British
Virgin Islands |
6770 |
N/A |
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(State or other
jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
David Alan
Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller 405 Lexington Avenue, 19th Floor New York, New York 10174 (212) 818-8800 (212) 818-8881 Facsimile |
Simon Schilder, Esq. Ogier Qwomar Complex, 4th Floor PO Box 3170 Road Town, Tortola British Virgin Islands VG11110 +1 284 494 0545 + 1 284 494 0883 Facsimile |
Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 150 East 42nd Street, 11th Floor New York, New York 10017 (212) 370-1300 (212) 370-7889 Facsimile |
of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Unit(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Units, each
consisting of one ordinary share, no par value, and one Warrant(2) |
4,600,000 | $ | 10.00 | $ | 46,000,000 | $ | 5,271.60 | |||||||||||
Ordinary Shares
included as part of the Units(2) |
4,600,000 | | | | (3) | |||||||||||||
Warrants
included as part of the Units(2) |
4,600,000 | | | | (3) | |||||||||||||
Representatives Unit Purchase Option |
1 | $ | 100.00 | $ | 100 | | (3) | |||||||||||
Units
underlying the Representatives Unit Purchase Option (Representatives Units) |
400,000 | $ | 15.00 | $ | 6,000,000 | $ | 687.60 | |||||||||||
Ordinary Shares
included as part of the Representatives Units |
400,000 | | | | (3) | |||||||||||||
Warrants
included as part of the Representatives Units |
400,000 | | | | (3) | |||||||||||||
Total |
$ | 52,000,100 | $ | 5,959.20 |
(1) |
Estimated solely for the purpose of calculating the registration fee. |
(2) |
Includes 600,000 units, 600,000 ordinary shares underlying such units and 600,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) |
No fee pursuant to Rule 457(g). |
PRELIMINARY
PROSPECTUS |
SUBJECT TO COMPLETION, SEPTEMBER 7,
2012 |
Price to Public |
Underwriting Discounts and Commissions(1) |
Proceeds, Before Expenses, to us |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Unit
|
$ | 10.00 | $ | 0.45 | $ | 9.55 | ||||||||
Total
|
$ | 40,000,000 | $ | 1,800,000 | $ | 38,200,000 |
1) |
Includes $0.30 per unit, or approximately $1,200,000 (approximately $1,380,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters for a deferred corporate finance fee to be placed in the trust account described below. These funds will be released to the underwriters only on completion of our initial business combination, as described in this prospectus. See Underwriting for more details regarding the total compensation payable to the underwriters. |
PrinceRidge |
Summary
|
1 | |||||
Summary
Financial Data |
21 | |||||
Risk Factors
|
22 | |||||
Cautionary
Note Regarding Forward Looking Statements |
48 | |||||
Use of
Proceeds |
49 | |||||
Dividend
Policy |
53 | |||||
Dilution
|
54 | |||||
Capitalization |
56 | |||||
Managements Discussion and Analysis of Financial Condition and Results of Operations |
57 | |||||
Proposed
Business |
62 | |||||
Management
|
81 | |||||
Principal
Shareholders |
88 | |||||
Certain
Relationships and Related Party Transactions |
90 | |||||
Description
of Securities |
92 | |||||
British
Virgin Islands Company Considerations |
101 | |||||
Securities
Eligible for Future Sale |
109 | |||||
Taxation
|
111 | |||||
Notes
Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities |
123 | |||||
Underwriting
|
127 | |||||
Selling
Restrictions |
130 | |||||
Legal Matters
|
134 | |||||
Experts
|
134 | |||||
Where You Can
Find Additional Information |
134 | |||||
Index to
Financial Statements |
F-1 |
|
references to we, us or our company refer to Collabrium Japan Acquisition Corporation; |
|
references to an FPI or FPI status are references to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act; |
|
references to founder shares refer to the ordinary shares held by our initial shareholders; |
|
references to initial business combination or business combination are to our initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more target businesses; |
|
references to target businesses are to one or more businesses or entities with which we seek to complete our initial business combination; |
|
references to initial shareholders refer to our shareholders prior to this offering; |
|
references to our public shares refer to our ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
|
references to public shareholders refer to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that our initial shareholders and each member of management shall be considered a public shareholder only with respect to any public shares held by them; |
|
references to our management or our management team refer to our officers and directors; |
|
references to insider warrants are to the warrants to purchase an aggregate of 3,600,000 ordinary shares, each exercisable for one ordinary share at $11.50 per share, to be sold in a private placement at a price of $0.75 per warrant ($2,700,000 in the aggregate) that will occur simultaneously with the consummation of this offering; |
|
references to the Companies Act means the BVI Business Companies Act, 2004 of the British Virgin Islands; |
|
references to the Exchange Act means the Securities Exchange Act of 1934, as amended; |
|
references to the Securities Act means the Securities Act of 1933, as amended; |
|
references to the memorandum and articles of association refer to our memorandum and articles of association, as amended; and |
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the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. |
|
experience in sourcing, acquiring, operating, financing and selling businesses; |
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams; |
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significant experience as advisors on transactions; |
|
experience in executing transactions under varying economic and financial market conditions; and |
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experience in operating in developing environments around the world. |
Securities
offered |
4,000,000 units, at $10.00 per unit, each unit consisting of: |
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one ordinary share; and |
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one warrant. |
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Proposed
NASDAQ Capital Market symbols |
Units: JACQU |
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Ordinary shares: JACQ |
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Warrants: JACQW |
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Trading
commencement and separation of ordinary shares and warrants |
The
units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate
trading ten business days following the earlier to occur of the expiration of the underwriters over-allotment option, its exercise in full or the
announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option. The units will continue
separate trading on the NASDAQ Capital Market unless we and The PrinceRidge Group LLC, acting as representative of the underwriters, determine that the
units should cease trading. |
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Separate
trading of the ordinary shares and warrants is prohibited until we have filed a Form 6-K and issued a press release |
In no
event will the ordinary shares and warrants be traded separately until we have filed a Report of Foreign Private Issuer on Form 6-K with the SEC
containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issued a press release announcing the trading
date when such separate trading will commence. We will file the Form 6-K promptly after the closing of this offering, which is anticipated to take
place three business days from the date the units commence trading. If the underwriters over-allotment option is exercised following the initial
filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the exercise of the
underwriters over-allotment option. |
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Units: |
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Number
outstanding before this offering |
0 |
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Number
outstanding after this offering |
4,000,000 |
Ordinary
shares: |
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Number
outstanding before this offering |
1,533,3331 |
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Number
outstanding after this offering |
5,333,3332 |
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Warrants: |
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Number
outstanding before this offering |
0 |
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Number of
insider warrants to be sold simultaneously with closing of this offering |
3,600,000 |
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Number of
warrants to be outstanding after this offering and the private placement of insider warrants |
7,600,000 |
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Exercisability and exercise price |
Each
warrant offered in this offering is exercisable to purchase one ordinary share at $11.50 per share, subject to adjustment as described
herein. |
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Exercise
period |
The
warrants will become exercisable on the later of the completion of our initial business combination and 12 months from the date of this
prospectus. |
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We
are not registering the ordinary shares issuable upon exercise of the warrants at this time. When the warrants become exercisable, we are required to
have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current
prospectus in respect thereof available. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise
of the public warrants has not been declared effective within 120 days following the closing of our initial business combination, warrantholders may,
until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. |
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The
warrants will expire at 5:00 p.m., New York time, five years after the completion of our initial business combination or earlier upon redemption or
liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust
account. |
1 |
This number includes an aggregate of up to 200,000 founder shares held by our initial shareholders that are subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriters. |
2 |
Assumes no exercise of the underwriters over-allotment option and the resulting forfeiture of 200,000 founder shares. |
Redemption
of warrants |
Once
the warrants become exercisable, we may redeem the outstanding warrants (excluding the insider warrants but including any outstanding warrants issued
upon exercise of the unit purchase option granted to The PrinceRidge Group LLC or its designees), in whole and not in part, at a price of $0.01 per
warrant, upon a minimum of 30 days prior written notice of redemption (the 30-day redemption period) to each warrant holder, if and
only if: |
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the last sale price of our ordinary shares equals or exceeds $17.50 per share for any 20 trading days within a 30-trading
day period ending on the third business day before we send the notice of redemption to the warrant holders; and |
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there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a
current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of
redemption. |
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If we
call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so
on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary
shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The
fair market value shall mean the average reported last sale price of the ordinary shares for the ten trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
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Amendment
of Warrant Terms |
The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at least a majority of the then outstanding warrants in order to make any change that
adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if
holders of a majority of the then outstanding warrants approve of such amendment. Upon consummation of this offering, our initial shareholders will own
approximately 47% of the outstanding warrants (assuming they do not purchase any |
units
in this offering). Therefore, we would need approval from the holders of only approximately 3% of public warrants to amend the terms of the
warrants. |
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Founder
shares |
In
February and April 2012, our initial shareholders purchased an aggregate of 1,533,333 founder shares for an aggregate purchase price of $25,000, or
approximately $0.02 per share. In August 2012, Koji Fusa and Hiroshi Tamada transferred an aggregate of 55,556 founder shares to Collabrium Capital
(Guernsey) Limited and an aggregate of 141,975 founder shares to Timothy Duffy at the same price originally paid for them. The founder shares held by
our initial shareholders include an aggregate of 200,000 shares subject to forfeiture to the extent that the underwriters over-allotment option
is not exercised in full, so that our initial shareholders will own 25.0% of our issued and outstanding shares after this offering (assuming the
initial shareholders do not purchase any units in this offering). |
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The
founder shares are identical to the ordinary shares included in the units being sold in this offering, except that: |
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they are subject to certain transfer restrictions, as described in more detail below, and |
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our initial shareholders have agreed (1) to waive their redemption rights with respect to the founder shares and any public
shares they hold in connection with the consummation of our initial business combination and (2) to waive their rights to liquidating distributions
with respect to the founder shares if we fail to consummate our initial business combination within 15 months from the closing of this offering (or 18
months if we take advantage of the full three-month extension) although our initial shareholders will be entitled to receive liquidating distributions
with respect to any public shares they hold if we fail to consummate our initial business combination within such time period. |
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If we
submit our initial business combination to our shareholders for a vote, our initial shareholders, officers and directors have agreed to vote their
founder shares and any public shares they purchase during or after this offering in favor of our initial business combination. |
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Transfer
restrictions on founder shares |
Our
initial shareholders have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described in this
prospectus) until: |
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with respect to 20% of such shares, upon consummation of our initial business combination; |
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $12.00 for any |
20
trading days within a 30 trading day period following the consummation of our initial business combination; |
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $13.50 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination; |
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $15.00 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination; |
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $17.00 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination; and |
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with respect to 100% of such shares, immediately if, following a business combination, we engage in a subsequent transaction
(1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or
other change in the majority of our board of directors or management team in which the company is the surviving entity. |
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Insider
warrants |
Our
initial shareholders have committed to purchase an aggregate of 3,600,000 insider warrants, each exercisable to purchase one ordinary share at $11.50
per share, at a price of $0.75 per warrant ($2,700,000 in the aggregate) in a private placement that will occur simultaneously with the closing of this
offering. The insider warrants may be exercised for cash, or on a cashless basis, at the holders option, and may not be redeemed by us, in each
case so long as they are held by the initial purchasers or their permitted transferees. Otherwise, the insider warrants have terms and provisions that
are identical to those of the warrants being sold as part of the units in this offering. The purchase price of the insider warrants will be added to
the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the
closing of this offering (or 18 months if we take advantage of the full three-month extension), the proceeds of the sale of the insider warrants will
be used to fund the redemption of our public shares, and the insider warrants will expire worthless. |
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Transfer
restriction on insider warrants |
The
insider warrants (including the ordinary shares issuable upon exercise of the insider warrants) will not be transferable, assignable or salable (except
to certain |
permitted transferees) until 30 days after the completion of our initial business combination. |
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Proceeds to
be held in trust account |
$41,400,000, or $10.35 per unit of the proceeds of this offering and the proceeds of the private placement of the insider warrants
($47,310,000, or approximately $10.28 per unit, if the underwriters over-allotment option is exercised in full), will be placed in a segregated
trust account in with Continental Stock Transfer & Trust Company acting as trustee and will be invested only in U.S. government treasury bills
with a maturity of 180 days or less or in registered money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and
that invest solely in U.S. Treasuries. These proceeds include $1,200,000 ($1,380,000 if the underwriters over-allotment option is exercised in
full) payable to the underwriters for a deferred corporate finance fee. |
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Except for the interest income that may be released to us to pay any taxes and to fund our working capital requirements, none of the funds
held in the trust account will be released from the trust account until the earlier of: (1) the consummation of our initial business combination within
15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension), (2) the redemption of shares held by
public shareholders that seek to redeem their shares in connection with us taking advantage of the three-month extension and (3) our redemption of 100%
of the outstanding public shares prior to any voluntary winding up in the event we do not consummate our initial business combination within this time
period, which redemption will occur as promptly as reasonably possible, but not more than ten business days thereafter. |
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The
proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which would have priority over the claims of our
public shareholders. |
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Anticipated
expenses and funding sources |
Unless and until we complete our initial business combination, no proceeds held in the trust account, other than as described above, will be
available for our use. Based upon the current interest rate environment, we expect the proceeds placed in the trust account to generate approximately
$150,000 of interest over the next 18 months; however, this estimate may not be accurate. We may pay our expenses only from: |
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interest earned on the funds in the trust account; and |
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the net proceeds of this offering not held in the trust account, which we initially expect to be approximately
$300,000. |
Notwithstanding the foregoing, if necessary to meet our working capital needs following the consummation of this offering if the funds not
held in the trust account are insufficient, our officers, directors, initial shareholders or their affiliates may, but are not obligated to, loan us
funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory
note. The notes would either be paid upon consummation of our initial business combination (following the payment to any public shareholders seeking to
convert or sell their shares to us upon consummation of such business combination), without interest, or, at the holders discretion, up to
$500,000 of the notes may be converted into our warrants at a price of $0.75 per warrant. These warrants would be identical to the insider warrants.
The promissory notes will provide that if we do not complete a business combination, the amounts represented by such promissory notes will be
forgiven. |
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Fair Market
Value Determination |
Pursuant to the Nasdaq Capital Markets listing rules, the target business or businesses that we acquire must collectively have a fair market
value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial
business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. The
fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial
community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the
target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another
independent entity reasonably acceptable to The PrinceRidge Group LLC with respect to the satisfaction of such criteria. |
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Additional
conditions to consummating our initial business combination |
We
will consummate our initial business combination only (i) if we (or any entity which is a successor to us in an initial business combination) will
become the majority shareholder of the target or (ii), in the event we will become less than a majority shareholder, if we are not required to register
as an investment company under the Investment Company Act. Even if we end up owning a majority interest in the target, our shareholders prior to the
business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target
and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all
of the outstanding capital |
shares of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a
substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our
outstanding shares subsequent to our initial business combination. In no event will we consummate an initial business combination and allow redemptions
of our public shares such that we would have less than $5,000,001 in net tangible assets (including as a result of any redemptions that occurred upon
us taking advantage of the extension period described below). |
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Foreign
Private Issuer status |
As a
new registrant with the SEC, we were required to determine our status as an FPI under Rule 3b-4(d) of the Exchange Act, as of a date within 30 days of
the filing of our initial registration statement with the Commission. As an FPI, we will be required to comply with the tender offer rules in
connection with our initial business combination. We are required to determine our status as an FPI on an ongoing basis and for each subsequent fiscal
year, we will determine our FPI status as of the last day of our most recently completed second fiscal quarter. On such date, if we no longer qualify
as an FPI (as set forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S. domestic issuer rules as of the first day of the
fiscal year following the determination date. As a result, should we determine that we are no longer an FPI, commencing on the first day of the
following fiscal year, we will be subject to the U.S. domestic issuer rules and we will have the option of conducting redemptions like other blank
check companies in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. In addition, once we
fail to qualify as an FPI, we will remain so unless we meet the requirement for an FPI as of the last business day of the second fiscal quarter
following the end of the fiscal year that we lost our FPI status. We may voluntarily forfeit our status as an FPI so that we can avail ourselves of the
flexibility provided to U.S. domestic issuers. In determining whether to voluntarily obtain U.S. domestic issuer status, we will consider among other
factors, the time required to complete a business combination pursuant to the proxy rules and tender offer rules and whether we believe we are more
likely to consummate a business combination if we have the flexibility afforded to U.S. domestic issuers. |
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Permitted
purchases of public shares by us or our affiliates |
If we
are no longer an FPI and no longer subject to the FPI rules, we seek shareholder approval of our initial business combination and we do not conduct
redemptions in connection with our business combination pursuant to the tender offer rules, we may enter into privately |
negotiated transactions to purchase public shares from shareholders following consummation of our initial business combination with proceeds
released to us from the trust account immediately following consummation of our initial business combination. In such a situation, our initial
shareholders, directors, officers or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the
consummation of our initial business combination. We or our initial shareholders, directors, officers or affiliates may make such purchases, for
example, to acquire shares to vote in favor of our initial business combination or to satisfy a closing condition of a business combination and thereby
make it more likely that we consummate such business combination. Neither we nor our initial shareholders, directors, officers or their affiliates will
make any such purchases when we or they are in possession of any material nonpublic information not disclosed to the seller or during a restricted
period under Regulation M under the Exchange Act. Although we do not currently anticipate paying any premium purchase price (over the trust value) for
such public shares, if such a premium were paid by us, it would not be in the best interest of the remaining shareholders who do not redeem their
shares, because such shareholders may experience a reduction in book value per share compared to the value received by shareholders that have their
shares purchased by us at a premium. Nevertheless, because any payment of a premium by us will be made only from proceeds released to us from the trust
account following completion of a business combination, no such payments will reduce the per share amounts available in the trust account for
redemption in connection with the business combination. |
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Possible
extension of time to consummate a business combination |
We
have 15 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to
consummate our initial business combination within 15 months, we may extend the period of time to consummate a business combination by up to an
additional three months by offering our public shareholders the right to have their shares redeemed for a pro rata portion of the amount then on
deposit in the trust account; provided we will not go forward with any extension if it would result in us having less than $5,000,001 in net tangible
assets. |
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A
shareholders election to have its shares redeemed in connection with the extension will only be honored if we go forward with the extension.
