshold. Any shares of
Arpeggio common stock remaining in the Escrow Fund on December 31, 2010 shall be
released to the persons entitled to them. Hill's stockholders will have voting
rights with respect to the escrowed shares.

TERMINATION

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

     (i) By mutual written consent of Arpeggio and Hill;

     (ii) By either Arpeggio or Hill if the merger is not consummated on or
before June 30, 2006;

     (iii) By either Arpeggio or Hill if a governmental entity shall have issued
an order, decree or ruling or taken any other action, in any case having the
effect of permanently restraining, enjoining or otherwise prohibiting the
merger, which order, decree, ruling or other action is final and nonappealable;

     (iv) By either Arpeggio or Hill if the other party has breached any of its
covenants or representations and warranties in any material respect and has not
cured its breach within thirty days of the notice of an intent to terminate,
provided that the terminating party is itself not in breach; and

     (v) By either Arpeggio or Hill if, at the Arpeggio stockholder meeting, the
Merger Agreement and the transactions contemplated thereby shall fail to be
approved and adopted by the affirmative vote of the holders of Arpeggio's common
stock or 20% or more of the Public Shares request conversion of their shares
into the pro rata portion of the trust fund in accordance with Arpeggio's
certificate of incorporation.

EMPLOYMENT AGREEMENTS

     In connection with the consummation of the Merger Agreement, Irvin E.
Richter, Hill's Chairman and Chief Executive Officer, David L. Richter, Hill's
President and Chief Operating


                                        7



Officer, and Stuart S. Richter, a Senior Vice President of Hill, will enter into
employment agreements with Arpeggio providing for them to be employed in similar
positions. Each employment agreement will be for a three-year term, subject to
earlier termination in certain circumstances, and may be extended by mutual
agreement of the executive and Arpeggio.

     The employment agreements provide for initial annual base salaries of
$850,000 for Irvin Richter, $450,000 for David Richter and $300,000 for Stuart
Richter. Each employment agreement also provides for the provision of certain
additional ("fringe") benefits to the covered executive. The agreements for
Messrs. Irvin, David and Stuart Richter also require that Arpeggio continue
providing health benefits for one year if their employment is terminated by
Arpeggio without cause except where comparable health insurance is available
from a subsequent employer.

     The employment agreements provide that, in the event of the termination of
an executive's employment by Arpeggio without cause (as defined in the
employment agreement), Arpeggio will pay him a lump sum equal to: (i) with
respect to Irvin Richter and David Richter, the remaining balance of his base
salary for the remainder of the term of the agreement, but in no event less than
one year's base salary, and (ii) in the case of Stuart Richter, 25% of his
annual base salary then in effect. Each agreement also provides for the
continuation of certain benefits upon such termination without cause.

     The employment agreements contain certain restrictive covenants that
prohibit the executives from disclosing information that is confidential to
Arpeggio and its subsidiaries and generally prohibit them, during the employment
term and for one year thereafter, from competing with Arpeggio and its
subsidiaries and soliciting or hiring the employees of Arpeggio and its
subsidiaries. The non-competition provision will remain in effect for four years
from the closing date of the merger if the executive's employment is terminated
for cause or if the executive voluntarily resigns.

ITEM 7.01 REGULATION FD DISCLOSURE

                              HILL AND ITS BUSINESS

     Hill is a privately-owned, independent construction management firm,
providing both fee-based project management and construction claims resolution
services to clients worldwide. Hill was founded in 1976 as a Massachusetts
corporation and was reincorporated in Delaware in 1981. Hill is organized into
two key operating divisions: the Project Management Group and the Construction
Claims Group.

PROJECT MANAGEMENT GROUP

     Hill's Project Management Group offers fee-based or "agency" construction
management services to its clients, leveraging its construction claims expertise
to identify potential trouble, difficulties and sources of delay on a
construction project before they develop into costly problems. Hill is a
fee-based consultant and does not assume project completion risk. Clients are
typically billed a negotiated multiplier of the actual direct cost of each
consultant assigned to a project, and Hill is reimbursed for all out-of-pocket
expenses. As construction manager, Hill has managed all phases of the
construction process from pre-design through completion. Services include
program management, project management, project management oversight, troubled


                                        8



project turnaround, staff augmentation, estimating and cost management, project
labor agreements and management consulting. Since its inception, Hill has
managed more than 1,000 projects valued at more than $100 billion. The Project
Management Group accounted for approximately 82% of Hill's net revenue during
the three quarters ended September 30, 2005.