Public shareholders who cause us to redeem their shares into their pro rata portion of the trust account will still have the right to exercise the
warrants that they received as part of the units if they continue to hold such warrants. |
Redemption
rights for public shareholders upon consummation of our initial business combination or extension |
We
will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination or upon us
taking advantage of the three-month extension described above at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest but net of taxes payable, divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $10.35 per share (or approximately $10.28 per share if the
underwriters over-allotment option is exercised in full), which is higher than the per-unit offering price of $10.00 which includes the deferred
corporate finance fee. There will be no redemption rights upon the consummation of our initial business combination or the extension with respect to
our warrants. Our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any
public shares they may hold in connection with the consummation of our initial business combination or extension period. |
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Manner of
conducting redemptions |
Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their business combinations
and related redemptions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we
do not anticipate conducting proxy solicitations. If we are an FPI (which exempts us from the proxy rules pursuant to the Exchange Act), we will
conduct redemptions of our public shares in accordance with the tender offer rules as discussed below. If we are no longer an FPI and a shareholder
vote is not required by law or the NASDAQ Capital Market, or we decide not to hold a shareholder vote for business reasons, we will also conduct the
redemptions of our public shares in accordance with the tender offer rules. Pursuant to our memorandum and articles of association, in connection with
such redemptions, we will: |
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offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer
tender offers, and subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of
the proposed business combination, and |
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file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially
the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies. |
In
the event we conduct redemptions pursuant to the tender offer rules, our redemption offer shall remain open for at least 20 business days, in
accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration
of the tender offer period. If we seek shareholder approval of our business combination while we are an FPI, regardless of how any such shareholder
votes, our public shareholders will only be able to redeem their ordinary shares in connection with a tender offer which will be conducted pursuant to
the tender offer rules. |
||||||
If we
determine to take advantage of the three-month extension, we will conduct the redemptions pursuant to a tender offer in the same manner as described
above. |
||||||
If,
however, we are no longer an FPI and a shareholder approval of the transaction is required by law or the NASDAQ Capital Market or we decide to obtain
shareholder approval of any business combination for business reasons, we will: |
||||||
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which
regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
||||||
file proxy materials with the SEC. |
||||||
Many
blank check companies would not be able to consummate a business combination if the holders of the companys public shares voted against a
proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such companys initial
public offering, which percentage threshold has typically been between 19.99% and 39.99%. As a result, many blank check companies have been unable to
complete business combinations because the amount of shares voted by their public shareholders electing redemption exceeded the maximum redemption
threshold pursuant to which such company could proceed with our initial business combination. Since we have no redemption threshold percentage
contained in our memorandum and articles of association, our structure is different in this respect from the structure that has been used by many blank
check companies. Notwithstanding the foregoing, a target business may require that no more than a certain percentage of our public shareholders elect
to have their shares redeemed so as to ensure a minimum level of funding to the target business following the business combination. |
Limitation
on number of shares that may be redeemed |
In no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (including as a result of any
redemptions that occurred upon us taking advantage of the extension period). However, the terms of the proposed business combination may require our
net tangible assets to be greater than $5,000,001. For example, the proposed business combination may require: (1) cash consideration to be paid to the
target or its shareholders or members of its management team, (2) cash to be transferred to the target for working capital or other general corporate
purposes or (3) the allocation of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event we
fail to receive any outside financing in connection with the business combination and the aggregate cash consideration we would be required to pay for
all shares that are validly tendered plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not consummate the business combination and any shares tendered pursuant to the tender
offer will be returned to the holders thereof following the withdrawal of the tender offer. |
|||||
Limitation
on redemption rights of shareholders holding 10% or more of the shares sold in this offering if we hold a shareholder vote |
Notwithstanding the foregoing redemption rights, if we are no longer an FPI and we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our memorandum and
articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with
whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from
redeeming its shares with respect to more than an aggregate of 10% of the shares sold in this offering. We believe this restriction will discourage
shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means
to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. |
|||||
By
limiting our shareholders ability to redeem no more than 10% of the shares sold in this offering, we believe we will limit the ability of a small
group of shareholders to unreasonably attempt to block our ability to consummate our initial business combination, particularly in connection with a
business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. |
However, there is no restriction on our shareholders ability to vote all of their shares for or against a business
combination. |
||||||
Amendments
to memorandum and articles of association |
Many
blank check companies have a provision in their organizational documents which prohibit the amendment of certain charter provisions. Our memorandum and
articles of association provides that any of its provisions, including those related to pre-business combination activity, may be amended if approved
by the affirmative vote of holders holding at least 65% (or 50% if approved in connection with our initial business combination) of our outstanding
shares that have voted on such amendment and are entitled to vote, unlike other blank check companies that typically require the approval of between
90% and 100% of their public shares. Our initial shareholders, who will beneficially own 25% of our ordinary shares upon the closing of this offering
(assuming they do not purchase any units in this offering), will participate in any vote to amend our memorandum and articles of association and will
have the discretion to vote in any manner they choose. In addition, our memorandum and articles of association (excluding provisions relating to
shareholders rights or pre-business combination activity) may be unilaterally amended with the approval of directors and without shareholder
consent. |
|||||
Redemption
rights in connection with proposed amendments to our memorandum and articles of association |
Pursuant to our memorandum and articles of association, prior to our initial business combination, if we seek to amend any provisions of our
memorandum and articles of association relating to shareholders rights or pre-business combination activity not in conjunction with the
consummation of our business combination, we will provide dissenting public shareholders with the opportunity to vote on any such amendment and offer
such public shareholder, via a tender offer, the to redeem their public shares in connection with any such vote. Holders will have at least 20 days to
determine whether to redeem their shares. Our initial shareholders, officers and directors have agreed to waive any redemption rights with respect to
any founder shares and any public shares they may hold in connection with any vote to amend our memorandum and articles of association prior to our
initial business combination. |
|||||
Notwithstanding our ability to amend the memorandum and articles of association as described above, our obligation to redeem the public shares
upon our failure to complete an initial business combination within the allotted time may not be modified. We and our directors and officers have also
agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and timing of our obligation to
redeem our public shares if we are |
unable to consummate our initial business combination within 15 months from the closing of this offering or 18 months from the closing of this
offering if we take advantage of the three-month extension. |
||||||
Release of
funds in trust account on closing of our initial business combination |
On
the closing of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts
due to any public shareholders who exercise their redemption rights as described above and to pay the underwriters their deferred corporate finance
fee. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses we acquire in
our initial business combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released
from the trust account are used for payment of the purchase price in connection with our business combination, we may apply the cash released to us
from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations
of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the
purchase of other companies or for working capital. |
|||||
Redemption
of public shares and distribution and liquidation if no initial business combination |
We
will have only 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension) to consummate our
initial business combination. We are not permitted to extend this time period unless we offer each holder the right to have his shares redeemed in
connection with any such extension, as described above, and have no current intention on doing so. If we are unable to consummate our initial business
combination within 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension), we will, as
promptly as reasonably possible, but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account,
pro rata to our public shareholders by way of redemption, and cease all operations except for the purposes of winding up of our affairs, as further
described herein. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles
of association and prior to any voluntary winding up, although at all times subject to the Companies Act. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate our initial business combination within
the applicable time period. |
|||||
If we
do not complete our initial business combination within 15 months from the closing of this offering (or |
18
months if we take advantage of the full three-month extension), we intend to enter voluntary liquidation, which is the statutory
process for formally closing and dissolving a company under the laws of the British Virgin Islands. This will be commenced following the redemption of
public shareholders from the trust account and payment of our creditors. Therefore in these circumstances, we expect the voluntary
liquidation process will not cause any delay to the payment of redemption proceeds from our trust account to our public
shareholders. |
||||||
Our
initial shareholders have waived their redemption rights with respect to their founder shares if we fail to consummate an initial business combination
within 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension). However, if our initial
shareholders, or any of our officers, directors or affiliates, acquire public shares in or after this offering, they will be entitled to receive
liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time
period. |
||||||
The
underwriters have agreed to waive their rights to their deferred corporate finance fee held in the trust account in the event we do not consummate our
initial business combination within 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension)
and, in such event, the deferred corporate finance fee will be included with the funds held in the trust account that will be available to fund the
redemption of our public shares. |
||||||
By
letter agreement executed in connection with this offering, Koji Fusa, our Chief Executive Officer and a member of our board of directors, and Andrew
Williams, our Chairman of the Board, have agreed that they will be jointly and severally liable to us, if and to the extent any claims by a vendor for
services rendered or products sold to us, or a prospective target business with which we have discussed entering into a business combination, reduce
the amounts in the trust account to below $10.35 per share (or approximately $10.28 per share if the over-allotment option is exercised in full) except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account (even if such waiver is deemed to be
unenforceable) and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. |
||||||
We
have not independently verified whether Messrs. Fusa or Williams have sufficient funds to satisfy the potential |
indemnity obligation and, therefore, it is possible that they will be unable to satisfy the obligation. However, we believe the likelihood of
Messrs. Fusa or Williams having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target
businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the
trust account. |
||||||
Limited
payments to insiders |
There
will be no reimbursements or cash (or non-cash) payments made to our initial shareholders, officers, directors, or our or their affiliates for services
rendered to us prior to or in connection with the consummation of our initial business combination, other than: |
|||||
Repayment of an aggregate of $100,000 in loans and advances made to us by our management team to cover offering-related and
organizational expenses, which loans are to be repaid out of the proceeds of the offering upon the closing of the offering; |
||||||
payment of an aggregate of $7,500 per month to Collabrium Advisors LLP, affiliate of Andrew Williams, and Eureka Company
Limited, an affiliate of Koji Fusa, for office space and related services; and |
||||||
Reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial business
combination, provided that no proceeds of this offering held in the trust account may be applied to the payment of such expenses prior to the
consummation of our initial business combination, except to the extent paid out of the interest earned on the funds held in the trust account that may
be released to us to fund working capital requirements. |
April 15, 2012 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted |
||||||||||
Balance
Sheet Data: |
|||||||||||
Working
capital (deficiency) |
$ | (53,190 | ) | $ | 40,521,910 | ||||||
Total assets
|
$ | 144,686 | $ | 40,521,910 | |||||||
Total
liabilities |
$ | 122,876 | $ | | |||||||
Value of
ordinary shares that may be redeemed in connection with our initial business combination ($10.35 per share) |
$ | | $ | 35,521,909 | |||||||
Shareholders equity |
$ | 21,810 | $ | 5,000,001 |
|
restrictions on the nature of our investments; and |
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
|
registration as an investment company; |
|
adoption of a specific form of corporate structure; and |
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
|
may significantly dilute the equity interest of investors in this offering; |
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants. |
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding. |
|
solely dependent upon the performance of a single business, property or asset, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
|
the history and prospects of companies whose principal business is the acquisition of other companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
a review of debt to equity ratios in leveraged transactions; |
|
our capital structure; |
|
an assessment of our management and their experience in identifying operating companies; |
|
general conditions of the securities markets at the time of this offering; and |
|
other factors as were deemed relevant. |
|
limited availability of market quotations for our securities; |
|
reduced liquidity with respect to our securities; |
|
determination that our ordinary shares are a penny stock, which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market; |
|
a limited amount of news and analyst coverage for our company; and |
|
a decreased ability to issue additional securities or obtain additional financing in the future. |
|
The filing of our quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
|
Preparing our financial statements in accordance with GAAP rather than the ability to use any of GAAP, the International Accounting Standards Board (IASB IFRS) or local GAAP; |
|
Being subject to the U.S. proxy rules; |
|
Being subject to Regulation FD which requires issuers to make public disclosures of any material non-public information that has been selectively disclosed to securities industry professionals (for example, analysts) or shareholders; |
|
Being subject to the Sarbanes-Oxley Act. Although the Sarbanes-Oxley Act generally does not distinguish between domestic U.S. issuers and FPIs, the SEC has adopted a number of significant exemptions for the benefit of FPIs in the application of its rules adopted under the Sarbanes-Oxley Act. These exemptions cover areas such as: (1) audit committee independence; and (2) black-out trading restrictions (Regulation BTR); and |
|
Being subject to a more detailed executive compensation disclosure. |
|
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; or |
|
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
the U.S. judgment is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining the judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and |
|
the proceedings pursuant to which the judgment was obtained were not contrary to natural justice. |
|
our ability to complete our initial business combination; |
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
|
our potential ability to obtain additional financing to complete our initial business combination; |
|
our pool of prospective target businesses; |
|
failure to maintain the listing or the delisting of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
our public securities potential liquidity and trading; |
|
the lack of a market for our securities; |
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
|
our financial performance following this offering. |
Without Over-Allotment Option |
Over-Allotment Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds |
||||||||||
Gross
proceeds from units offered to public |
$ | 40,000,000 | $ | 46,000,000 | ||||||
Gross
proceeds from insider warrants offered in the private placement |
2,700,000 | 2,700,000 | ||||||||
Total gross
proceeds |
$ | 42,700,000 | $ | 48,700,000 | ||||||
Estimated
Offering expenses(1) |
||||||||||
Underwriting
commissions (1.5% of gross proceeds from units offered to public, excluding deferred corporate finance fee)(2) |
$ | 600,000 | $ | 690,000 | ||||||
Legal fees
and expenses |
230,000 | 230,000 | ||||||||
Printing and
engraving expenses |
40,000 | 40,000 | ||||||||
Accounting
fees and expenses |
40,000 | 40,000 | ||||||||
NASDAQ
Capital Market Listing fees |
50,000 | 50,000 | ||||||||
SEC filing
fees |
5,959 | 5,959 | ||||||||
FINRA
Registration fee |
8,300 | 8,300 | ||||||||
Miscellaneous
|
25,741 | 25,741 | ||||||||
Total
offering expenses |
$ | 1,000,000 | $ | 1,090,000 | ||||||
Proceeds
after offering expenses |
$ | 41,700,000 | $ | 47,610,000 | ||||||
Not held in
trust account |
$ | 300,000 | $ | 300,000 | ||||||
Held in
trust account |
$ | 41,400,000 | $ | 47,310,000 | ||||||
% of
public offering size |
103.5 | % | 102.8 | % |
Amount(3) |
Percentage |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Legal,
accounting, due diligence, travel, and other expenses in connection with any business combination |
$ | 122,500 | 27.2 | % | ||||||
Legal and
accounting fees related to regulatory reporting obligations |
100,000 | 22.2 | % | |||||||
Administrative Fee |
135,000 | 30.0 | % | |||||||
Director and
Officer Insurance |
85,000 | 18.9 | % | |||||||
Other
miscellaneous expenses |
7,500 | 1.7 | % | |||||||
Total
|
$ | 450,000 | 100.0 | % |
(1) |
A portion of the offering expenses have been prepaid from the proceeds of an aggregate of $100,000 of loans from our management team, as described in this prospectus. The loans will be repaid without interest upon the closing of this offering out of the amount of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. |
(2) |
The underwriting discount of 1.5% is payable at the closing of the offering and the deferred corporate finance fee of 3.0% is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. No discounts or commissions will be paid with respect to the purchase of the insider warrants. |
(3) |
These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our |
current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. |
Public
offering price |
$ | 10.00 | ||||||||
Net tangible
book value before this offering |
$ | (0.03 | ) | |||||||
Increase
attributable to public shareholders |
2.66 | |||||||||
Pro forma net
tangible book value after this offering |
2.63 | |||||||||
Dilution to
new investors |
$ | 7.37 |
Total shares(1) |
Total consideration |
Average price per share(1) |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number |
Percentage |
Amount |
% |
||||||||||||||||||||
Initial
Shareholder |
1,333,333 | 25 | % | $ | 25,000 | 0.06 | % | $ | 0.02 | ||||||||||||||
Public
Shareholders |
4,000,000 | 75 | % | 40,000,000 | 99.94 | % | $ | 10.00 | |||||||||||||||
Total
|
5,333,333 | 100 | % | $ | 40,025,000 | 100.00 | % |
(1) |
Assumes that the underwriters over-allotment option has not been exercised and an aggregate of 200,000 shares have been forfeited by our initial shareholders. |
Numerator: |
||||||
Net tangible
book value before this offering |
$ | (53,190 | ) | |||
Net proceeds
from this offering, the sale of insider warrants and the sale of the unit purchase option |
41,700,100 | |||||
Offering
costs incurred in advance and excluded from net tangible book value before this offering |
75,000 | |||||
Less:
deferred corporate finance fee |
(1,200,000 | ) | ||||
Less:
3,432,068 ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 |
(35,521,909 | ) | ||||
5,000,001 | ||||||
Denominator: |
||||||
Ordinary
shares outstanding prior to this offering |
$ | 1,533,333 | ||||
Ordinary
shares forfeited if over-allotment is not exercised |
(200,000 | ) | ||||
Ordinary
shares included in the units offered |
4,000,000 | |||||
Less:
ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 |
(3,432,068 | ) | ||||
1,901,265 |
April 15, 2012 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted |
||||||||||
Notes and
advances payable to affiliates |
$ | 122,876 | $ | | |||||||
3,432,068
ordinary shares, subject to redemption(1) |
| 35,521,909 | |||||||||
Shareholders equity: |
|||||||||||
Preferred
shares, no par value, unlimited shares authorized; none issued or outstanding |
|||||||||||
Ordinary
shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding; 1,901,265 (excludes 3,432,068 ordinary shares subject to redemption) shares issued and outstanding, as adjusted(2) |
25,000 | 5,003,191 | |||||||||
Deficit
accumulated during the development stage |
(3,190 | ) | (3,190 | ) | |||||||
Total
shareholders equity |
21,810 | 5,000,001 | |||||||||
Total
capitalization |
$ | 144,686 | $ | 40,521,910 |
(1) |
In connection with our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein. |
(2) |
Assumes the over-allotment option has not been exercised and an aggregate of 200,000 founder shares held by our initial shareholders have been forfeited as a result thereof. |
|
may significantly dilute the equity interest of investors in this offering; |
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
|
may have the effect of delaying or preventing a change of control of us by diluting the shares ownership or voting rights or a person seeking to obtain control of us; and |
|
may adversely affect prevailing market prices for our ordinary shares and/or warrants. |
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
our inability to pay dividends on our ordinary shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
|
staffing for financial, accounting and external reporting areas, including segregation of duties; |
|
reconciliation of accounts; |
|
proper recording of expenses and liabilities in the period to which they relate; |
|
evidence of internal review and approval of accounting transactions; |
|
documentation of processes, assumptions and conclusions underlying significant estimates; and |
|
documentation of accounting policies and procedures. |
|
low competition for private equity deals due to several large private equity groups performing negatively; |
|
attractive valuations with half of the Tokyo Stock Price Index (TOPIX) trading at or below 5 times earnings before interest, taxes, depreciation and amortization; and |
|
growth rates are expected to be higher in Japan than other developed markets due to the necessary expansion following the earthquake that took place in Japan in March 2011. |
|
experience in sourcing, acquiring, operating, financing and selling businesses; |
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams; |
|
significant experience as advisors on transactions; |
|
experience in executing transactions under varying economic and financial market conditions; and |
|
experience in operating in developing environments around the world. |
|
Established Companies with Proven Track Records. We intend to seek to acquire established companies with sound historical financial performance. We anticipate focusing on companies with a history of strong operating and financial results and strong fundamentals. We do not currently intend to acquire start-up companies or companies with recurring negative free cash flow. |
|
Companies with, or with the Potential for, Strong Free Cash Flow Generation. We intend to seek to acquire one or more businesses that already have generated, or have the potential to generate, strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams. |
|
Strong Competitive Industry Position. We intend to focus on targets that have a leading, growing or niche market position in their industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. We intend to seek to acquire a business that demonstrates advantages when compared to their competitors, which may help to protect their market position and profitability. |
|
Experienced Management Team. We intend to seek to acquire one or more businesses with a strong, experienced management team that provides a platform for us to further develop the acquired business management capabilities. We intend to seek to partner with a potential targets management team and |
expect that the operating and financial abilities of our management team will complement their own capabilities. |
|
Business with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth. We intend to seek to acquire one or more businesses that have achieved, or have the potential for, significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction, synergistic follow-on acquisitions and increased operating leverage. |
|
Diversified Customer and Supplier Base. We intend to seek to acquire businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors. |
|
Benefit from Being a Public Company. We intend to seek to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. |
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
|
cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Shareholder Approval is Required |
|||||
---|---|---|---|---|---|---|
Purchase of
assets |
No |
|||||
Purchase of
shares of target not involving a merger with the company |
No |
|||||
Merger of
target with a subsidiary of the company |
No |
|||||
Merger of the
company with a target |
Yes |
|
the funds in our trust account that are so used will not be available to us after the business combination; |
|
the public float of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the quotation, listing or trading of our securities on a national securities exchange; |
|
because the shareholders who sell their shares in a privately negotiated transaction or pursuant to market transactions as described above may receive a per share purchase price payable from the trust account that is not reduced by a pro rata share of the deferred corporate finance fee or taxes payable, our remaining shareholders may bear the entire payment of such deferred commissions and taxes payable. That is, if we are no longer an FPI and seek shareholder approval of our initial business combination, the redemption price per share payable to public shareholders who elect to have their shares redeemed will be reduced by a larger percentage of the taxes payable than it would have been in the absence of such privately negotiated or market transactions, and shareholders who do not elect to have their shares redeemed and remain our shareholders after the business combination will bear the economic burden of the deferred commissions and taxes payable because such amounts will be payable by us; and |
|
the payment of any premium would result in a reduction in book value per share for the remaining shareholders compared to the value received by shareholders that have their shares purchased by us at a premium. |
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
|
file tender offer documents with the SEC prior to consummating our initial business combination which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. |
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
|
file proxy materials with the SEC. |
Terms of Our Offering |
Terms Under a Rule 419 Offering |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds |
$41,400,000 of
the net offering proceeds (or $47,310,000 if the underwriters over-allotment option is exercised in full), which includes the $2,700,000 net
proceeds from the sale of the insider warrants and a $1,200,000 deferred corporate finance fee (or $1,380,000 if the underwriters over-allotment
option is exercised in full), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as
trustee. |
Approximately
$35,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account
with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for
persons having the beneficial interests in the account. |
||||||||
Investment of
net proceeds |
$41,400,000 of
the net offering proceeds (or $47,310,000 if the underwriters over-allotment option is exercised in full), which includes the $2,700,000 net
proceeds from the sale of the insider warrants and a $1,200,000 deferred corporate finance fee (or $1,380,000 if the underwriters over-allotment
option is exercised in full) held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in registered
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S.
Treasuries. |
Proceeds could be
invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct
obligations of, or obligations guaranteed as to principal or interest by, the United States. |
||||||||
Limitation on
fair value or net assets of target business |
The initial
target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account at the time of the execution of
a definitive agreement for our initial business combination. |
We would be
restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum
offering proceeds. |
||||||||
Receipt of
interest on escrowed funds |
Interest on
proceeds from the trust account to be paid to shareholders is reduced by: (i) any taxes paid or payable and then (ii) any of the interest earned in the
trust account that can be used for working capital purposes. |
Interest on funds
in escrow account would be held for the sole benefit of public shareholders, unless and only after the funds held in escrow were released to us in
connection with our consummation of our initial business combination. |
Terms of Our Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Trading of
securities issued |
The units will
begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on
the 10th business day following the earlier to occur of the expiration of the underwriters over-allotment option, its exercise in full or the
announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our subject
to our filing of a Report of Foreign Private Issuer on Form 6-K with the SEC, containing an audited balance sheet reflecting our receipt of the gross
proceeds of this offering and issuing a press release announcing the trading date when such separate trading will commence. We will file the Form 6-K
promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the
over-allotment option is exercised following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated
financial information to reflect the exercise of the over-allotment option. |
No trading of the
units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the
securities would be held in the escrow or trust account. |
||||||||
Exercise of
the warrants |
The warrants
cannot be exercised until the later of the completion of our initial business combination or 12 months from the date of this
prospectus. |
The warrants
could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be
deposited in the escrow or trust account. |
Terms of Our Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election to
remain an investor |
We will provide
our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on
deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the
limitations described herein. We may not be required by law or the NASDAQ Capital Market to hold a shareholder vote. If we are not required either by
law or the NASDAQ Capital Market, or we do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of
association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed business combination and
file tender offer documents with the SEC which will contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under the SECs proxy rules. If, however, we hold a shareholder vote, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we are no longer an FPI and seek shareholder approval, we will consummate our initial business combination only if a majority of the ordinary
shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction. |
A prospectus
containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the
opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective
date of a post-effective amendment to the companys registration statement, to decide if he, she or it elects to remain a shareholder of the
company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 th business day,
funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the public shareholder. Unless a sufficient
number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the
securities are issued. |
Terms of Our Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Business
combination deadline |
If we are unable
to complete our initial business combination within 15 months from the closing of this offering (or 18 months if we take advantage of the full
three-month extension), we will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then
on deposit in the trust account, pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding
up of our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles
of association and prior to any voluntary winding up. |
If an acquisition
has not been consummated within 18 months after the effective date of the companys registration statement, funds held in the trust or escrow
account are returned to investors. |
||||||||
Release of
funds |
Except for the
interest income earned on the trust account balance (net of taxes payable) released to us to pay any taxes on such interest and to fund our working
capital requirements, none of the funds held in the trust account will be released from the trust account until the earlier of: (i) the consummation of
our initial business combination and (ii) a redemption to public shareholders prior to any voluntary winding-up in the event we do not consummate our
initial business combination. |
The proceeds held
in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business
combination within the allotted time. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Andrew
Williams |
59 | Chairman of the Board |
||||||||
Koji Fusa
|
52 | Chief
Executive Officer and Director |
||||||||
Hiroshi Tamada
|
46 | Director |
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F; |
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
|
discussing with management major risk assessment and risk management policies; |
|
monitoring the independence of the independent auditor; |
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
reviewing and approving all related-party transactions; |
|
inquiring and discussing with management our compliance with applicable laws and regulations; |
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
appointing or replacing the independent auditor; |
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
|
should have demonstrated notable or significant achievements in business, education or public service; |
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
Name of Affiliated Company |
Name of Individual(s) |
Priority/Preference relative to Collabrium Japan Acquisition Corporation |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Collabrium
Capital Limited |
Andrew Williams |
Mr.
Williams will be required to present all business opportunities which are suitable for Collabrium Capital Limited to Collabrium Capital Limited prior
to presenting them to us. Collabrium Capital Limited is a global emerging market asset manager. |
||||||||
Sandringham
Capital Partners Limited |
Koji Fusa |
Mr.
Fusa will be required to present all business opportunities which are suitable for Sandringham Capital Partners Limited to Sandringham Capital Partners
Limited prior to presenting them to us. Sandringham Capital Partners Limited is an investment manager and advisory company. |
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
|
Our initial shareholders purchased the founder shares prior to the date of this prospectus and will purchase the insider warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders have agreed to waive their right to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension). However, if our initial shareholders, or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the insider warrants will be used to fund the redemption of our public shares, and the insider warrants will expire worthless. |
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
each of our officers, directors and director nominees that beneficially owns ordinary shares; and |
|
all our officers and directors as a group. |
Prior to Offering |
After Offering(2) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner(1) |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of Common Stock |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of Common Stock |
|||||||||||||||
Andrew
Williams |
255,556 | (3) | 16.7 | % | 222,223 | (3) | 4.2 | % | |||||||||||
Koji
Fusa |
567,901 | 37.0 | % | 493,827 | 9.3 | % | |||||||||||||
Hiroshi Tamada |
567,901 | 37.0 | % | 493,827 | 9.3 | % | |||||||||||||
Timothy Duffy |
141,975 | 9.3 | % | 123,456 | 2.3 | % | |||||||||||||
All
directors and executive officers as a group (three individuals) |
1,391,358 | 90.7 | % | 1,209,877 | 22.7 | % |
(1) |
Unless otherwise indicated, the business address of each of the individuals is located at c/o Collabrium Advisors LLP, 16 Old Bond Street, London W1S 4PS. |
(2) |
Assumes exercise of the underwriters over-allotment option and no resulting forfeiture of an aggregate of 200,000 founder shares owned by our initial shareholders. |
(3) |
Represents shares held by Collabrium Capital (Guernsey) Limited, of which Mr. Williams is Chief Executive Officer and a Director. |
|
the reported last sale price of the ordinary shares equals or exceeds $17.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders; and |
|
there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of redemption. |
|
if we are unable to consummate our initial business combination within 15 months from the closing of this offering (or 18 months if we take advantage of the full three-month extension), we (i) will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption and (ii) intend to cease all operations except for the purposes of winding up our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up; |
|
prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination; |
|
although we do not intend to enter into our initial business combination with a target business that is affiliated with our initial shareholders, or other directors or officers, we are not prohibited from doing so. In the event we enter into such a transaction, we will obtain an opinion from an independent investment banking firm reasonably acceptable to The PrinceRidge Group LLC that such a business combination is fair to our shareholders from a financial point of view; |
|
if a shareholder vote on our initial business combination is not required by law or the NASDAQ Capital Market and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, and will file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; and |
|
we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
|
consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares; |
|
sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the Companies Act; |
|
cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or |
|
create new classes of shares with preferences to be determined by the board of directors at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval. |
British
Virgin Islands |
Delaware |
||||||
Shareholder Meetings |
|||||||
Held at a time and place as determined by the directors |
May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the
board of directors |
||||||
May be held within or without the British Virgin Islands |
May be held within or without Delaware |
||||||
Notice: |
Notice: |
||||||
Subject
to a requirement in the memorandum and articles of association to give longer notice, a copy of the notice of any meeting shall be given not fewer than
seven (7) days before the date of the proposed meeting to those persons whose names appear in the register of members on the date the notice is given
and are entitled to vote at the meeting |
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which
shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any |
||||||
Shareholders Voting Rights |
|||||||
Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member.
Quorum is fixed by the memorandum and articles of association, but where no such quorum is fixed, shall consist of the holder or holders present in
person or by proxy entitled to exercise at least 50 percent of the voting rights of the shares of each class or series of shares entitled to vote as a
class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon |
Any person authorized to vote may authorize another person or persons to act for him by proxy |
||||||
For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum
consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a
quorum |
British
Virgin Islands |
Delaware |
||||||
For
non-shares companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the
shareholders shall constitute a quorum |
|||||||
Changes in the rights attaching to shares as set forth in the memorandum and articles of association require approval of at
least such majority of the affected shareholders as specified in the memorandum and articles of association |
Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents
require approval of a majority of its shareholders |
||||||
The memorandum and articles of association may provide for cumulative voting in the election of directors |
The memorandum and articles of association may provide for cumulative voting |
||||||
Approval of a business combination may be by a majority of shares voted at the meeting |
Approval of a initial business combination may be by a majority of outstanding shares if such transaction involves the
merger of such entity |
||||||
Directors |
|||||||
Board must consist of at least one member |
Board must consist of at least one member |
||||||
Maximum number of directors can be changed by an amendment to the articles of association |
Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a
change in the number shall be made only by amendment of the charter |
||||||
Directors do not have to be independent |
Directors do not have to be independent |
||||||
Fiduciary Duties |
|||||||
Directors and officers owe fiduciary duties at both common law and under statute as follows: |
Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the
corporation. |
||||||
Duty to act honestly and in good faith in what the directors believe to be in the best interests of the
company; |
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal
benefits. |
||||||
Duty to exercise powers for a proper purpose and shall not act, or agree to act, in a matter that contravenes the Companies
Act or the memorandum and articles of association; |
Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was
taken in the best interest of the corporation will be protected by the business judgment rule. |
||||||
Duty to exercise the care, diligence and skill that a responsible director would exercise in the circumstances taking into
account, without limitation: |
|||||||
(a) the nature of the company; |
|||||||
(b) the nature of the decision; and |
British
Virgin Islands |
Delaware |
||||||
(c) the position of the director and the nature of the responsibilities undertaken by him. |
|||||||
The Companies Act
provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to
be entered into, by the company, disclose the interest to the board of the Company. However, in some instances a breach of this obligation can be
forgiven. |
|||||||
Pursuant to Section 125(4) of the Companies Act and pursuant to the companys memorandum and articles of association,
so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to the board he/she may: |
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the
transaction. |
||||||
vote on a matter relating to the transaction; |
|||||||
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors
present at the meeting for the purposes of a quorum; and |
|||||||
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the
transaction. |
|||||||
Shareholders Derivative Actions |
|||||||
Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British
Virgin Islands court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as
derivative actions. The British Virgin Islands court may only grant permission to bring a derivative action where the following circumstances
apply: |
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the
transaction. |
||||||
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
|||||||
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment
of the shareholders as a whole. |
|||||||
When considering
whether to grant leave, the British Virgin Islands court is also required to have regard to the following matters: |
|||||||
whether the shareholder is acting in good faith; |
British
Virgin Islands |
Delaware |
|||||
whether a derivative action is in the companys best interests, taking into account the directors views on
commercial matters; |
||||||
whether the action is likely to proceed; |
||||||
the costs of the proceedings; and |
||||||
whether there is another alternative remedy available. |
||||||
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff
was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholders shares thereafter devolved
upon such shareholder by operation of law. |
||||||
Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons
for not making such effort. |
||||||
Such action shall not be dismissed or compromised without the approval of the Chancery Court. |
||||||
If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be
able to bring a derivative action against us after the ordinary shares have been canceled. |
|
vote on a matter relating to the transaction; |
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and |
|
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction. |
|
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole. |
|
whether the shareholder is acting in good faith; |
|
whether a derivative action is in the companys best interests, taking into account the directors views on commercial matters; |
|
whether the action is likely to proceed; |
|
the costs of the proceedings; and |
|
whether there is another alternative remedy available. |
|
a company is acting or proposing to act illegally or beyond the scope of its authority; |
|
the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; |
|
the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or |
|
those who control the company are perpetrating a fraud on the minority. |
|
1% of the total number of ordinary shares then outstanding, which will equal 53,333 shares immediately after this offering (or 61,333 if the underwriters exercise their over-allotment option); or |
|
the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 6-K reports; and |
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
|
holders have no permanent establishment in Japan, |
|
no Japanese holder of ordinary shares, either directly or indirectly, holds, alone or together with associated parties, an interest of 5% or more of the total issued and outstanding shares of our company; and |
|
our company is treated as a non-pass-through and taxable foreign corporation for Japanese tax purposes. |
|
an individual citizen or resident of the United States; |
|
a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
|
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
|
a trust if (i) a U.S. court can exercise primary supervision over the trusts administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
|
financial institutions or financial services entities; |
|
broker-dealers; |
|
taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code; |
|
tax-exempt entities; |
|
governments or agencies or instrumentalities thereof; |
|
insurance companies; |
|
regulated investment companies; |
|
real estate investment trusts; |
|
expatriates or former long-term residents of the United States; |
|
persons that actually or constructively own 5 percent or more of our voting shares; |
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
|
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or |
|
persons whose functional currency is not the U.S. dollar. |
|
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and |
|
any excess distribution made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holders holding period for the ordinary shares). |
|
the U.S. Holders gain or excess distribution will be allocated ratably over the U.S. Holders holding period for the ordinary shares or warrants; |
|
the amount allocated to the U.S. Holders taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holders holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
|
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
|
fails to provide an accurate taxpayer identification number; |
|
is notified by the IRS that backup withholding is required; or |
|
fails to comply with applicable certification requirements. |
|
political and economic stability; |
|
an effective and sophisticated judicial system with a dedicated Commercial Court; |
|
tax neutral treatment, with no tax levied against companies incorporated in the British Virgin Islands by the local tax authorities; |
|
the absence of exchange control or currency restrictions; and |
|
the availability of professional and support services. |
|
commitment of the British Virgin Islands to implement best international practice and to comply with the requirements of the Organization of Economic Cooperation and Development (OECD) and the Financial Action Taskforce (FATF). The British Virgin Islands is on the OECDs white list of jurisdictions that have substantially implemented the internationally agreed tax standard by entering into at least twelve Tax Information Exchange Agreements (TIEAs) with other OECD member states. TIEAs are bilateral agreements that have been negotiated and signed to establish a formal regime for the exchange of information relating to civil and criminal tax matters. FATF is an inter-governmental body whose purpose is the development and promotion of policies, both at national and international levels, to combat money laundering and terrorist financing. As a member of the Caribbean Financial Action Task Force, the British Virgin Islands has implemented the Forty Recommendations on Money Laundering and the Nine Special Recommendations on Terrorist Financing established by the FATF, full details of which can be reviewed at http://www.fatf-gafi.org; |
|
the adoption of the English law concept of corporate separateness to mitigate the risk of the assets of a shareholder being used to satisfy the liabilities of the company. One of the principles underpinning British Virgin Islands company law is that a shareholder has limited liability on the basis that his or her liability is limited to the price originally paid for the shares at the time of subscription for such shares and as a consequence, absent providing any guarantee or indemnity to a third party, he or she is not personally liable for any of the liabilities of the company; and |
|
confidentiality for shareholders. |
|
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and |
|
British Virgin Islands companies may not have standing to sue before the federal courts of the United States. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and |
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice. |
Underwriters |
Number of Units |
|||||
---|---|---|---|---|---|---|
The
PrinceRidge Group LLC |
||||||
Total
|
4,000,000 |
|
the information presented in this prospectus and otherwise available to the underwriters; |
|
the history of and prospects of other companies whose principal business is the acquisition of other companies; |
|
prior offerings of those other companies; |
|
the ability of our management and their experience in identifying operating companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
the present state of our development and our current financial condition and capital structure; |
|
the recent market prices of, and the demand for, publicly traded securities of generally comparable companies; |
|
general conditions of the securities markets at the time of the offering; and |
|
other factors as were deemed relevant. |
|
Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities. |
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option. |
|
Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
Fees |
Fee per Unit |
Without Exercise of the Over-allotment Option |
With Exercise of Over-allotment Option |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public
offering price |
$ | 10.00 | $ | 40,000,000 | $ | 46,000,000 | ||||||||
Underwriting discount(1) |
$ | 0.15 | $ | 600,000 | $ | 690,000 | ||||||||
Deferred corporate finance fee(2) |
$ | 0.30 | $ | 1,200,000 | $ | 1,380,000 | ||||||||
Proceeds before expenses |
$ | 9.55 | $ | 38,200,000 | $ | 43,930,000 |
(1) |
Based on the underwriters discount equal to 1.5% of the gross proceeds from the sale of units offered to the public. |
(2) |
Based on the deferred corporate finance fee payable to the representative of the underwriters equal to 3.0% of the gross proceeds from the sale of the units offered to the public that will become payable from the amounts held in the trust account solely in the event we consummate our initial business combination. The deferred corporate finance fee shall be payable upon the consummation of our initial business combination for services related to the due diligence, negotiation, structuring, analyzing, marketing and closing of our initial business combination. |
|
to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
|
to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
|
to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or |
|
in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. |
|
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
|
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
|
the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and |
|
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any short-swing trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuers equity securities within less than six months). |
Report of
Independent Auditors |
F-2 |
|||||
Financial
Statements |
||||||
Balance Sheet
|
F-3 |
|||||
Statement of
Operations |
F-4 |
|||||
Statement of
Changes in Shareholders Equity |
F-5 |
|||||
Statement of
Cash Flows |
F-6 |
|||||
Notes to
Financial Statements |
F-7
F-13 |
ASSETS |
|||||||||||
Current
assets Cash and cash equivalents |
$ | 69,686 | |||||||||
Deferred
offering costs associated with proposed public offering |
75,000 | ||||||||||
Total assets
|
$ | 144,686 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||||
Current
liabilities |
|||||||||||
Notes payable
to shareholders |
$ | 100,000 | |||||||||
Advance from
a shareholder |
22,876 | ||||||||||
Total
liabilities |
122,876 | ||||||||||
COMMITMENTS |