     Hill has received nine Project Achievement Awards from the Construction
Management Association of America honoring its performance as construction
manager on various projects. Industry publication Engineering News-Record
recently ranked Hill as the 18th largest construction management firm in the
United States.

     Recent project management clients include:

     o    City of Philadelphia Division of Aviation

     o    Dubai International Properties

     o    Illinois State Toll Highway Authority

     o    Liberty Property Trust

     o    Merck & Co.

     o    Nakheel Corporation

     o    National Institutes of Health

     o    New Jersey Schools Construction Corp.

     o    New York City Department of Design and Construction

     o    Port Authority of New York and New Jersey

     o    Romanian Ministry of Finance

     o    Smithsonian Institution

     o    Sunoco

     o    U. S. Army Corps of Engineers

     o    U. S. Department of Energy

CONSTRUCTION CLAIMS GROUP

     Hill's Construction Claims Group advises clients in order to assist them in
preventing or resolving claims and disputes based upon schedule delays, cost
overruns and other problems on major construction projects worldwide. Hill's
claims consulting services include claims preparation, analysis and review,
litigation support, expert witness testimony, cost and damages assessment and
delay/disruption analysis. Clients are typically billed based on an hourly rate
for each consultant assigned to the project, and Hill is reimbursed for its
out-of-pocket expenses. The Construction Claims Group accounted for
approximately 18% of Hill's net revenue during the three quarters ended
September 30, 2005.

     Hill has helped resolve over 5,000 disputes valued in excess of $50
billion. Hill's claims consulting clients include participants on all sides of a
construction project, including owners, contractors, subcontractors, architects,
engineers, attorneys, lenders and insurance companies.

     Hill has been involved in resolving construction claims for many of the
major construction projects in the world, including for the Channel Tunnel
connecting the United Kingdom and France, as well as for the Petronas Twin
Towers in Kuala Lumpur, Malaysia.


                                        9



     Recent construction claims clients include:

     o    Abu Dhabi Public Works Dept.

     o    Bear Stearns

     o    Bechtel Group

     o    Bombardier Transportation

     o    Dubai Dept. of Civil Aviation

     o    General Electric Co.

     o    Honeywell

     o    Lexington Insurance Co.

     o    U.S. Federal Bureau of Prisons

     o    U. S. General Services Administration

REVENUE

     Much of Hill's revenue is tied to long-term contracts that generally have
terms of 3-5 years, with some as long as 7-10 years.

ACQUISITIONS

     Since 1998, Hill has completed six acquisitions, three of which involved
project management firms and three of which were focused on construction claims.
Four of these targets were U. S. based, one was headquartered in the U.K., and
one had offices in both countries. Hill's management expects to continue
considering targets for acquisition that could expand geographic coverage in the
U.S. and elsewhere, add additional end-market expertise or bolster existing
operations.

     On December 1, 2005, Hill announced that it entered into a letter of intent
to acquire Pickavance Consulting, Ltd., a U.K.-based claims consulting and delay
analysis firm with offices in London and Hong Kong. This transaction is expected
to close before the closing of the merger contemplated by the Merger Agreement,
and is subject to conditions to closing customary for transactions of its kind.
Hill is also currently considering several possible acquisitions in the project
management sector.

CONSTRUCTION INDUSTRY BACKGROUND

     Industry analysts identified by Hill have suggested that the outlook for
the engineering and construction sector is better now that at any time over the
last several years. These industry analysts expect that the industry should
benefit from positive longer-term capital spending trends, as well as some
positive cyclical spending trends in several key end-market sectors, including
energy, power, chemicals, civil infrastructure, and government service. The
unfortunate recent events in the U.S. Gulf region as well as recent legislation
are expected to spur activity in the sector.

     Hill is already seeking to develop business based upon these industry
trends. For instance, Hill has been indirectly retained by the Federal Emergency
Management Agency ("FEMA") to provide consulting services related to estimating
the damage caused by Hurricane Katrina. In addition, the Pennsylvania Department
of Transportation, the Illinois State Toll Highway Authority and other agencies
have retained Hill on a variety of highway reconstruction


                                       10



projects. Hill is also working with Sunoco on several refinery projects and has
been involved in the Iraq and Afghanistan reconstruction efforts.

     In addition, the construction management market in particular is growing
rapidly. In its June 13, 2005 issue, Engineering News-Record reported that among
U.S.-based firms, program/construction management was a $6.76 billion market in
2004, up 14.3% from 2003. This included domestic project fees of $5.4 billion
(up 6.7% from 2003) and international project fees of $1.35 billion (up 59.7%
from 2003).