|||||||||||
Shareholders equity |
|||||||||||
Preferred
shares, no par value, unlimited shares authorized; no shares issued and outstanding |
|||||||||||
Ordinary
shares, no par value, unlimited shares authorized and 1,533,333 issued and outstanding shares(1) |
25,000 | ||||||||||
Deficit
accumulated during the development stage |
(3,190 | ) | |||||||||
Total
shareholders equity |
21,810 | ||||||||||
Total
liabilities and shareholders equity |
$ | 144,686 |
(1) |
Includes an aggregate of 200,000 shares held by the initial shareholders that are subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Formation
costs and operating expenses |
$ | (3,190 | ) | |||
Net loss
|
$ | (3,190 | ) | |||
Weighted
average shares outstanding, basic and diluted(1) |
1,333,333 | |||||
Basic and
diluted net loss per share |
$ | (0.00 | ) |
(1) |
Excludes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Ordinary Shares(1) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares |
Amount |
Deficit Accumulated During the Development Stage |
Total Shareholders Equity |
|||||||||||||||
Ordinary
shares issued February 8, 2012 at approximately $0.02 per share for cash |
3 | $ | | $ | | $ | | |||||||||||
Ordinary
shares issued April 6, 2012 at approximately $0.02 per share for cash |
1,533,330 | 25,000 | | 25,000 | ||||||||||||||
Net Loss
|
| | (3,190 | ) | (3,190 | ) | ||||||||||||
Balance at
April 15, 2012 |
1,533,333 | $ | 25,000 | $ | (3,190 | ) | $ | 21,810 |
(1) |
Includes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Cash Flow
From Operating Activities |
||||||
Net loss
|
$ | (3,190 | ) | |||
Net cash used
in operating activities |
(3,190 | ) | ||||
Cash Flow
From Financing Activities |
||||||
Proceeds from
sale of ordinary shares to initial shareholders |
25,000 | |||||
Advance from
a related party |
22,876 | |||||
Proceeds from notes payable to shareholders |
25,000 | |||||
Net cash
provided by financing activities |
72,876 | |||||
Net increase
in cash |
69,686 | |||||
Cash and cash
equivalents, beginning of period |
| |||||
Cash and cash
equivalents, ending of period |
$ | 69,686 | ||||
Non cash
financing activity |
||||||
Payment of
deferred offering cost made by shareholder included in note payable |
$ | 75,000 |
Page |
||||||
---|---|---|---|---|---|---|
Summary
|
1 | |||||
Summary
Financial Data |
21 | |||||
Risk Factors
|
22 | |||||
Cautionary
Note Regarding Forward Looking Statements |
48 | |||||
Use of
Proceeds |
49 | |||||
Dividend
Policy |
53 | |||||
Dilution
|
54 | |||||
Capitalization |
56 | |||||
Managements Discussion and Analysis of Financial Condition and Results of Operations |
57 | |||||
Proposed
Business |
62 | |||||
Management
|
81 | |||||
Principal
Shareholders |
88 | |||||
Certain
Relationships and Related Party Transactions |
90 | |||||
Description
of Securities |
92 | |||||
British
Virgin Islands Company Considerations |
101 | |||||
Securities
Eligible for Future Sale |
109 | |||||
Taxation
|
111 | |||||
Notes
Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities |
123 | |||||
Underwriting
|
127 | |||||
Selling
Restrictions |
130 | |||||
Legal Matters
|
134 | |||||
Experts
|
134 | |||||
Where You Can
Find Additional Information |
134 | |||||
Index to
Financial Statements |
F-1 |
(a) |
The following exhibits are filed as part of this Registration Statement: |
Exhibit No. |
Description |
|||||
---|---|---|---|---|---|---|
1.1 | Form
of Underwriting Agreement* |
|||||
3.1 | Memorandum and Articles of Association |
|||||
3.2 | Form
of Amended and Restated Memorandum and Articles of Association |
|||||
4.1 | Specimen Unit Certificate |
|||||
4.2 | Specimen Ordinary shares Certificate |
|||||
4.3 | Specimen Warrant Certificate |
|||||
4.4 | Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* |
|||||
4.5 | Form
of Unit Purchase Option |
|||||
5.1 | Form
of Opinion of Ogier |
|||||
5.2 | Opinion of Graubard Miller |
|||||
10.1 | Form
of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada |
|||||
10.2 | Form
of Letter Agreement between the Registrant, the Initial Shareholders and Officers and Directors of Registrant |
|||||
10.3 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
|||||
10.4 | Form
of Registration Rights Agreement among the Registrant, the Initial Shareholders and the Initial Investors |
|||||
10.5 | Form
of Administrative Services Agreement |
|||||
10.6 | Form
of Subscription Agreement for Insider Warrants |
|||||
14 | Form
of Code of Ethics |
|||||
23.1 | Consent of Marcum LLP |
|||||
23.2 | Consent of Ogier (included in Exhibit 5.1) |
|||||
23.3 | Consent of Graubard Miller (included on Exhibit 5.2) |
|||||
24 | Power
of Attorney (included in signature page) |
|||||
99.1 | Audit
Committee Charter |
|||||
99.2 | Nominating Committee Charter |
|||||
99.3 | Confidential Draft #1 of Registration Statement |
|||||
99.4 | Confidential Draft #2 of Registration Statement |
* |
To be filed by amendment. |
(a) |
The undersigned registrant hereby undertakes: |
COLLABRIUM JAPAN ACQUISITION CORPORATION |
||||||
/s/ Koji Fusa |
||||||
By:
Koji Fusa Chief Executive Officer |
Name |
Position |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ Andrew
Williams Andrew Williams |
Chairman
of the Board |
September 7, 2012 |
||||||||
/s/ Koji Fusa Koji Fusa |
Chief
Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
September 7, 2012 |
||||||||
/s/ Hiroshi
Tamada Hiroshi Tamada |
Director |
September 7, 2012 |
By: |
/s/
Jeffrey M. Gallant Name: Jeffrey M. Gallant Title: Partner Date: September 7, 2012 |
Exhibit No. |
Description |
|||||
---|---|---|---|---|---|---|
1.1 | Form
of Underwriting Agreement* |
|||||
3.1 | Memorandum and Articles of Association |
|||||
3.2 | Form
of Amended and Restated Memorandum and Articles of Association |
|||||
4.1 | Specimen Unit Certificate |
|||||
4.2 | Specimen Ordinary shares Certificate |
|||||
4.3 | Specimen Warrant Certificate |
|||||
4.4 | Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* |
|||||
4.5 | Form
of Unit Purchase Option |
|||||
5.1 | Form
of Opinion of Ogier |
|||||
5.2 | Opinion of Graubard Miller |
|||||
10.1 | Form
of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada |
|||||
10.2 | Form
of Letter Agreement between the Registrant, the Initial Shareholders and Officers and Directors of Registrant |
|||||
10.3 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
|||||
10.4 | Form
of Registration Rights Agreement among the Registrant, the Initial Shareholders and the Initial Investors |
|||||
10.5 | Form
of Administrative Services Agreement |
|||||
10.6 | Form
of Subscription Agreement for Insider Warrants |
|||||
14 | Form
of Code of Ethics |
|||||
23.1 | Consent of Marcum LLP |
|||||
23.2 | Consent of Ogier (included in Exhibit 5.1) |
|||||
23.3 | Consent of Graubard Miller (included on Exhibit 5.2) |
|||||
24 | Power
of Attorney (included in signature page) |
|||||
99.1 | Audit
Committee Charter |
|||||
99.2 | Nominating Committee Charter |
|||||
99.3 | Confidential Draft #1 of Registration Statement |
|||||
99.4 | Confidential Draft #2 of Registration Statement |
* |
To be filed by amendment. |
1
|
NAME
|
2
|
STATUS
|
3
|
REGISTERED OFFICE AND REGISTERED AGENT
|
3.1
|
The first registered office of the Company is at Nemours Chambers, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.
|
3.2
|
The first registered agent of the Company is Ogier Fiduciary Services (BVI) Limited of Nemours Chambers, Road Town, Tortola, British Virgin Islands.
|
3.3
|
The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.
|
4
|
CAPACITY AND POWER
|
4.1
|
The Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate benefit:
|
|
(a)
|
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
|
|
(b)
|
for the purposes of paragraph (a), full rights, powers and privileges.
|
4.2
|
There are subject to clause 4.1 no limitations on the business that the Company may carry on.
|
5
|
NUMBER AND CLASSES OF SHARES
|
5.1
|
The Company is authorised to issue an unlimited number of shares of no par value divided into six classes of shares as follows:
|
|
(a)
|
Ordinary shares of no par value (“Ordinary Shares”);
|
|
(b)
|
Class A preferred shares of no par value (“Class A Preferred Shares”);
|
|
(c)
|
Class B preferred shares of no par value (“Class B Preferred Shares”);
|
|
(d)
|
Class C preferred shares of no par value (“Class C Preferred Shares”);
|
|
(e)
|
Class D preferred shares of no par value (“Class D Preferred Shares”); and
|
|
(f)
|
Class E preferred shares of no par value (“Class E Preferred Shares” and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the “Preferred Shares”).
|
5.2
|
The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.
|
6
|
DESIGNATIONS POWERS PREFERENCES OF SHARES
|
6.1
|
Each Ordinary Share in the Company confers upon the Member:
|
|
(a)
|
the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;
|
|
(b)
|
the right to an equal share in any dividend paid by the Company; and
|
|
(c)
|
the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.
|
6.2
|
The rights, privileges, restrictions and conditions attaching to the Preferred Shares shall be stated in this Memorandum, which shall be amended accordingly prior to the issue of such Preferred Shares. Such rights, privileges, restrictions and conditions may include:
|
|
(a)
|
the number of shares and series constituting that class and the distinctive designation of that class;
|
|
(b)
|
the dividend rate of the Shares of that class, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in relation to, the dividends payable on any other class or classes of Shares;
|
|
(c)
|
whether that class shall have voting rights, and, if so, the terms of such voting rights;
|
|
(d)
|
whether that class shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
|
|
(e)
|
whether or not the Shares of that class shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting Shares for redemption if less than all Shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount maybe less than fair value and which may vary under different conditions and at different dates;
|
|
(f)
|
whether that class shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Shares of that class, and, if so, the terms and amounts of such sinking fund;
|
|
(g)
|
the right of the Shares of that class to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Shares (including additional Shares of such class of any other class) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition or any subsidiary of any outstanding Shares of the Company;
|
|
(h)
|
the right of the Shares of that class in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and whether such rights be in preference to, or in relation to, the comparable rights or any other class or classes of Shares; and
|
|
(i)
|
any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that class.
|
6.3
|
The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 of the Articles.
|
7
|
VARIATION OF RIGHTS
|
8
|
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
|
9
|
REGISTERED SHARES
|
9.1
|
The Company shall issue registered shares only.
|
9.2
|
The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.
|
10
|
TRANSFER OF SHARES
|
10.1
|
A share may, subject to the provisions of the Articles, be transferred subject to the prior or subsequent approval of the Company contained in a Resolution of Members or a Resolution of Directors.
|
10.2
|
The Members and/or the directors may in their absolute and unfettered discretion refuse to approve any intended transfer of a Share.
|
11
|
AMENDMENT OF MEMORANDUM AND ARTICLES
|
11.1
|
The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:
|
|
(a)
|
to restrict the rights or powers of the Members to amend the Memorandum or Articles;
|
|
(b)
|
to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles;
|
|
(c)
|
in circumstances where the Memorandum or Articles cannot be amended by the Members; or
|
|
(d)
|
to Clauses 7 or 8 or this Clause 11.
|
12
|
DEFINITIONS AND INTERPRETATION
|
12.1
|
In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:
|
|
(a)
|
“Act” means the BVI Business Companies Act, 2004 and includes the regulations made under the Act;
|
|
(b)
|
“Articles” means the attached Articles of Association of the Company;
|
|
(c)
|
“Chairman of the Board” and “Chairman” has the meaning specified in Regulation 13;
|
|
(d)
|
“Class A Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(e)
|
“Class B Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(f)
|
“Class C Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(g)
|
“Class D Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(h)
|
“Class E Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(i)
|
“Distribution” in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;
|
|
(j)
|
“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;
|
|
(k)
|
“Member” means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional Shares;
|
|
(l)
|
“Memorandum” means this Memorandum of Association of the Company;
|
|
(m)
|
“Ordinary Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(n)
|
“Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
|
(o)
|
“Resolution of Directors” means either:
|
|
(i)
|
a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or
|
|
(ii)
|
a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;
|
|
(p)
|
“Resolution of Members” means either:
|
|
(i)
|
a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or
|
|
(ii)
|
a resolution consented to in writing by a majority of the votes of Shares entitled to vote thereon;
|
|
(q)
|
“Seal” means any seal which has been duly adopted as the common seal of the Company;
|
|
(r)
|
“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;
|
|
(s)
|
“Share” means a share issued or to be issued by the Company;
|
|
(t)
|
“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and
|
|
(u)
|
“written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.
|
12.2
|
In the Memorandum and the Articles, unless the context otherwise requires a reference to:
|
|
(a)
|
a “Regulation” is a reference to a regulation of the Articles;
|
|
(b)
|
a “Clause” is a reference to a clause of the Memorandum;
|
|
(c)
|
voting by Member is a reference to the casting of the votes attached to the Shares held by the Member voting;
|
|
(d)
|
the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and
|
|
(e)
|
the singular includes the plural and vice versa.
|
12.3
|
Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.
|
12.4
|
Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.
|
/s/ Karen Fahie | /s/ Ayana Glasgow | |||
Karen Fahie | Ayana Glasgow | |||
Authorised Signatory | Authorised Signatory | |||
Ogier Fiduciary Services (BVI) Limited | Ogier Fiduciary Services (BVI) Limited |
1
|
REGISTERED SHARES
|
1.1
|
Every Member is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles.
|
1.2
|
Any Member receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.
|
1.3
|
If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.
|
2
|
SHARES
|
2.1
|
Shares and other Securities may be issued and option to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.
|
2.2
|
Section 46 of the Act does not apply to the Company.
|
2.3
|
A Share may be issued for consideration in any form, including money, a promissory note, real property, personal property (including goodwill and know-how) or a contract for future services.
|
2.4
|
No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:
|
|
(a)
|
the amount to be credited for the issue of the Shares;
|
|
(b)
|
their determination of the reasonable present cash value of the non-money consideration for the issue; and
|
|
(c)
|
that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.
|
2.5
|
The Company shall keep a register (the “share register”) containing:
|
|
(a)
|
the names and addresses of the persons who hold Shares;
|
|
(b)
|
the number of each class and series of Shares held by each Member;
|
|
(c)
|
the date on which the name of each Member was entered in the share register; and
|
|
(d)
|
the date on which any Eligible Person ceased to be a Member.
|
2.6
|
The share register may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register.
|
2.7
|
A Share is deemed to be issued when the name of the Member is entered in the share register.
|
3
|
FORFEITURE
|
3.1
|
Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.
|
3.2
|
A written notice of call specifying the date for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares.
|
3.3
|
The written notice of call referred to in Regulation 3.12 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
|
3.4
|
Where a written notice of call has been issued pursuant to Sub-Regulation 3.2 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.
|
3.5
|
The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Sub-Regulation 3.34 and that Member shall be discharged from any further obligation to the Company.
|
4
|
TRANSFER OF SHARES
|
4.1
|
Subject to the Memorandum shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration.
|
4.2
|
The transfer of a Share is effective when the name of the transferee is entered on the share register.
|
4.3
|
If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
|
|
(a)
|
to accept such evidence of the transfer of Shares as they consider appropriate; and
|
|
(b)
|
that the transferee’s name should be entered in the share register notwithstanding the absence of the instrument of transfer.
|
4.4
|
Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even though the personal representative is not a Member at the time of the transfer.
|
5
|
DISTRIBUTIONS
|
5.1
|
The directors of the Company may, by Resolution of Directors, authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
|
5.2
|
Dividends may be paid in money, shares, or other property.
|
5.3
|
The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends as appear to the directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
|
5.4
|
Notice in writing of any dividend that may have been declared shall be given to each Member in accordance with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.
|
5.5
|
No dividend shall bear interest as against the Company.
|
6
|
REDEMPTION OF SHARES AND TREASURY SHARES
|
6.1
|
The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent.
|
6.2
|
The purchase redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution where:
|
|
(a)
|
The Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have his Shares redeemed or to have his shares exchanged for money or other property of the Company, or
|
|
(b)
|
The Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act.
|
6.3
|
Sections 60, 61 and 62 of the Act shall not apply to the Company.
|
6.4
|
Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.
|
6.5
|
All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.
|
6.6
|
Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.
|
6.7
|
Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.
|
7
|
MORTGAGES AND CHARGES OF SHARES
|
7.1
|
A Member may by an instrument in writing mortgage or charge his Shares.
|
7.2
|
There shall be entered in the share register at the written request of the Member:
|
|
(a)
|
a statement that the Shares held by him are mortgaged or charged;
|
|
(b)
|
the name of the mortgagee or chargee; and
|
|
(c)
|
the date on which the particulars specified in subparagraphs (a) and (b) are entered in the share register.
|
7.3
|
Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:
|
|
(a)
|
with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or
|
|
(b)
|
upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.
|
7.4
|
Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this Regulation:
|
|
(a)
|
no transfer of any Share the subject of those particulars shall be effected;
|
|
(b)
|
the Company may not purchase, redeem or otherwise acquire any such Share; and
|
|
(c)
|
no replacement certificate shall be issued in respect of such Shares,
|
8.1
|
Any director of the Company may convene meetings of the Members at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.
|
8.2
|
Upon the written request of the Members entitled to exercise 30 per cent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Members.
|
8.3
|
The director convening a meeting shall give not less than seven days’ written notice of a meeting of Members to:
|
|
(a)
|
those Members whose names on the date the notice is given appear as Members in the share register of the Company and are entitled to vote at the meeting; and
|
|
(b)
|
the other directors.
|
8.4
|
The director convening a meeting of Members may fix as the record date for determining those Members that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.
|
8.5
|
A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.
|
8.6
|
The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the meeting.
|
8.7
|
A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.
|
8.8
|
The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
|
8.9
|
The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.
|
Collabrium Japan Acquisition Corporation
I/We being a Member of the above Company HEREBY APPOINT ……………………………………………………………………………..…… of ……………………………………...……….…………..………… or failing him …..………………………………………………….…………………….. of ………………………………………………………..…..…… to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this …… day of …………..…………, 20……
……………………………
Member
|
8.10
|
The following applies where Shares are jointly owned:
|
|
(a)
|
if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;
|
|
(b)
|
if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and
|
|
(c)
|
if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest) in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.
|
8.11
|
A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other.
|
8.12
|
A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.
|
8.13
|
If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.
|
8.14
|
At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.
|
8.15
|
The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place.
|
8.16
|
At any meeting of the Members the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.
|
8.17
|
Subject to the specific provisions contained in this Regulation for the appointment of representatives of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Member or the Company.
|
8.18
|
Any Member other than an individual may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise if it were an individual.
|
8.19
|
The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.
|
8.20
|
Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.
|
8.21
|
An action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts.
|
9
|
DIRECTORS
|
9.1
|
The first directors of the Company shall be appointed by the first registered agent within 30 days of the incorporation of the Company; and thereafter, the directors shall be elected by Resolution of Members or by Resolution of Directors for such term as the Members or directors determine.
|
9.2
|
No person shall be appointed as a director of the Company unless he has consented in writing to act as a director.
|
9.3
|
The minimum number of directors shall be one and there shall be no maximum number of directors.
|
9.4
|
Each director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.
|
9.5
|
A director may be removed from office with or without cause by,
|
|
(a)
|
a Resolution of Members passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the Members of the Company entitled to vote; or
|
|
(b)
|
a Resolution of Directors passed at a meeting of directors.
|
9.6
|
A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.
|
9.7
|
The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.
|
9.8
|
A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.
|
9.9
|
The Company shall keep a register of directors containing:
|
|
(a)
|
the names and addresses of the persons who are directors of the Company;
|
|
(b)
|
the date on which each person whose name is entered in the register was appointed as a director of the Company;
|
|
(c)
|
the date on which each person named as a director ceased to be a director of the Company; and
|
|
(d)
|
such other information as may be prescribed by the Act.
|
9.10
|
The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.
|
9.11
|
The directors may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.
|
9.12
|
A director is not required to hold a Share as a qualification to office.
|
10
|
POWERS OF DIRECTORS
|
10.1
|
The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.
|
10.2
|
If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.
|
10.3
|
If the Company is a subsidiary, but not a wholly owned subsidiary, of a holding company, and the shareholders other than the holding company agree in advance, a director of the Company may, when exercising powers or performing duties as a director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests of a Member or some Members even though it may not be in the best interests of the Company.
|
10.4
|
If the Company is carrying out a joint venture between shareholders, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.
|
10.5
|
Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.
|
10.6
|
Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.
|
10.7
|
The continuing directors may act notwithstanding any vacancy in their body.
|
10.8
|
The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.
|
10.9
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.
|
10.10
|
Section 175 of the Act shall not apply to the Company.
|
11
|
PROCEEDINGS OF DIRECTORS
|
11.1
|
Any one director of the Company may call a meeting of the directors by sending a written notice to each other directors.
|
11.2
|
The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides.
|
11.3
|
A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.
|
11.4
|
A director shall be given not less than three days’ notice of meetings of directors, but a meeting of directors held without three days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
|
11.5
|
A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two.
|
11.6
|
A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated.
|
11.7
|
If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.
|
11.8
|
At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. If the directors are unable to choose a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate director shall be deemed to be the same age as the director that he represents) shall take the chair.
|
11.9
|
An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.
|
12
|
COMMITTEES
|
12.1
|
The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.
|
12.2
|
The directors have no power to delegate to a committee of directors any of the following powers:
|
|
(a)
|
to amend the Memorandum or the Articles;
|
|
(b)
|
to designate committees of directors;
|
|
(c)
|
to delegate powers to a committee of directors;
|
|
(d)
|
to appoint directors;
|
|
(e)
|
to appoint an agent;
|
|
(f)
|
to approve a plan of merger, consolidation or arrangement; or
|
|
(g)
|
to make a declaration of solvency or to approve a liquidation plan.
|
12.3
|
Regulations 12.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.
|
12.4
|
The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.
|
13
|
OFFICERS AND AGENTS
|
13.1
|
The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.
|
13.2
|
The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Members, the Chief Executive Officer to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.
|
13.3
|
The emoluments of all officers shall be fixed by Resolution of Directors.
|
13.4
|
The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.
|
13.5
|
The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the matters specified in Sub-Regulation 12.1. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.
|
14
|
CONFLICT OF INTERESTS
|
14.1
|
A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.
|
14.2
|
For the purposes of Sub-Regulation 14.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
|
14.3
|
A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:
|
|
(a)
|
vote on a matter relating to the transaction;
|
|
(b)
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
|
(c)
|
sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,
|
15
|
INDEMNIFICATION
|
15.1
|
Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:
|
|
(a)
|
is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or
|
|
(b)
|
is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.
|
15.2
|
The indemnity in Sub-Regulation 15.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.
|
15.3
|
The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.
|
15.4
|
The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.
|
15.5
|
The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.
|
16
|
RECORDS
|
16.1
|
The Company shall keep the following documents at the office of its registered agent:
|
|
(a)
|
the Memorandum and the Articles;
|
|
(b)
|
the share register, or a copy of the share register;
|
|
(c)
|
the register of directors, or a copy of the register of directors; and
|
|
(d)
|
copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.
|
16.2
|
If the Company maintains only a copy of the share register or a copy of the register of directors at the office of its registered agent, it shall:
|
|
(a)
|
within 15 days of any change in either register, notify the registered agent in writing of the change; and
|
|
(b)
|
provide the registered agent with a written record of the physical address of the place or places at which the original share register or the original register of directors is kept.
|
16.3
|
The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:
|
|
(a)
|
minutes of meetings and Resolutions of Members and classes of Members;
|
|
(b)
|
minutes of meetings and Resolutions of Directors and committees of directors; and
|
|
(c)
|
an impression of the Seal, if any.
|
16.4
|
Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.
|
16.5
|
The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.
|
17
|
REGISTERS OF CHARGES
|
17.1
|
The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:
|
|
(a)
|
the date of creation of the charge;
|
|
(b)
|
a short description of the liability secured by the charge;
|
|
(c)
|
a short description of the property charged;
|
|
(d)
|
the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;
|
|
(e)
|
unless the charge is a security to bearer, the name and address of the holder of the charge; and
|
|
(f)
|
details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.
|
18
|
CONTINUATION
|
19
|
SEAL
|
20
|
ACCOUNTS AND AUDIT
|
20.1
|
The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.
|
20.2
|
The Company may by Resolution of Members call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.
|
20.3
|
The Company may by Resolution of Members call for the accounts to be examined by auditors.
|
20.4
|
The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by a Resolution of Members or a Resolution of Directors.
|
20.5
|
The auditors may be Members, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.
|
20.6
|
The remuneration of the auditors of the Company:
|
|
(a)
|
in the case of auditors appointed by the directors, may be fixed by Resolution of Directors; and
|
|
(b)
|
subject to the foregoing, shall be fixed by Resolution of Members or in such manner as the Company may by Resolution of Members determine.
|
20.7
|
The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:
|
|
(a)
|
in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and
|
|
(b)
|
all the information and explanations required by the auditors have been obtained.
|
20.8
|
The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members.
|
20.9
|
Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.
|
20.10
|
The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented.
|
21
|
NOTICES
|
21.1
|
Any notice, information or written statement to be given by the Company to Members may be given by personal service by mail, facsimile or other similar means of electronic communication, addressed to each Member at the address shown in the share register.
|
21.2
|
Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
|
21.3
|
Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.
|
22
|
VOLUNTARY WINDING UP
|
22.1
|
The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.
|
/s/ Karen Fahie | /s/ Ayana Glasgow | |||
Karen Fahie |
Ayana Glasgow
|
|||
Authorised Signatory |
Authorised Signatory
|
|||
Ogier Fiduciary Services (BVI) Limited | Ogier Fiduciary Services (BVI) Limited |
1
|
NAME
|
2
|
STATUS
|
3
|
REGISTERED OFFICE AND REGISTERED AGENT
|
3.1
|
The first registered office of the Company is at Nemours Chambers, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.
|
3.2
|
The first registered agent of the Company is Ogier Fiduciary Services (BVI) Limited of Nemours Chambers, Road Town, Tortola, British Virgin Islands.
|
3.3
|
The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.
|
4
|
CAPACITY AND POWER
|
4.1
|
The Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate benefit:
|
(a)
|
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
|
(b)
|
for the purposes of paragraph (a), full rights, powers and privileges.
|
4.2
|
There are, subject to Clause 4.1 and Regulation 23, no limitations on the business that the Company may carry on.
|
5
|
NUMBER AND CLASSES OF SHARES
|
5.1
|
The Company is authorised to issue an unlimited number of shares of no par value divided into six classes of shares as follows:
|
5.2
|
The Company may at the discretion of the Board of Directors issue fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.
|
6
|
DESIGNATIONS POWERS PREFERENCES OF SHARES
|
6.1
|
Each Ordinary Share in the Company confers upon the Member (unless waived by such Member):
|
(a)
|
subject to Clause 11, the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;
|
(b)
|
the right to be redeemed on an Automatic Redemption Event in accordance with Regulation 23.2, or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation 23.6, or pursuant to an Amendment Redemption Event in accordance with Regulation 23.13;
|
(c)
|
the right to an equal share with each other Ordinary Share in any dividend paid by the Company; and
|
(d)
|
subject to satisfaction of and compliance with Regulation 23, the right to an equal share with each other Ordinary Share in the distribution of the surplus assets of the Company on its liquidation.
|
6.2
|
The rights, privileges, restrictions and conditions attaching to the Preferred Shares shall be stated in this Memorandum, which shall be amended accordingly prior to the issue of such Preferred Shares. Such rights, privileges, restrictions and conditions may include:
|
(a)
|
the number of shares and series constituting that class and the distinctive designation of that class;
|
(b)
|
the dividend rate of the Preferred Shares of that class, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in relation to, the dividends payable on any other class or classes of Preferred Shares;
|
(c)
|
whether that class shall have voting rights, and, if so, the terms of such voting rights;
|
(d)
|
whether that class shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
|
(e)
|
whether or not the Preferred Shares of that class shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting Shares for redemption if less than all Preferred Shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount maybe less than fair value and which may vary under different conditions and at different dates;
|
(f)
|
whether that class shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Preferred Shares of that class, and, if so, the terms and amounts of such sinking fund;
|
(g)
|
the right of the Preferred Shares of that class to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Preferred Shares (including additional Preferred Shares of such class of any other class) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition or any subsidiary of any outstanding Preferred Shares of the Company;
|
(h)
|
the right of the Preferred Shares of that class in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and whether such rights be in preference to, or in relation to, the comparable rights or any other class or classes of Preferred Shares; and
|
(i)
|
any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that class.
|
6.3
|
The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 6 and Regulation 23 of the Articles.
|
6.4
|
The directors have the authority and the power by Resolution of Directors: |
(a)
|
to authorise and create additional classes of shares; and |
|
(b)
|
(subject to the provisions of Clause 6.2) to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.
|
7
|
VARIATION OF RIGHTS
|
|
7.1
|
Prior to a Business Combination, and subject always to the limitations set out in Clause 11, the rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of at least sixty-five percent (65%) of the total number of Shares of that class that have voted (and are entitled to vote thereon) in relation to any such resolution, unless otherwise provided by the terms of issue of such class.
|
|
7.2
|
Notwithstanding Clause 7.1, where the amendment proposed is for the purposes of approving, or in conjunction with the consummation of, the Business Combination and thereafter following the consummation of a Business Combination, the rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the Shares of that class present at a duly convened and constituted meeting of the Members of the Company holding shares in such class which were present at the meeting and voted unless otherwise provided by the terms of issue of such class, provided however that the Resolution of Members approving an amendment for the purposes of approving, or in conjunction with, the consummation of the Business Combination shall be subject to, and therefore the amendment so approved not made until immediately prior to the time at which the Business Combination is consummated, unless the approval is in accordance with Clause 7.1.
|
8
|
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
|
9
|
REGISTERED SHARES
|
9.1
|
The Company shall issue registered shares only.
|
9.2
|
The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.
|
10
|
TRANSFER OF SHARES
|
10.1
|
A Share may be transferred in accordance with Regulation 4 of the Articles.
|
11
|
AMENDMENT OF MEMORANDUM AND ARTICLES
|
11.1
|
The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:
|
(a)
|
to restrict the rights or powers of the Members to amend the Memorandum or Articles;
|
(b)
|
to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles;
|
(c)
|
in circumstances where the Memorandum or Articles cannot be amended by the Members; or
|
(d)
|
to change Clauses 7 or 8, this Clause 11 or Regulation 23. |
|
11.2
|
Notwithstanding Clause 11.1, no amendment may be made to the Memorandum or Articles by a Resolution of Members to amend:
|
|
(a)
|
Regulation 23 prior to the Business Combination, unless the amendment proposed is for the purposes of approving, or in conjunction with the consummation of, the Business Combination, provided always that (i) the amendment does not alter the Company's obligation to offer to pay the Per Share Redemption Price to the holders of the Public Shares or the timing of this payment and (ii) the Resolution of Members approving such amendment shall be subject to, and therefore the amendment so approved not made until immediately prior to the time at which the Business Combination is consummated, unless the approval is in accordance with Clause 7.1; or
|
|
(b)
|
Regulation 9.1(b) during the Target Business Acquisition Period.
|
12
|
DEFINITIONS AND INTERPRETATION
|
12.1
|
In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:
|
(a)
|
“Act” means the BVI Business Companies Act, 2004 and includes the regulations made under the Act;
|
(b)
|
“AGM” means an annual general meeting of the Members;
|
(c)
|
“Amendment” has the meaning ascribed to it in Regulation 23.13;
|
(d)
|
“Amendment Redemption Event” has the meaning ascribed to it in Regulation 23.13;
|
(e)
|
“Approved Amendment” has the meaning ascribed to it in Regulation 23.13;
|
(f)
|
“Articles” means the attached Articles of Association of the Company;
|
(g)
|
“Automatic Redemption Event” shall have the meaning given to it in Regulation 23.2;
|
(h)
|
“Board of Directors” means the board of directors of the Company;
|
(i)
|
“Business Combination” shall mean the initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more businesses with a Target Business at Fair Value;
|
(j)
|
“Business Combination Articles” means Regulation 23 relating to the Company’s obligations regarding the consummation of a Business Combination;
|
(k)
|
“Business Days” means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised to be closed for business;
|
(l)
|
"Chairman" means a person who is appointed as chairman to preside at a meeting of the Company, and “Chairman of the Board” means a person who is appointed as chairman to preside at a meeting of the Board of Directors, in each case, in accordance with these Articles;
|
(m)
|
“Class A Directors” has the meaning ascribed to it in Regulation 9.1(b);
|
(n)
|
“Class A Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(o)
|
“Class B Directors” has the meaning ascribed to it in Regulation 9.1(b);
|
(p)
|
“Class B Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(q)
|
“Class C Directors” has the meaning ascribed to it in Regulation 9.1(b);
|
(r)
|
“Class C Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(s)
|
“Class D Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(t)
|
“Class E Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(u)
|
“Designated Stock Exchange” means the Over-the-Counter Bulletin Board, the Global Select System, Global System or the Capital Market of the Nasdaq Stock Market LLC, the NYSE MKT or the New York Stock Exchange, as applicable; provided, however, that until the Shares are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be inapplicable to the Company and this Memorandum or the Articles;
|
(v)
|
"Director" means any director of the Company, from time to time;
|
(w)
|
“Distribution” in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;
|
(x)
|
“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;
|
(y)
|
“Enterprise” means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
|
(z)
|
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;
|
(aa)
|
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee.
|
(bb)
|
"Extension Period" shall mean an additional period of 3 months by which the Company may extend the 15 month time period available to it to consummate a Business Combination following the closing of the IPO;
|
(cc)
|
“Fair Value” shall mean a value at least equal to 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for a Business Combination;
|
(dd)
|
“FINRA” means the Financial Industry Regulatory Authority of the United States;
|
(ee)
|
“Initial Investors” refers to the individuals listed in the Registration Statement who simultaneous with the IPO will purchase 3,600,000 warrants of the Company at a price of $0.75 per warrant for US$2,700,000 in the aggregate;
|
(ff)
|
"Indemnitee" means any person detailed in sub regulations (a) and (b) of Regulation 15.
|
(gg)
|
“Insider” means any officer, director or pre-IPO shareholder (and their respective affiliates);
|
(hh)
|
“IPO” means the initial public offering of securities of the Company;
|
(ii)
|
“Member” means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional Shares;
|
(jj)
|
“Memorandum” means this Memorandum of Association of the Company;
|
(kk)
|
"Officer" means any officer of the Company, from time to time
|
(ll)
|
“Ordinary Shares” has the meaning ascribed to it in Clause 5.1;
|
(mm)
|
“Per-Share Redemption Price” means:
|
(i)
|
with respect to an Automatic Redemption Event or Amendment Redemption Event, the aggregate amount on deposit in the Trust Account divided by the number of then outstanding Public Shares;
|
(ii)
|
with respect to either a Tender Redemption Offer made in the event that a Business Combination is consummated by the Company or a Redemption Offer, the aggregate amount then on deposit in the Trust Account on the date that is two Business Days prior to the consummation of the Business Combination including interest but net of taxes payable, divided by the number of then outstanding Public Shares; and
|
(iii)
|
with respect to a Tender Redemption Offer made in connection with an Extension Period, a pro rata portion of the amount then on deposit in the Trust Account;
|
(nn)
|
"Proceeding" means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or adviser of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles.
|
(oo)
|
“Public Shares” has the meaning ascribed to it in Regulation 23.6(a);
|
(pp)
|
“Preferred Shares” has the meaning ascribed to it in Clause 5.1;
|
(qq)
|
“Redemption Offer” has the meaning ascribed to it in Regulation 23.6(b);
|
(rr)
|
“Registration Statement” has the meaning ascribed to it in Regulation 23.11;
|
(ss)
|
“relevant system” means a relevant system for the holding and transfer of shares in uncertificated form;
|
(tt)
|
“Resolution of Directors” means either:
|
(i)
|
subject to sub-paragraph (ii) below, a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or
|
(ii)
|
a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;
|
(uu)
|
“Resolution of Members” means:
|
(i)
|
prior to the consummation of a Business Combination (excluding any Resolution of Members in relation to approval of a Business Combination pursuant to Regulation 23.5), a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of the holders of at least sixty-five percent (65%) of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or
|
(ii)
|
following the consummation of a Business Combination or in relation to any Resolution of Members that may be proposed for the purpose of approving, or in conjunction with the consummation of, a Business Combination pursuant to Regulation 23.5, a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted;
|
(vv)
|
“Seal” means any seal which has been duly adopted as the common seal of the Company;
|
(ww)
|
“SEC” means the United States Securities and Exchange Commission;
|
(xx)
|
“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;
|
(yy)
|
“Securities Act” means the United States Securities Act of 1933, as amended;
|
(zz)
|
“Share” means a share issued or to be issued by the Company (and "Shares" shall be construed accordingly;
|
(aaa)
|
“Target Business” means a businesses or entity with whom the Company wishes to undertake a Business Combination;
|
(bbb)
|
“Target Business Acquisition Period” shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
|
(ccc)
|
“Tender Redemption Offer” has the meaning ascribed to it in Regulation 23.6(a);
|
(ddd)
|
“Termination Date” has the meaning given to it in Regulation 23.2;
|
(eee)
|
“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and
|
(fff)
|
“Trust Account” shall mean the trust account established by the Company at the consummation of the IPO and into which a certain amount of the IPO proceeds and proceeds from the sale of warrants to the Initial Investors, together with the underwriters’ deferred corporate finance fees, are deposited as may be reduced from time to time for Open Market Purchases and amounts reserved for operating expenses;
|
(ggg)
|
“written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.
|
12.2
|
In the Memorandum and the Articles, unless the context otherwise requires a reference to:
|
(a)
|
a “Regulation” is a reference to a regulation of the Articles; |
(b)
|
a “Clause” is a reference to a clause of the Memorandum; |
(c)
|
voting by Member is a reference to the casting of the votes attached to the Shares held by the Member voting;
|
(d)
|
the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended; and
|
(e)
|
the singular includes the plural and vice versa. |
12.3
|
Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.
|
12.4
|
Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.
|
Karen Fahie
|
Ayana Glasgow
|
|||
Authorised Signatory | Authorised Signatory | |||
Ogier Fiduciary Services (BVI) Limited
|
Ogier Fiduciary Services (BVI) Limited
|
1
|
REGISTERED SHARES
|
1.1
|
Every Member is entitled to a certificate signed by a director of the Company or under the Seal specifying the number of Shares held by him and the signature of the director and the Seal may be facsimiles.
|
1.2
|
Any Member receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.
|
1.3
|
If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.
|
1.4
|
Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise.
|
1.5
|
Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without further consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in issue or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by the operator of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent that they are inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares or securities by means of a relevant system.
|
1.6
|
Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa, may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles which applies only in respect of certificated shares or uncertificated shares.
|
1.7
|
Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically upon consummation of the Company’s IPO.
|
2
|
SHARES
|
2.1
|
Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock Exchange, the unissued Shares of the Company shall be at the disposal of the directors and Shares and other Securities may be issued and option to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.
|
2.2
|
Without prejudice to any special rights previously conferred on the holders of any existing Preferred Shares or class of Preferred Shares, any class of Preferred Shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise as the directors may from time to time determine.
|
2.3
|
Section 46 of the Act does not apply to the Company.
|
2.4
|
A Share may be issued for consideration in any form, including money, a promissory note, real property, personal property (including goodwill and know-how) or a contract for future services.
|
2.5
|
No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:
|
(a)
|
the amount to be credited for the issue of the Shares; |
(b)
|
their determination of the reasonable present cash value of the non-money consideration for the issue; and
|
(c)
|
that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.
|
2.6
|
The Company shall keep a register (the “share register”) containing:
|
(a)
|
the names and addresses of the persons who hold Shares; |
(b)
|
the number of each class and series of Shares held by each Member;
|
(c)
|
the date on which the name of each Member was entered in the share register; and
|
(d)
|
the date on which any Eligible Person ceased to be a Member.
|
2.7
|
The share register may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register.
|
2.8
|
A Share is deemed to be issued when the name of the Member is entered in the share register.
|
2.9
|
Subject to the provisions of the Act and the Business Combination Articles, Shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such Shares may determine. The directors may issue options, warrants or convertible securities or securities or a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or Securities on such terms as the directors may from time to time determine. Notwithstanding the foregoing, the directors may also issue options, warrants or convertible securities in connection with the Company’s IPO.
|
3
|
FORFEITURE
|
3.1
|
Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.
|
3.2
|
A written notice of call specifying the date for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares.
|
3.3
|
The written notice of call referred to in Regulation 3.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
|
3.4
|
Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.
|
3.5
|
The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.
|
4
|
TRANSFER OF SHARES
|
4.1
|
Subject to the Memorandum, certificated shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. A member shall be entitled to transfer uncertificated shares by means of a relevant system and the operator of the relevant system shall act as agent of the Members for the purposes of the transfer of such uncertificated shares.
|
4.2
|
The transfer of a Share is effective when the name of the transferee is entered on the share register.