     HIGH BARRIERS TO ENTRY

     Firms compete for construction consulting projects based on each firm's
reputation and past experience. In addition, the sales cycle for identifying and
securing new business and then realizing revenue is long. It may take years for
a firm to build a reputation and to accumulate a meaningful backlog that
supports future growth. It is, therefore, difficult for new firms to break into
the industry and gain meaningful market share.

     TREND TOWARDS OUTSOURCING PROJECT MANAGEMENT

     In many cases, the role of overseeing and managing construction projects
has historically been performed in-house by the owners of the project. Because
of the nature of construction projects, it is difficult to keep these internal
departments busy at all times. Many governmental agencies, and many larger
corporations that have focused on their core competencies in order to boost
earnings, have increasingly outsourced the project management function to firms,
such as Hill, that specialize in providing this service.

COMPETITION

     The construction management industry is highly competitive. Hill competes
for contracts, primarily on the basis of technical capability, with numerous
entities, including engineering firms, contractors, other "pure" construction
management companies, other claims consulting firms, the "Big Four" and other
accounting firms, management consulting firms, and other entities. Many of these
competitors are large, well-established companies that have broader geographic
scope and greater financial and other resources than Hill.

FACILITIES

     Hill's executive and operating offices are located at 303 Lippincott
Centre, Marlton, NJ 08053. The telephone number at Hill's executive office is
(856) 810-6200. Hill maintains 20 other offices, in New York, NY; Danbury, CT;
Trenton, NJ; Philadelphia, PA; Bensalem, PA; Washington, DC; Chicago, IL; San
Francisco, CA; London, UK; Manchester, UK; Athens, Greece; Bucharest, Romania;
Skopje, Macedonia; Dubai, UAE; Abu Dhabi, UAE; Doha, Qatar; Manama, Bahrain;
Sharq, Kuwait; Baghdad, Iraq; and Seoul, Korea. 

     Hill maintains a website at www.hillintl.com. The information contained on
Hill's website is not a part of this Current Report, nor is it incorporated by
reference into this Current Report.


                                       11



EMPLOYEES

     At October 31, 2005, Hill had 771 personnel. Of these individuals, 622
worked in Hill's Project Management Group, 111 worked in Hill's Construction
Claims Group and 38 worked in Hill's Corporate Group. Hill's personnel at
October 31, 2005 included 675 full-time employees, 80 part-time employees and 16
independent contractors. Hill's future success will depend partially on its
ability to attract, retain and motivate qualified personnel. Hill is not a party
to any collective bargaining agreement and it has not experienced any strikes or
work stoppages. Hill considers its relationship with its employees to be
satisfactory.

MANAGEMENT

     Hill is led by an experienced management team with significant experience
in the construction industry. In addition to the officers listed below, Hill's
operational team includes 13 Senior Vice Presidents and 37 Vice Presidents.

     IRVIN RICHTER, F.CMAA, CHAIRMAN & CHIEF EXECUTIVE OFFICER (60)

     Irvin Richter has been Chairman and Chief Executive Officer of Hill since
1991. He founded Hill in 1976. Mr. Richter has more than 30 years of experience
advising clients with respect to construction contracts and claims. He has been
involved in many of the major construction projects in the world, including the
Channel Tunnel; EPCOT; Reliance Oil Refinery; Athens Metro; King Khalid Military
City; Petronas Twin Towers; Washington Metro and the Alaska Gas Pipeline. Mr.
Richter is a member of the World Presidents' Organization and the Construction
Industry Round Table. He is a past member of the Board of Trustees of Rutgers
University, the Board of Directors of the Construction Management Association of
America (CMAA), and the Board of Governors of Temple University Hospital. Mr.
Richter has been honored as a Distinguished Alumnus by Wesleyan University and
Rutgers University School of Law at Camden, and he was selected as a Fellow by
the CMAA for his contributions to the construction management industry. Mr.
Richter holds a B.A. in Government from Wesleyan University and a J.D. from
Rutgers University School of Law at Camden.

     DAVID RICHTER, PRESIDENT & CHIEF OPERATING OFFICER (39)

     David Richter has been President and Chief Operating Officer of Hill since
April 2004. He has management responsibility for all of Hill's business
operations, as well as oversight of Hill's administration, human resources,
information technology, marketing and legal departments. Prior to his current
position, Mr. Richter was President of Hill's Project Management Group from
April 2001 to March 2004, and prior to that he was Hill's General


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Counsel since April 1995. Prior to joining Hill, Mr. Richter was an attorney
with the New York City law firm of Weil, Gotshal & Manges, LLP. He is a member
of the Young Presidents' Organization and a member of the Board of Directors of
the CMAA. Mr. Richter earned his B.S. in Management, his B.S.E. in Civil
Engineering, and his J.D. from the University of Pennsylvania. David Richter is
the son of Irvin Richter.