|
4.3
|
If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
|
(a)
|
to accept such evidence of the transfer of Shares as they consider appropriate; and
|
(b)
|
that the transferee’s name should be entered in the share register notwithstanding the absence of the instrument of transfer.
|
4.4
|
Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even though the personal representative is not a Member at the time of the transfer.
|
5
|
DISTRIBUTIONS
|
5.1
|
Subject to the Business Combination Articles, the directors of the Company may, by Resolution of Directors, authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
|
5.2
|
Dividends may be paid in money, shares, or other property.
|
5.3
|
The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends as appear to the directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
|
5.4
|
Notice in writing of any dividend that may have been declared shall be given to each Member in accordance with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.
|
5.5
|
No dividend shall bear interest as against the Company.
|
6
|
REDEMPTION OF SHARES AND TREASURY SHARES
|
6.1
|
The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent.
|
6.2
|
The purchase, redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution where:
|
(a)
|
the Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have his Shares redeemed or to have his shares exchanged for money or other property of the Company, or
|
(b)
|
the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act.
|
6.3
|
Sections 60, 61 and 62 of the Act shall not apply to the Company.
|
6.4
|
Subject to the provisions of Regulation 23, Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.
|
6.5
|
All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.
|
6.6
|
Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.
|
6.7
|
Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.
|
7
|
MORTGAGES AND CHARGES OF SHARES
|
7.1
|
A Member may by an instrument in writing mortgage or charge his Shares.
|
7.2
|
There shall be entered in the share register at the written request of the Member:
|
(a)
|
a statement that the Shares held by him are mortgaged or charged;
|
(b)
|
the name of the mortgagee or chargee; and |
(c)
|
the date on which the particulars specified in subparagraphs (a) and (b) are entered in the share register.
|
7.3
|
Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:
|
(a)
|
with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or
|
(b)
|
upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.
|
7.4
|
Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this Regulation:
|
(a)
|
no transfer of any Share the subject of those particulars shall be effected;
|
(b)
|
the Company may not purchase, redeem or otherwise acquire any such Share; and
|
(c)
|
no replacement certificate shall be issued in respect of such Shares,
|
8.1
|
Any director of the Company may convene meetings of the Members at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable. Following consummation of the Business Combination, an AGM shall be held annually at such date and time as may be determined by the directors.
|
8.2
|
Upon the written request of the Members entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Members.
|
8.3
|
The director convening a meeting of Members shall give not less than 10 nor more than 60 days’ written notice of such meeting to:
|
(a)
|
those Members whose names on the date the notice is given appear as Members in the share register of the Company and are entitled to vote at the meeting; and
|
(b)
|
the other directors. |
8.4
|
The director convening a meeting of Members shall fix in the notice of the meeting the record date for determining those Members that are entitled to vote at the meeting.
|
8.5
|
A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.
|
8.6
|
The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the meeting.
|
8.7
|
A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.
|
8.8
|
The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
|
8.9
|
The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.
|
COLLABRIUM JAPAN ACQUISITION CORPORATION
I/We being a Member of the above Company HEREBY APPOINT ……………………………………………………………………………..…… of ……………………………………...……….…………..………… or failing him …..………………………………………………….…………………….. of ………………………………………………………..…..…… to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this …… day of …………..…………, 20……
……………………………
Member
|
8.10
|
The following applies where Shares are jointly owned:
|
(a)
|
if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;
|
(b)
|
if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and
|
(c)
|
if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest) in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.
|
8.11
|
A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other.
|
8.12
|
A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.
|
8.13
|
If within two hours from the time appointed for the meeting of Members, a quorum is not present, the meeting, at the discretion of the Chairman of the Board of Directors shall either be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to have been held, at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the Chairman of the Board of Directors.
|
8.14
|
At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.
|
8.15
|
The person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting from time to time, and from place to place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined to be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.
|
8.16
|
At any meeting of the Members the chairman of the meeting is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.
|
8.17
|
Subject to the specific provisions contained in this Regulation for the appointment of representatives of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Member or the Company.
|
8.18
|
Any Member other than an individual may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise if it were an individual.
|
8.19
|
The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.
|
8.20
|
Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.
|
8.21
|
Any action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts.
|
9
|
DIRECTORS
|
9.1
|
The first directors of the Company shall be appointed by the first registered agent within 30 days of the incorporation of the Company; and thereafter, the directors shall be elected:
|
(a)
|
subject to Regulation 9.1(b), by Resolution of Members or by Resolution of Directors for such term as the Members or directors determine;
|
(b)
|
immediately prior to the consummation of an IPO, the directors shall pass a resolution of directors dividing themselves into three classes, being the class A directors (the “Class A Directors”), the class B directors (the “Class B Directors") and the class C directors (the “Class C Directors"). The number of directors in each class shall be as nearly equal as possible. The Class A Directors shall stand elected for a term expiring at the Company’s first AGM and the Class B Directors shall stand elected for a term expiring at the Company’s second AGM and the Class C Directors shall stand elected for a term expiring at the Company’s third AGM. Commencing at the first AGM, and at each following AGM, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third AGM following their election. Except as the Act or any applicable law may otherwise require, in the interim between an AGM or general meeting called for the election of directors and/or the removal of one or more directors any vacancy on the Board of Directors, may be filled by the majority vote of the remaining directors.
|
9.2
|
No person shall be appointed as a director of the Company unless he has consented in writing to act as a director.
|
9.3
|
The minimum number of directors shall be one and there shall be no maximum number of directors.
|
9.4
|
Each director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.
|
9.5
|
A director may be removed from office with or without cause by,
|
(a)
|
a Resolution of Members passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the Members of the Company entitled to vote; or
|
(b)
|
subject to Regulation 9.1(b), a Resolution of Directors passed at a meeting of directors.
|
9.6
|
A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.
|
9.7
|
Subject to Regulation 9.1(b), the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.
|
9.8
|
A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.
|
9.9
|
The Company shall keep a register of directors containing:
|
(a)
|
the names and addresses of the persons who are directors of the Company;
|
(b)
|
the date on which each person whose name is entered in the register was appointed as a director of the Company;
|
(c)
|
the date on which each person named as a director ceased to be a director of the Company; and
|
(d)
|
such other information as may be prescribed by the Act. |
9.10
|
The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.
|
9.11
|
The directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.
|
9.12
|
A director is not required to hold a Share as a qualification to office.
|
9.13
|
Prior to the consummation of any transaction with:
|
|
(a)
|
any affiliate of the Company;
|
|
(b)
|
any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company;
|
|
(c)
|
any Director or executive officer of the Company and any relative of such Director or executive officer; and
|
|
(c)
|
any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by a person referred to in Regulations 9.13(b) and (c) or over which such a person is able to exercise significant influence,
|
10
|
POWERS OF DIRECTORS
|
10.1
|
The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.
|
10.2
|
If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.
|
10.3
|
If the Company is a subsidiary, but not a wholly owned subsidiary, of a holding company, and the shareholders other than the holding company agree in advance, a director of the Company may, when exercising powers or performing duties as a director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests of a Member or some Members even though it may not be in the best interests of the Company.
|
10.4
|
If the Company is carrying out a joint venture between shareholders, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.
|
10.5
|
Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.
|
10.6
|
Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.
|
10.7
|
The continuing directors may act notwithstanding any vacancy in their body.
|
10.8
|
Subject to Regulation 23.8, the Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party, provided always that if the same occurs prior to the consummation of a Business Combination, the Company must first obtain from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account.
|
10.9
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.
|
10.10
|
Section 175 of the Act shall not apply to the Company.
|
11
|
PROCEEDINGS OF DIRECTORS
|
11.1
|
Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.
|
11.2
|
The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides.
|
11.3
|
A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.
|
11.4
|
Until the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination, a director may by a written instrument appoint an alternate who need not be a director, and such alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated.
|
11.5
|
A director shall be given not less than three days’ notice of meetings of directors, but a meeting of directors held without three days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
|
11.6
|
A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or, following the consummation of a Business Combination, by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two.
|
11.7
|
If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.
|
11.8
|
At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. If the directors are unable to choose a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate director shall be deemed to be the same age as the director that he represents) shall take the chair.
|
11.9
|
An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.
|
12
|
COMMITTEES
|
12.1
|
The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.
|
12.2
|
The directors have no power to delegate to a committee of directors any of the following powers:
|
(a)
|
to amend the Memorandum or the Articles; |
(b)
|
to designate committees of directors; |
(c)
|
to delegate powers to a committee of directors; |
(d)
|
to appoint directors; |
(e)
|
to appoint an agent; |
(f)
|
to approve a plan of merger, consolidation or arrangement; or |
(g)
|
to make a declaration of solvency or to approve a liquidation plan.
|
12.3
|
Regulations 12.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.
|
12.4
|
The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.
|
13
|
OFFICERS AND AGENTS
|
13.1
|
The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.
|
13.2
|
The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Members, the Chief Executive Officer to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.
|
13.3
|
The emoluments of all officers shall be fixed by Resolution of Directors.
|
13.4
|
The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.
|
13.5
|
The directors may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the matters specified in Regulation 12.1. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.
|
14
|
CONFLICT OF INTERESTS
|
14.1
|
A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.
|
14.2
|
For the purposes of Regulation 14.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
|
14.3
|
Provided that the requirements of Regulation 9.13 have first been satisfied, a director of the Company who is interested in a transaction entered into or to be entered into by the Company may then:
|
(a)
|
vote on a matter relating to the transaction; |
(b)
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
(c)
|
sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,
|
15
|
INDEMNIFICATION
|
15.1
|
Subject to the limitations hereinafter provided, the Company may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in a Proceeding and against all judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, any person who:
|
(a)
|
is or was a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was a director, officer, key employee, adviser of the Company or who at the request of the Company; or
|
(b)
|
is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another Enterprise.
|
15.2
|
The indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the Indemnitee had no reasonable cause to believe that his conduct was unlawful.
|
15.3
|
The decision of the directors as to whether an Indemnitee acted honestly and in good faith and with a view to the best interests of the Company and as to whether such Indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.
|
15.4
|
The termination of any Proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the relevant Indemnitee did not act honestly and in good faith and with a view to the best interests of the Company or that such Indemnitee had reasonable cause to believe that his conduct was unlawful.
|
15.5
|
The Company may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any Indemnitee, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the liability as provided in these Articles.
|
16
|
RECORDS
|
16.1
|
The Company shall keep the following documents at the office of its registered agent:
|
(a)
|
the Memorandum and the Articles; |
(b)
|
the share register, or a copy of the share register; |
(c)
|
the register of directors, or a copy of the register of directors; and
|
(d)
|
copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.
|
16.2
|
If the Company maintains only a copy of the share register or a copy of the register of directors at the office of its registered agent, it shall:
|
(a)
|
within 15 days of any change in either register, notify the registered agent in writing of the change; and
|
(b)
|
provide the registered agent with a written record of the physical address of the place or places at which the original share register or the original register of directors is kept.
|
16.3
|
The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:
|
(a)
|
minutes of meetings and Resolutions of Members and classes of Members;
|
(b)
|
minutes of meetings and Resolutions of Directors and committees of directors; and
|
(c)
|
an impression of the Seal, if any. |
16.4
|
Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.
|
16.5
|
The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.
|
17
|
REGISTERS OF CHARGES
|
17.1
|
The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:
|
(a)
|
the date of creation of the charge; |
(b)
|
a short description of the liability secured by the charge; |
(c)
|
a short description of the property charged; |
(d)
|
the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;
|
(e)
|
unless the charge is a security to bearer, the name and address of the holder of the charge; and
|
(f)
|
details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.
|
18
|
CONTINUATION
|
19
|
SEAL
|
20
|
ACCOUNTS AND AUDIT
|
20.1
|
The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.
|
20.2
|
The Company may by Resolution of Members call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.
|
20.3
|
The Company may by Resolution of Members call for the accounts to be examined by auditors.
|
20.4
|
If the Shares are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and maintain an audit committee as a committee of the Board of Directors, the composition and responsibilities of which shall comply with the rules and regulations of the SEC and the Designated Stock Exchange subject to any available exemptions therefrom and the operation of the Act. The audit committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.
|
20.5
|
If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an audit committee, the Directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.
|
20.6
|
If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and, if required, shall utilise the audit committee for the review and approval of potential conflicts of interest.
|
20.7
|
If applicable, and subject to applicable law and the rules of the SEC and the Designated Stock Exchange:
|
|
(a)
|
at the AGM or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor who shall hold office until the Members appoint another auditor. Such auditor may be a Member but no director or officer or employee of the Company shall during, his continuance in office, be eligible to act as auditor;
|
|
(b)
|
a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the AGM and furthermore the Company shall send a copy of such notice to the retiring auditor; and
|
|
(c)
|
the Members may, at any meeting convened and held in accordance with these Articles, by resolution remove the auditor at any time before the expiration of his term of office and shall by resolution at that meeting appoint another auditor in his stead for the remainder of his term.
|
20.8
|
The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.
|
20.9
|
The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:
|
(a)
|
in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and
|
(b)
|
all the information and explanations required by the auditors have been obtained.
|
20.10
|
The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members.
|
20.11
|
Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.
|
20.12
|
The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented.
|
21
|
NOTICES
|
21.1
|
Any notice, information or written statement to be given by the Company to Members may be given by personal service by mail, facsimile or other similar means of electronic communication, addressed to each Member at the address shown in the share register.
|
21.2
|
Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
|
21.3
|
Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.
|
22
|
VOLUNTARY WINDING UP
|
22.1
|
The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.
|
23
|
BUSINESS COMBINATION
|
23.1
|
Regulations 23.1 to 23.13 and Regulation 9.1(b) shall terminate upon consummation of any Business Combination and may not be amended during the Target Business Acquisition Period except as otherwise provided in these Articles.
|
23.2
|
In the event that the Company does not consummate a Business Combination prior to the expiration of 15 months after the closing of the IPO (or 18 months from the closing of the IPO if the Company elects to take advantage of the Extension Period) (such date being referred to as the “Termination Date”), such failure shall trigger an automatic redemption of the Public Shares (an “Automatic Redemption Event”) and the directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public Shares (as defined below) or distribute the Trust Account to the holders of the Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any winding up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares. Pursuant to Section 12(2)(a) of the Act, this Regulation 23.2 may not be amended, whether to shorten the 15 (or 18) month period for the Company to effect a Business Combination or otherwise, prior to the consummation of the Business Combination.
|
23.3
|
In the event that the Company elects to take advantage of the Extension Period, it shall first conduct a Tender Redemption Offer (as defined below) in order to redeem the Public Shares on a pro rata basis, in cash, at a price per share amount equal to the Per-Share Redemption Price.
|
23.4
|
Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such Business Combination to its Members for approval.
|
23.5
|
Although not required, in the event that a shareholder vote is held, and a majority of the votes cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorised to consummate the Business Combination.
|
|
23.6 (a)
|
In the event that a Business Combination is consummated by the Company, the Company will offer to redeem the Shares of any Member issued in the IPO other than those Shares held by Directors or Officers (the “Public Shares”) for cash in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the “Tender Redemption Offer”). The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable Per-Share Redemption Price.
|
(b)
|
In the event that a Business Combination is consummated by the Company in connection with a shareholder vote held pursuant to Regulation 23.5 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the “Redemption Offer”), the Company will offer to redeem the Public Shares, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price; provided, that any such redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem more than 10% of the total Public Shares in the event that the Company seeks public shareholder approval of the Business Combination.
|
|
(c)
|
In no event will the Company take advantage of the Extension Period under Regulation 23.3 or consummate the Tender Redemption Offer or the Redemption Offer under Regulation 23.6(a) or (b) if such redemptions would cause the Company to have net tangible assets to be less than US$5,000,001.
|
|
23.7
|
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account.
|
|
23.8
|
Prior to a Business Combination, the Company will not issue any Securities (other than Public Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.
|
|
23.9
|
The Business Combination must be approved by a majority of the independent disinterested members of the Board of Directors. Although the directors do not intend to enter into a Business Combination with a Target Business that is affiliated with an Insider, it is not prohibited from doing so. In the event the Company enters into such a Business Combination, the Company will obtain the approval of a majority of the disinterested directors of the Company and an opinion from an independent investment banking firm or other independent entity reasonably acceptable to The PrinceRidge Group LLC that such a Business Combination is fair to the members of the Company from a financial point of view.
|
|
23.10
|
The Company will not effectuate a Business Combination with another “blank cheque” company or a similar company with nominal operations.
|
|
23.11
|
Immediately after the Company’s IPO, the amount of net offering proceeds received by the Company in the IPO (including proceeds of any exercise of the underwriter’s over-allotment option and any proceeds from the sale of warrants to the Initial Investors as described in the Company’s registration statement on Form F-1 filed with the SEC (the “Registration Statement”) at the time it goes effective) shall be deposited and thereafter held in the Trust Account. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with these Articles, in each case in accordance with the trust agreement governing the Trust Account; provided that all that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to cover working capital requirements and tax obligations.
|
|
23.12
|
In the event the directors of the Company propose any amendment to Regulation 23 prior to (but not in conjunction with) the consummation of a Business Combination (an “Amendment”) and such Amendment is (i) duly approved by a Resolution of Members; and (ii) the amended Articles are filed at the Registry of Corporate Affairs (an “Approved Amendment”), the Company will offer to redeem the Public Shares of any Member who voted all of its Shares against or did not consent in writing to (as relevant) the Resolution of Members approving the Approved Amendment, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an “Amendment Redemption Event”). Such members shall have at least 20 days to determine whether to accept the Company's offer to redeem their Public Shares. For the avoidance of doubt, an Amendment may not include (i) any amendment to Regulation 23.2; or (ii) any amendment that would affect the substance or timing of the Company’s obligations as described in Regulation 23 to offer to pay the Per-Share Redemption Price to the holders of the Public Shares).
|
Karen Fahie
|
Ayana Glasgow
|
|||
Authorised Signatory | Authorised Signatory | |||
Ogier Fiduciary Services (BVI) Limited
|
Ogier Fiduciary Services (BVI) Limited
|
Chief Executive Officer
|
Secretary
|
TEN COM
|
—
|
as tenants in common
|
UNIF GIFT MIN ACT
|
—
|
Custodian
|
|||||
|
||||||||||
TEN ENT
|
—
|
as tenants by the entireties
|
(Cust)
|
|||||||
(Minor)
|
||||||||||
Under Uniform Gifts to
Minors
|
||||||||||
JT TEN
|
—
|
as joint tenants with right of
survivorship and not as
tenants in common
|
Act
|
|||||||
(State)
|
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|
Notice:
|
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
|
Signature(s) Guaranteed:
|
||
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
|
SHARES
|
|
SEE REVERSE FOR
|
|
CERTAIN DEFINITIONS
|
|
CUSIP G2266G 102
|
This Certifies that
|
|
|
is the owner of
|
|
|
[Corporate
Seal]
|
|||
Chief Executive Officer
|
|
British Virgin
Islands
|
|
Secretary
|
TEN COM
|
—
|
as tenants in common
|
UNIF GIFT MIN ACT —
|
|
Custodian
|
|
||||||
TEN ENT
|
—
|
as tenants by the entireties
|
(Cust)
|
(Minor)
|
||||||||
JT TEN
|
—
|
as joint tenants with right
|
under Uniform Gifts to Minors
|
|||||||||
of survivorship and not as tenants in common
|
Act
|
|
|
(State)
|
COLLABRIUM JAPAN ACQUISITION CORPORATION
|
|||
By:
|
/s/
|
||
Name:
|
|||
Title:
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
|
|||
By:
|
/s/
|
||
Name:
|
|||
Title:
|
(Signature)
|
||||
(Address)
|
||||
(Tax Identification Number)
|
COLLABRIUM JAPAN ACQUISITION CORPORATION
|
|||
By:
|
|||
Name:
|
|||
Title:
|
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every manner, without alteration or enlargement or any change whatever.
|
Name
|
|
(Print in Block Letters)
|
|
Address | |
Signature | ||
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every manner, without alteration or enlargement or any change whatever.
|
1 Documents
|
(a)
|
the Registration Statement;
|
(b)
|
(i)
|
the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on [ ] 2012;
|
|
(ii)
|
the public information revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Company’s incorporation, maintained by the British Virgin Islands’ High Court Registry on [ ] 2012;
|
(each of the searches in (b)(i) and (ii) together, the Public Records);
|
(iii)
|
a certificate issued by the directors of the Company dated [ ] 2012 (Directors’ Certificate);
|
(iv)
|
a registered agent’s certificate issued by the Company’s registered agent dated [ ] 2012 (the “Registered Agent’s Certificate”); and
|
(v)
|
written resolutions of the directors of the Company containing resolutions of the directors of the Company dated [ ] 2012 approving, inter alia, the Registration Statement (Directors’ Resolutions).
|
(a)
|
all parties to the Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement;
|
(b)
|
the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company);
|
(c)
|
copies of documents or records provided to us are true copies of the originals which are authentic and complete;
|
(d)
|
all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same;
|
(e)
|
the accuracy and completeness of the representations made by the directors of the Company in the Directors’ Certificate as at the date hereof;
|
(f)
|
the accuracy and completeness of the Registered Agent's Certificate as at the date hereof;
|
(g)
|
the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records; and
|
(a)
|
The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 and validly existing in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name.
|
(b)
|
The Company has the capacity and power to exercise its rights and perform its obligations under the Registration Statement.
|
(c)
|
The Shares to be offered and sold by the Company as contemplated by the Registration Statement have been duly authorised for issue and, when issued by the Company against payment in full of the consideration in accordance with the terms set out in the Registration Statement and the terms in the underwriting agreement referred to within the Registration Statement and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.
|
(d)
|
The performance of the Company's obligations under the Registration Statement do not and will not conflict with or result in any breach of:
|
(i)
|
the Memorandum and Articles of Association of the Company; or
|
(ii)
|
any law of the British Virgin Islands applicable to the Company.
|
(e)
|
There were no actions pending against the Company based on our search of each of the Civil Index Book and the Commercial Book maintained by the British Virgin Islands High Court Registry.
|
(f)
|
On the basis of our searches conducted at the Registry of Corporate Affairs and at the High Court Registry, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver.
|
4
|
Limitations
|
(a)
|
in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws);
|
(b)
|
in relation to any representation or warranty made or given by the Company in the Registration Statement; or
|
(c)
|
as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement.
|
5
|
Governing Law and Reliance
|
(a)
|
This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof.
|
(b)
|
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
|
Very truly yours, | ||
/s/ Graubard Miller | ||
$____________
|
As of April 15, 2012
|
COLLABRIUM JAPAN ACQUISITION CORPORATION | |||
By:
|
/s/ | ||
Name: Koji Fusa | |||
Title: Chief Executive Officer | |||
Sincerely, | |
Koji Fusa | |
Andrew Williams | |
Hiroshi Tamada | |
Timothy Duffy |
Collabrium Capital Limited
|
||
|
By:
|
|
Name | ||
Title | ||
By: | |
Name: | |
Title: |
By: | |
Name: | |
Title: |
Fee Item
|
Time and method of payment
|
Amount (1)
|
Closing fee
|
Consummation of IPO by wire transfer of funds
|
$3,500.00
|
Trustee Fee
|
Entire Term
|
$10,000.00 (2)
|
Share transfer agent fee
|
Monthly until consummation of Business Combination
|
$500.00 (3)
|
Warrant agent fee
|
Monthly until consummation of Business Combination
|
$200.00 (4)
|
All services in connection with a Business Combination and/or all services in connection with liquidation of Trust Account if no Business Combination
|
Upon final liquidation of the Trust Account but, upon liquidation if no Business Combination, only from interest earned or from the Company by wire transfer of funds
|
Standard and customary rates
|
(1)
|
Any amounts owed by the Company are subject in their entirety to the provisions of Section 5 of this Agreement.
|
(2)
|
$5,000.00 payable at consummation of IPO and $5,000.00 deferred until consummation of the Business Combination.
|
(3)
|
$100.00 per month deferred until after consummation of Business Combination.
|
(4)
|
$100.00 per month deferred until after consummation of Business Combination.
|
Very truly yours, | |||
COLLABRIUM JAPAN ACQUISITION CORPORATION | |||
By:
|
/s/ | ||
Name: | |||
Title: | |||
Very truly yours, | |||
COLLABRIUM JAPAN ACQUISITION CORPORATION | |||
By:
|
|||
Name: | |||
Title: | |||
COLLABRIUM JAPAN ACQUISITION CORPORATION | |||
By:
|
/s/ | ||
Name: | |||
Title: | |||
AUTHORIZED INDIVIDUAL(S) | AUTHORIZED |
FOR TELEPHONE CALL BACK | TELEPHONE NUMBER(S) |
Company: | |
Collabrium Japan Acquisition Corporation | |
c/o Collabrium Advisors LLP | |
16 Old Bond Street | |
London W1S 4PS | |
Attn: Koji Fusa, CEO | 44-20-7408-4710 |
Andrew Williams, Chairman | |
Graubard Miller | |
405 Lexington Avenue | |
New York, New York 10174 | |
Attn: David Alan Miller, Esq. | (212) 818-8800 |
Jeffrey M. Gallant, Esq | |
Trustee: | |
Continental Stock Transfer | |
& Trust Company | |
17 Battery Place | |
New York, New York 10004 | |
Attn: Frank Di Paolo, CFO | (212) 845-3270 |
COMPANY: | |||
COLLABRIUM JAPAN | |||
ACQUISITION CORPORATION | |||
By:
|
/s/ | ||
Name: | |||
Title: | |||
INVESTORS: | ||
NaKoji Fusa | ||
Hiroshi Tamada | ||
COLLABRIUM CAPITAL LIMITED | |||
By:
|
/s/ | ||
Name: | |||
Title: | |||
Timothy Duffy | |||
Name
|
Address
|
Koji Fusa
|
|
Hiroshi Tamada
|
|
Collabrium Capital Limited
|
|
Timothy Duffy
|
Very truly yours, | |||
COLLABRIUM JAPAN ACQUISITION CORPORATION | |||
By:
|
|||
Name | |||
Title | |||
By:
|
||
Name | ||
Title | ||
By:
|
||
Name | ||
Title | ||
Very truly yours, | ||
|
||
·
|
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
·
|
promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
|
·
|
promote compliance with applicable governmental laws, rules and regulations;
|
·
|
deter wrongdoing; and
|
·
|
require prompt internal reporting of breaches of, and ensure accountability for adherence to, this Code.
|
·
|
Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests.
|
·
|
Observe all applicable governmental laws, rules and regulations.
|
·
|
Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data.
|
·
|
Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.
|
·
|
Deal fairly with the Company’s customers, suppliers, competitors and employees.
|
·
|
Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
|
·
|
Protect the assets of the Company, including proprietary information of the Company, and ensure proper use of such assets. Proprietary information includes intellectual property, such as trademarks, copyrights, patents and trademarks, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports.
|
·
|
Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or using corporate assets, information or position for general personal gain outside the scope of employment with the Company.
|
·
|
Avoid conflicts of interest as provided in Section 3.
|
·
|
any significant ownership interest in any supplier or customer;
|
·
|
any consulting or employment relationship with any customer, supplier or competitor;
|
·
|
any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
|
·
|
the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;
|
·
|
being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;
|
·
|
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and
|
·
|
any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes – or even appears to interfere – with the interests of the Company as a whole.
|
·
|
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
|
·
|
in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
|
·
|
Notify the Chairman promptly of any existing or potential violation of this Code.
|
·
|
Not retaliate against any other person for reports of potential violations that are made in good faith.
|
·
|
The Board of Directors (or Audit Committee, if one exists) will take all appropriate action to investigate any breaches reported to it.
|
·
|
If the Audit Committee, if one exists, determines (by majority decision) that a breach has occurred, it will inform the Board of Directors.
|
·
|
Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee (if one exists) and/or General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
|
1.
|
Meet with the independent auditor prior to the audit to review the scope, planning and staffing of the audit.
|
2.
|
Review and discuss with management and the independent auditor the annual audited financial statements, and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 20-F (or Form 10-K if the Company is no longer a foreign private issuer) or the annual report to shareholders if distributed prior to the filing of the Form 20-F (or Form 10-K, if applicable).
|
3.
|
Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing, if any, of a Form 6-K (or Form 10-Q if the Company is no longer a foreign private issuer) containing such statements, including the results of the independent auditor’s review of the quarterly financial statements.
|
4.
|
Discuss with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including:
|
(a)
|
any significant changes in the Company’s selection or application of accounting principles;
|
(b)
|
the Company’s critical accounting policies and practices;
|
(c)
|
all alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the use of such alternative accounting principles;
|
(d)
|
any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and
|
(e)
|
any material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
|
5.
|
Discuss with management the Company’s earnings press releases generally, including the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be general and include the types of information to be disclosed and the types of presentations to be made.
|
6.
|
Discuss with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures.
|
7.
|
Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
|
8.
|
Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
|
9.
|
Review disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals performing similar functions) during their certification process for the Form 20-F (or Form 10-K, if applicable) about any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
10.
|
At least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting Oversight Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.
|
11.
|
Verify the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
|
12.
|
Oversee the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.
|
13.
|
Be available to the independent auditor during the year for consultation purposes.
|
14.
|
Obtain assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated.
|
15.
|
Review and approve all related-party transactions.
|
16.
|
Inquire and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance.
|
17.
|
Establish procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material issues regarding the Company’s financial statements or accounting policies.
|
18.
|
Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
|
19.
|
Discuss with the Company’s General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.
|
20.
|
Review and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such review and approval.
|
·
|
Developing the criteria and qualifications for membership on the board.
|
·
|
Recruiting, reviewing and nominating candidates for election to the board of directors or to fill vacancies on the board of directors.
|
·
|
Reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates.
|
·
|
Establishing subcommittees for the purpose of evaluating special or unique matters.
|
·
|
Monitoring and making recommendations regarding committee functions, contributions and composition.
|
·
|
Evaluating, on an annual basis, the Committee’s performance.
|
·
|
Whether the candidate is independent pursuant to the requirements of the NASDAQ Stock Market.
|
·
|
Whether the candidate is accomplished in his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Company.
|
·
|
Whether the candidate has the ability to read and understand basic financial statements. The Nominating Committee also will determine if a candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities and Exchange Commission.
|
·
|
Whether the candidate has relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise.
|
·
|
Whether the candidate has knowledge of the Company and issues affecting the Company.
|
·
|
Whether the candidate is committed to enhancing shareholder value.
|
·
|
Whether the candidate fully understands, or has the capacity to fully understand, the legal responsibilities of a director and the governance processes of a public company.
|
·
|
Whether the candidate is of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary responsibility.
|
·
|
Whether the candidate has, and would be willing to commit, the required hours necessary to discharge the duties of Board membership.
|
·
|
Whether the candidate has any prohibitive interlocking relationships or conflicts of interest.
|
·
|
Whether the candidate is able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.
|
·
|
Whether the candidate will further the Board’s goal of maintaining a well balanced and diverse group of board members.
|
·
|
Whether the candidate is able to suggest business opportunities to the Company.
|
·
|
Name;
|
·
|
Age;
|
·
|
Business and current residence addresses, as well as residence addresses for the past 20 years;
|
·
|
Principal occupation or employment and employment history (name and address of employer and job title) for the past 10 years (or such shorter period as the candidate has been in the workforce);
|
·
|
Educational background;
|
·
|
Permission for the Company to conduct a background investigation, including the right to obtain education, employment and credit information;
|
·
|
The number of shares of common stock of the Company beneficially owned by the candidate;
|
·
|
The information that would be required to be disclosed by the Company about the candidate under the rules of the SEC in a Proxy Statement soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401, 404 and 405 of Regulation S-K); and
|
·
|
A signed consent of the nominee to serve as a director of the Company, if elected.
|
British Virgin Islands
|
6770
|
N/A
|
||
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
405 Lexington Avenue, 19th Floor
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile
|
Copies to:
Simon Schilder, Esq.
Ogier
Qwomar Complex, 4 th Floor
PO Box 3170
Road Town, Tortola
British Virgin Islands
VG11110
+1 284 494 0545
+ 1 284 494 0883 — Facsimile
|
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42 nd Street, 11 th Floor
New York, New York 10017
(212) 370-1300
(212) 370-7889 — Facsimile
|
of Each Class of Securities to be Registered
|
Amount to be
Registered(1)
|
Proposed
Maximum
Offering Price
per Unit(1)
|
Proposed
Maximum
Aggregate
Offering Price(1)
|
Amount of
Registration Fee
|
||||||||||||
Units, each consisting of one ordinary share, no par value, and one Warrant(2)
|
4,600,000 | $ | 10.00 | $ | 46,000,000 | $ | 5,271.60 | |||||||||
Ordinary Shares included as part of the Units(2)
|
4,600,000 | — | — | — | (3) | |||||||||||
Warrants included as part of the Units(2)
|
4,600,000 | — | — | — | (3) | |||||||||||
Representative’s Unit Purchase Option
|
1 | $ | 100.00 | $ | 100 | — | (3) | |||||||||
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)
|
400,000 | $ | 15.00 | $ | 6,000,000 | $ | 687.60 | |||||||||
Ordinary Shares included as part of the Representative’s Units
|
400,000 | — | — | — | (3) | |||||||||||
Warrants included as part of the Representative’s Units
|
400,000 | — | — | — | (3) | |||||||||||
Total
|
$ | 52,000,100 | $ | 5,959.20 |
(1)
|
Estimated solely for the purpose of calculating the registration fee.
|
(2)
|
Includes 600,000 units, 600,000 ordinary shares underlying such units and 600,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
|
(3)
|
No fee pursuant to Rule 457(g).
|
PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, MAY 4, 2012 |
Price to Public
|
Underwriting Discounts
and Commissions (1)
|
Proceeds, Before
Expenses, to us
|
||||||||||
Per Unit
|
$ | 10.00 | $ | 0.45 | $ | 9.55 | ||||||
Total
|
$ | 40,000,000 | $ | 1,800,000 | $ | 38,200,000 |
Summary
|
1
|
Summary Financial Data
|
17
|
Risk Factors
|
18
|
Cautionary Note Regarding Forward Looking Statements
|
40
|
Use of Proceeds
|
41
|
Dividend Policy
|
45
|
Dilution
|
46
|
Capitalization
|
47
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
48
|
Proposed Business
|
52
|
Management
|
69
|
Principal Shareholders
|
75
|
Certain Relationships and Related Party Transactions
|
77
|
Description of Securities
|
79
|
British Virgin Islands Company Considerations
|
87
|
Securities Eligible for Future Sale
|
94
|
Taxation
|
96
|
Notes Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities
|
106
|
Underwriting
|
109
|
Legal Matters
|
116
|
Experts
|
116
|
Where You Can Find Additional Information
|
116
|
Index to Financial Statements
|
F-1
|
SUMMARY
This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus:
|
|||
• | references to “we,” “us” or “our company” refer to Collabrium Japan Acquisition Corporation; | ||
• | references to an “FPI” or “FPI status” are references to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act; | ||
• | references to “founder shares” refer to the ordinary shares held by our initial shareholders; | ||
• | references to “initial business combination” or “business combination” are to our initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more target businesses; | ||
• | references to “target businesses” are to one or more businesses or entities with which we seek to complete our initial business combination; | ||
• | references to “initial shareholders” refer to our shareholders prior to this offering; | ||
• | references to our “public shares” refer to our ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); | ||
• | references to “public shareholders” refer to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that our initial shareholders and each member of management shall be considered a “public shareholder” only with respect to any public shares held by them; | ||
• | references to our “management” or our “management team” refer to our officers and directors; | ||
• | references to “insider warrants” are to the warrants to purchase an aggregate of 3,066,666 ordinary shares, each exercisable for one ordinary share at $11.50 per share, to be sold in a private placement at a price of $0.75 per warrant ($2,300,000 in the aggregate) that will occur simultaneously with the consummation of this offering; | ||
• | references to the “Companies Act” means the BVI Business Companies Act, 2004 of the British Virgin Islands; | ||
• | references to the “Exchange Act” means the Securities Exchange Act of 1934, as amended; | ||
• | references to the “Securities Act” means the Securities Act of 1933, as amended; | ||
• | references to the “memorandum and articles of association” refer to our memorandum and articles of association, as amended; and | ||
• | the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. | ||
You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. | |||
General
We are a newly organized blank check company incorporated as a British Virgin Islands business company with limited liability (meaning that our public shareholders have no additional liability, as members of our company, for the liabilities of our company over and above the amount paid for their shares) and formed for the purpose of completing an initial business combination with one or more target businesses. We have not identified any target business and we have not, nor has anyone on our behalf, initiated any discussions, directly or indirectly, with respect to identifying any target business.
We intend to focus on target businesses that either have their primary operations located in Japan or that are operating outside of Japan but are Japanese owned. However, we are not limited to these types of companies. We have not established specific criteria that would trigger our consideration of businesses outside of these criteria. We have not determined a time frame, monetary amount or any other factor that would trigger our search of a target business outside of these criteria. We may focus on other geographic regions if we believe that those regions are better able to provide attractive financial returns or if an opportunity outside of Japan was brought to our attention at any time we are in search of a target business. Our current status as an FPI will not preclude us from pursuing an attractive business combination target in the United States, although we do not currently intend to search for, or consummate an initial business combination with, a target business in the United States.
Our management team is led by Andrew Williams, our Chairman of the Board, and Koji Fusa, our Chief Executive Officer. We will seek to capitalize on the strength of our management team. They have experience with mergers and acquisitions, including business, financial, legal and accounting analysis, negotiations, structuring and execution. We believe our management team’s contacts and sources, ranging from private and public company contacts, private equity groups, investment bankers, attorneys, accountants and business brokers, as well as former government officials, will allow us to identify attractive target businesses, though we cannot guarantee that such a network will enable us to find a suitable target business within 21 months of the closing of this offering or to consummate a successful initial business combination.
Over the course of their careers, the members of our management team have developed a broad international network of contacts and corporate relationships that we believe will serve as a useful source of investment opportunities. This network has been developed through our management team’s:
|
|||
• | experience in sourcing, acquiring, operating, financing and selling businesses; | ||
• | reputation for integrity and fair dealing with sellers, capital providers and target management teams; | ||
• | significant experience as advisors on transactions; | ||
• | experience in executing transactions under varying economic and financial market conditions; and | ||
• | experience in operating in developing environments around the world. | ||
Our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses for our initial business combination. We anticipate structuring our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses. We may, however, structure our initial business combination to acquire less than 100% of such interests or assets of the target business, but we will only consummate such business combination if we (or any entity that is a successor to us in an initial business combination) will become the majority shareholder of the target or are not required to register as an “investment company” under the Investment Company Act of 1940, as amended, or the Investment Company Act. We will not consider any transaction that does not meet this criterion. Even though we will own a majority interest in the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. The NASDAQ Capital Market rules and our memorandum and articles of association require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the sum of the balance in the trust account (less any deferred corporate finance fees and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination.
|
|||
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors. Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction with our initial shareholders, or affiliates of our initial shareholders, in the pursuit of an initial business combination. In the event we seek to complete our initial business combination in such an event, we would obtain the approval of a majority of our disinterested directors and an opinion from an independent investment banking firm reasonably acceptable to The PrinceRidge Group LLC that our initial business combination is fair to our unaffiliated shareholders from a financial point of view.