     RONALD EMMA, CPA, SENIOR VICE PRESIDENT OF FINANCE (54)

     Ronald Emma has been the Senior Vice President of Finance at Hill since
1999. In this capacity, Mr. Emma's primary responsibilities include the
management of internal financial control and planning. Prior to joining Hill in
1980, Mr. Emma was the Assistant Controller of General Energy Resources Inc., a
holding company for seven mechanical contracting companies specializing in power
piping. In this capacity, he was involved in the management of all financial
areas, including financial planning, cash control and current operating results.
In addition, Mr. Emma was a Staff Accountant for Haskins & Sells CPAs. Mr. Emma
has a B.S. in Accounting from St. Joseph's University. He is a Certified Public
Accountant, certified by the State of New Jersey. Mr. Emma is also a member of
the American Institute of Certified Public Accountants and the New Jersey State
Society of Certified Public Accountants.

     RAOUF GHALI, PRESIDENT, PROJECT MANAGEMENT GROUP (INTERNATIONAL) (44)

     Raouf Ghali has been President of Hill's international project management
operations since April 2005. Prior to that, from June 2001 to April 2005, he was
a Senior Vice President at Hill. Prior to June 2001, he was a Vice President at
Hill. Mr. Ghali has over 18 years of domestic and international experience in
construction management, project cost control, financial analysis, planning and
scheduling, procurement and contract administration, claims analysis, accounting
and procurement. He has worked on commercial office buildings, hotels, resorts,
government facilities, defense facilities, food processing facilities, and theme
parks. Prior to joining Hill, Mr. Ghali worked with EuroDisney. Mr. Ghali has a
B.S. degree in Business Administration/Economics and an M.S. in Business
Organizational Management from the University of LaVerne and is fluent in five
languages.

     FREDERIC SAMELIAN, PMP, PRESIDENT, CONSTRUCTION CLAIMS GROUP (58)

     Frederic Samelian has been President of Hill's Construction Claims Group
since December 2004. Prior to that, he was a Senior Vice President at Hill since
March 2003. Mr. Samelian is a recognized expert in both project management and
construction claims services. Prior to joining Hill, Mr. Samelian was a founder
and Partner with CONEX International, a construction dispute resolution firm.
Prior to that he was a Director with PricewaterhouseCoopers LLP where he managed
their construction claims consulting practice in Southern California. Mr.
Samelian is a certified Project Management Professional, and he earned a B.A. in
International Affairs from George Washington University, and an M.B.A. from
Southern Illinois University.

FINANCIAL INFORMATION

     The financial information included in Exhibit 99.2 to this Report was
prepared by Hill as a private company in accordance with United States generally
accepted accounting principles and may not be in compliance with SEC Regulation
S-X.


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ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits:

Exhibit   Description
-------   -----------
10.1      Merger Agreement dated December 5, 2005 among Arpeggio Acquisition
          Corporation, Hill International, Inc. and the Stockholders of Hill
          International, Inc.

10.2      Form of Voting Agreement among Arpeggio Acquisition Corporation, the
          stockholders of Hill International, Inc. and certain security holders
          of Arpeggio Acquisition Corporation.

10.3      Form of Lock-Up Agreement to be executed by the Stockholders of Hill
          International, Inc.

10.4      Form of Escrow Agreement among Arpeggio Acquisition Corporation, Irvin
          E. Richter, as the Stockholders' Representative, and Continental Stock
          Transfer & Trust Company, as Escrow Agent.

10.5      Form of Employment Agreement between Arpeggio Acquisition Corporation
          and Irvin E. Richter.

10.6      Form of Employment Agreement between Arpeggio Acquisition Corporation
          and David L. Richter.

10.7      Form of Employment Agreement between Arpeggio Acquisition Corporation
          and Stuart S. Richter.

99.1      Press release of Arpeggio Acquisition Corporation dated December 5,
          2005 (including unaudited financial information regarding Hill
          International, Inc.)

99.2      Certain unaudited consolidated financial statements of Hill
          International, Inc. and its subsidiaries.

99.3      Slide Show Presentation


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                                    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.

Dated: December 5, 2005                 ARPEGGIO ACQUISITION CORPORATION


                                        By: /s/ Eric Rosenfeld
                                            ------------------------------------
                                        Name: Eric Rosenfeld
                                        Title: Chairman of the Board
                                               and Chief Executive Officer


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