Each of our officers and directors has agreed, pursuant to a written agreement with us, that until the earliest of our initial business combination or our liquidation, to present to us for our consideration, prior to presentation to any other entity, any suitable business combination opportunities, subject to any pre-existing fiduciary or contractual obligations he might have. In addition, our officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other similarly structured blank check company focusing on consummating an initial business combination with a target business in Japan until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 21 months from the closing of this offering.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Our executive offices are located at c/o Collabrium Advisors LLP, 16 Old Bond Street, London W1S 4PS. Our telephone number there is 44-20-7408-4710. We also have offices located at c/o Eureka Company Limited, 6-7-14-202, Akasaka, Minato-ku, Tokyo, 107-0052, Japan.
|
||
The Offering
In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page 18 of this prospectus.
|
|||
Securities offered
|
4,000,000 units, at $10.00 per unit, each unit consisting of:
|
||
• one ordinary share; and
|
|||
• one warrant.
|
|||
Proposed NASDAQ Capital Market symbols
|
Units: “ ”
|
||
Ordinary shares: “ ”
|
|||
Warrants: “ ”
|
|||
Trading commencement and separation of ordinary shares and warrants
|
The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading ten business days following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option.
|
||
Separate trading of the ordinary shares and warrants is prohibited until we have filed a Form 6-K and issued a press release
|
In no event will the ordinary shares and warrants be traded separately until we have filed a Report of Foreign Private Issuer on Form 6-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issued a press release announcing the trading date when such separate trading will commence. We will file the Form 6-K promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the underwriters’ over-allotment option is exercised following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
|
||
Units:
|
|||
Number outstanding before this offering
|
0
|
||
Number outstanding after this offering
|
4,000,000
|
||
Ordinary shares:
|
|||
Number outstanding before this offering
|
1,533,3331
|
||
Number outstanding after this offering
|
5,333,3332
|
||
Warrants:
|
|||
Number outstanding before this offering
|
0
|
||
Number of insider warrants to be sold
simultaneously with closing of this offering |
3,066,666
|
||
Number of warrants to be outstanding
after this offering and the private placement of insider warrants |
7,066,666
|
||
Exercisability and exercise price
|
Each warrant offered in this offering is exercisable to purchase one ordinary share at $11.50 per share, subject to adjustment as described herein.
|
||
Exercise period
|
The warrants will become exercisable on the later of the completion of our initial business combination and 12 months from the date of this prospectus.
|
||
We are not registering the ordinary shares issuable upon exercise of the warrants at this time. When the warrants become exercisable, we are required to have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof available. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants has not been declared effective within 120 days following the closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.
|
|||
The warrants will expire at 5:00 p.m., New York time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
|
______________________________ | |||
1 | This number includes an aggregate of up to 200,000 founder shares held by our initial shareholders that are subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriters. | ||
2 | Assumes no exercise of the underwriters’ over-allotment option and the resulting forfeiture of 200,000 founder shares. | ||
Redemption of warrants
|
Once the warrants become exercisable, we may redeem the outstanding warrants (excluding the insider warrants but including any outstanding warrants issued upon exercise of the unit purchase option granted to The PrinceRidge Group LLC or its designees), in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder, but if, and only if,:
|
||
• the last sale price of our ordinary shares equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period ending on the third business day before we send the notice of redemption to the warrant holders; and
|
|||
• there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of redemption.
|
|||
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
|
|||
Founder shares
|
In February and April 2012, our initial shareholders purchased an aggregate of 1,533,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. The founder shares held by our initial shareholders include an aggregate of 200,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that our initial shareholders will own 25.0% of our issued and outstanding shares after this offering (assuming the initial shareholders do not purchase any units in this offering).
|
||
The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that:
|
|||
• they are subject to certain transfer restrictions, as described in more detail below, and
|
|||
• our initial shareholders have agreed (1) to waive their redemption rights with respect to the founder shares and any public shares they hold in connection with the consummation of our initial business combination and (2) to waive their rights to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 21 months from the closing of this offering (although our initial shareholders will be entitled to receive liquidating distributions with respect to any public shares they hold if we fail to consummate our initial business combination within such time period).
|
|||
If we submit our initial business combination to our shareholders for a vote, our initial shareholders, officers and directors have agreed to vote their founder shares and any public shares they purchase during or after this offering in favor of our initial business combination.
|
|||
Transfer restrictions on founder shares
|
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described in this prospectus) until:
|
||
• with respect to 20% of such shares, upon consummation of our initial business combination;
|
|||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $12.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
|||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $13.50 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
|||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $15.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
|||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $17.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; and
|
|||
• with respect to 100% of such shares, immediately if, following a business combination, we engage in a subsequent transaction (1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity.
|
|||
Insider warrants
|
Our initial shareholders have committed to purchase an aggregate of 3,066,666 insider warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $0.75 per warrant ($2,300,000 in the aggregate) in a private placement that will occur simultaneously with the closing of this offering. The insider warrants may be exercised for cash, or on a cashless basis, at the holder’s option, and may not be redeemed by us, in each case so long as they are held by the initial purchasers or their permitted transferees. Otherwise, the insider warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. The purchase price of the insider warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 21 months from the closing of this offering, the proceeds of the sale of the insider warrants will be used to fund the redemption of our public shares, and the insider warrants will expire worthless.
|
||
Transfer restriction on insider warrants
|
The insider warrants (including the ordinary shares issuable upon exercise of the insider warrants) will not be transferable, assignable or salable (except to certain permitted transferees) until 30 days after the completion of our initial business combination.
|
||
Proceeds to be held in trust account
|
$40,400,000, or $10.10 per unit of the proceeds of this offering and the proceeds of the private placement of the insider warrants ($46,250,000, or approximately $10.05 per unit, if the underwriters’ over-allotment option is exercised in full), will be placed in a segregated trust account in with Continental Stock Transfer & Trust Company acting as trustee and will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries. These proceeds include $800,000 ($920,000 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for a deferred corporate finance fee.
|
||
Except for the interest income that may be released to us to pay any taxes and to fund our working capital requirements, and any amounts necessary to purchase up to 15% of our public shares if we are permitted to do so pursuant to the rules and interpretations of the Nasdaq Capital Markets, as discussed below, none of the funds held in the trust account will be released from the trust account until the earlier of: (1) the consummation of our initial business combination within 21 months from the closing of this offering and (2) our redemption of 100% of the outstanding public shares prior to any voluntary winding up in the event we do not consummate our initial business combination within this 21 month period, which redemption will occur as promptly as reasonably possible, but not more than ten business days thereafter.
|
|||
The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which would have priority over the claims of our public shareholders.
|
|||
Anticipated expenses and funding sources
|
Unless and until we complete our initial business combination, no proceeds held in the trust account, other than as described above, will be available for our use. Based upon the current interest rate environment, we expect the proceeds placed in the trust account to generate approximately $175,000 of interest over the next 21 months; however, this estimate may not be accurate. We may pay our expenses only from:
|
||
• interest earned on the funds in the trust account; and
|
|||
• the net proceeds of this offering not held in the trust account, which we initially expect to be approximately $400,000.
Notwithstanding the foregoing, if necessary to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our officers, directors, initial shareholders or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination (following the payment to any public shareholders seeking to convert or sell their shares to us upon consummation of such business combination), without interest, or, at the holder’s discretion, up to $500,000 of the notes may be converted into our warrants at a price of $0.75 per warrant. These warrants would be identical to the insider warrants. If we do not complete a business combination, any such loans will be forgiven.
|
|||
Conditions to consummating our initial business combination
|
Pursuant to the NASDAQ Capital Market listing rules, our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the sum of the balance in the trust account (less any deferred corporate finance fees and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We will consummate our initial business combination only if we (or any entity which is a successor to us in an initial business combination) will become the majority shareholder of the target. Even though we will own a majority interest in the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital shares of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. In no event will we consummate an initial business combination and allow redemptions of our public shares such that we would have less than $5,000,001 in net tangible assets.
|
||
Foreign Private Issuer status
|
As a new registrant with the SEC, we were required to determine our status as an FPI under Rule 3b-4(d) of the Exchange Act, as of a date within 30 days of the filing of our initial registration statement with the Commission. As an FPI, we will be required to comply with the tender offer rules in connection with our initial business combination. We are required to determine our status as an FPI on an ongoing basis and for the 2012 fiscal year, we will determine our FPI status as of the last day of our most recently completed second fiscal quarter, or June 30, 2012. On such date, if we no longer qualify as an FPI (as set forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S. domestic issuer rules as of the first day of our 2013 fiscal year following the determination date, or January 1, 2013. As a result, should we determine on June 30, 2012, that we are no longer an FPI, commencing on January 1, 2013 we will be subject to the U.S. domestic issuer rules and we will have the option of conducting redemptions like other blank check companies in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. In addition, once we fail to qualify as an FPI, we will remain so unless we meet the requirement for an FPI as of the last business day of the second fiscal quarter following the end of the fiscal year that we lost our FPI status. We may voluntarily forfeit our status as an FPI so that we can avail ourselves of the flexibility provided to U.S. domestic issuers. In determining whether to voluntarily obtain U.S. domestic issuer status, we will consider among other factors, the time required to complete a business combination pursuant to the proxy rules and tender offer rules and whether we believe we are more likely to consummate a business combination if we have the flexibility afforded to U.S. domestic issuers.
|
||
Permitted purchases of public shares by us prior
to the consummation of our initial business combination using amounts held in the trust account |
Solely in the event we are permitted to have funds released from the trust account prior to the announcement of an initial business combination pursuant to the rules and interpretations of the NASDAQ Capital Markets, prior to the consummation of a business combination, our memorandum and articles of association and the investment management trust agreement to be entered into between us and Continental Stock Transfer & Trust Company will permit the release to us from the trust account amounts necessary to purchase up to 15% of the shares sold in this offering (600,000 shares, or 690,000 shares if the underwriters’ over-allotment option is exercised in full) at any time commencing 61 days after the date of this prospectus and ending upon our announcing of our initial business combination. Purchases will be made only in open market transactions at times when we are not in possession of any material non-public information and may not be made during a restricted period under Regulation M under the Exchange Act. Due to the relatively sporadic public trading of securities of similarly structured blank check companies, it is unlikely that we would be able to make such purchases under Rule 10b-18 under the Exchange Act and still accomplish the intended goals of such purchases as described below. Therefore, we do not intend to comply with Rule 10b-18 and may make purchases outside of the requirements of Rule 10b-18 as we see fit. This could result in our liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. We may purchase any or all of the 600,000 shares (or 690,000 shares if the underwriters’ over-allotment option is exercised in full) we are entitled to purchase. It will be entirely in our discretion as to how many shares are purchased, when purchases are made and at what prices (provided the price does not exceed the per-share amount then held in the trust account). Purchasing decisions will be made based on various factors, including the then current market price of our ordinary shares and the terms of the proposed business combination. All shares purchased by us will be immediately cancelled.
These purchases, if we decide to undertake them, would provide a readily available market for a public shareholder wishing to sell his shares prior to the consummation of our initial business combination. At the same time, by agreeing to pay no more than the per-share amount then held in the trust account for such shares, the resulting per-share redemption price for all of our other public shareholders increases (or at worst, remains constant) because we may have paid less to the selling shareholder than we would have had to pay had such shareholder sought redemption or sold his shares to us in a tender offer.
The foregoing may have the effect of making it easier for us to complete our initial business combination because there may be fewer shares outstanding held by shareholders that might have had the intention of voting against any proposed business combination or seeking to sell shares back to us in a tender offer following such purchases. However, if we made such purchases, we would have less cash immediately available to us to complete a proposed business combination and therefore may be required to obtain third-party financing.
|
||
Other permitted purchases of public shares by us
or our affiliates |
In addition to the permitted purchases of public shares by us prior to the consummation of our initial business combination using amounts held in the trust account, as described above, if we are no longer an FPI and no longer subject to the FPI rules, we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, we may enter into privately negotiated transactions to purchase public shares from shareholders following consummation of our initial business combination with proceeds released to us from the trust account immediately following consummation of our initial business combination. Our initial shareholders, directors, officers or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the consummation of our initial business combination. We or our initial shareholders, directors, officers or affiliates may make such purchases, for example, to acquire shares to vote in favor of our initial business combination or to satisfy a closing condition of a business combination and thereby make it more likely that we consummate such business combination. Neither we nor our initial shareholders, directors, officers or their affiliates will make any such purchases when we or they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although we do not currently anticipate paying any premium purchase price (over the trust value) for such public shares, if such a premium were paid by us, it would not be in the best interest of the remaining shareholders who do not redeem their shares, because such shareholders may experience a reduction in book value per share compared to the value received by shareholders that have their shares purchased by us at a premium. Nevertheless, because any payment of a premium by us will be made only from proceeds released to us from the trust account following completion of a business combination, no such payments will reduce the per share amounts available in the trust account for redemption in connection with the business combination. Except for the limitations described above on use of trust proceeds released to us prior to consummating our initial business combination, there is no limit on the amount of shares that could be acquired by us or our initial shareholders, directors, officers or their affiliates, or the price we or they may pay, if we hold a shareholder vote.
|
||
Redemption rights for public shareholders upon consummation of our initial business combination
|
We will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest but net of taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per share (or approximately $10.05 per share if the underwriters’ over-allotment option is exercised in full), which is higher than the per-unit offering price of $10.00 which includes the deferred corporate finance fee. There will be no redemption rights upon the consummation of our initial business combination with respect to our warrants. Our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares they may hold in connection with the consummation of our initial business combination.
|
||
Manner of conducting redemptions
|
Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their business combinations and related redemptions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we do not anticipate conducting proxy solicitations. If we are an FPI (which exempts us from the proxy rules pursuant to the Exchange Act), we will conduct redemptions of our public shares in accordance with the tender offer rules as discussed below. If we are no longer an FPI and a shareholder vote is not required by law or the NASDAQ Capital Market, or we decide not to hold a shareholder vote for business reasons, we will also conduct the redemptions of our public shares in accordance with the tender offer rules. Pursuant to our memorandum and articles of association, in connection with such redemptions, we will:
|
||
• offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of the proposed business combination, and
|
|||
• file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
|||
In the event we conduct redemptions pursuant to the tender offer rules, our redemption offer shall remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. If we seek shareholder approval of our business combination while we are an FPI, regardless of how any such shareholder votes, our public shareholders will only be able to redeem their ordinary shares in connection with a tender offer which will be conducted pursuant to the tender offer rules.
|
|||
If, however, we are no longer an FPI and a shareholder approval of the transaction is required by law or the NASDAQ Capital Market or we decide to obtain shareholder approval for business reasons, we will:
|
|||
• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
|||
• file proxy materials with the SEC.
|
|||
Many blank check companies would not be able to consummate a business combination if the holders of the company’s public shares voted against a proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%. As a result, many blank check companies have been unable to complete business combinations because the amount of shares voted by their public shareholders electing redemption exceeded the maximum redemption threshold pursuant to which such company could proceed with our initial business combination. Since we have no redemption threshold percentage contained in our memorandum and articles of association, our structure is different in this respect from the structure that has been used by many blank check companies.
|
|||
Limitation on number of shares that may be redeemed
|
In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, the terms of the proposed business combination may require our net tangible assets to be greater than $5,000,001. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its shareholders or members of its management team, (2) cash to be transferred to the target for working capital or other general corporate purposes or (3) the allocation of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event we fail to receive any outside financing in connection with the business combination and the aggregate cash consideration we would be required to pay for all shares that are validly tendered plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not consummate the business combination and any shares tendered pursuant to the tender offer will be returned to the holders thereof following the withdrawal of the tender offer.
|
||
Limitation on redemption rights of shareholders
holding 10% or more of the shares sold in this offering if we hold a shareholder vote |
Notwithstanding the foregoing redemption rights, if we are no longer an FPI and we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 10% of the shares sold in this offering. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
|
||
By limiting our shareholders’ ability to redeem no more than 10% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to consummate our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
|
|||
However, there is no restriction on our shareholders’ ability to vote all of their shares for or against a business combination.
|
|||
Amendments to memorandum and articles
of association |
Many blank check companies have a provision in their organizational documents which prohibit the amendment of certain charter provisions. Our memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity, may be amended if approved by the affirmative vote of holders holding at least 65% (or 50% if approved in connection with our initial business combination) of our outstanding shares that have voted on such amendment and are entitled to vote, unlike other blank check companies that typically require the approval of between 90% and 100% of their public shares. Our initial shareholders, who will beneficially own 25% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. In addition, our memorandum and articles of association (excluding provisions relating to shareholders’ rights or pre-business combination activity) may be amended with the approval of directors.
|
||
Redemption rights in connection with proposed amendments to our memorandum and articles of association
|
Prior to our initial business combination, if we seek to amend any provisions of our memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote on any proposed amendments to our memorandum and articles of association. Our initial shareholders, officers and directors have agreed to waive any redemption rights with respect to any founder shares and any public shares they may hold in connection with any vote to amend our memorandum and articles of association prior to our initial business combination.
|
||
Notwithstanding our ability to amend the memorandum and articles of association as described above, our obligation to redeem the public shares upon our failure to complete an initial business combination within the allotted time may not be modified. We and our directors and officers have also agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and timing of our obligation to redeem our public shares if we are unable to consummate our initial business combination within 21 months from the closing of this offering.
|
|||
Release of funds in trust account on closing of our initial business combination
|
On the closing of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above and to pay the underwriters their deferred corporate finance fee. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses we acquire in our initial business combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.
|
||
Redemption of public shares and distribution and liquidation if no initial business combination
|
We will have only 21 months from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within 21 months from the closing of this offering, we will, as promptly as reasonably possible, but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption, and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate our initial business combination within the applicable time period.
|
||
If we do not complete our initial business combination within 21 months from the closing of this offering, we intend to enter “voluntary liquidation,” which is the statutory process for formally closing and dissolving a company under the laws of the British Virgin Islands. This will be commenced following the redemption of public shareholders from the trust account and payment of our creditors. Therefore in these circumstances, we expect the “voluntary liquidation” process will not cause any delay to the payment of redemption proceeds from our trust account to our public shareholders.
|
|||
Our initial shareholders have waived their redemption rights with respect to their founder shares if we fail to consummate an initial business combination within 21 months from the closing of this offering. However, if our initial shareholders, or any of our officers, directors or affiliates, acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period.
|
|||
The underwriters have agreed to waive their rights to their deferred corporate finance fee held in the trust account in the event we do not consummate our initial business combination within 21 months from the closing of this offering and, in such event, the deferred corporate finance fee will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
|
|||
Koji Fusa, our Chief Executive Officer and a member of our board of directors, and Andrew Williams, our Chairman of the Board, have agreed that they will be jointly and severally liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a business combination, reduce the amounts in the trust account to below $10.10 per share (or approximately $10.05 per share if the over-allotment option is exercised in full) except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account (even if such waiver is deemed to be unenforceable) and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We currently believe that Messrs. Fusa and Williams are of substantial means and capable of funding a shortfall in our trust account, even though we have not asked them to reserve for such an eventuality.
|
|||
We have not independently verified whether Messrs. Fusa or Williams have sufficient funds to satisfy the potential indemnity obligation and, therefore, it is possible that they will be unable to satisfy the obligation. However, we believe the likelihood of Messrs. Fusa or Williams having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
|
|||
Limited payments to insiders
|
There will be no reimbursements or cash (or non-cash) payments made to our initial shareholders, officers, directors, or our or their affiliates for services rendered to us prior to or in connection with the consummation of our initial business combination, other than:
|
||
• Repayment of an aggregate of $100,000 in loans and advances made to us by our management team to cover offering-related and organizational expenses, which loans are to be repaid out of the proceeds of the offering upon the closing of the offering;
|
|||
• payment of an aggregate of $7,500 per month to Collabrium Advisors LLP, affiliate of Andrew Williams, and Eureka Company Limited, an affiliate of Koji Fusa, for office space and related services; and
|
|||
• Reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, provided that no proceeds of this offering held in the trust account may be applied to the payment of such expenses prior to the consummation of our initial business combination, except to the extent paid out of the interest earned on the funds held in the trust account that may be released to us to fund working capital requirements.
|
|||
Risks
|
We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act and has certain terms and conditions that deviate from many blank check offerings. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings or to investors in many other blank check companies. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” For additional information concerning how many blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Many Blank Check Companies Not Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 18 of this prospectus.
|
||
Summary Financial Data
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
|
|||||||||
April 15, 2012
|
|||||||||
Actual
|
As Adjusted
|
||||||||
Balance Sheet Data:
|
|||||||||
Working capital (deficiency)
|
$ | (53,190 | ) | $ | 40,021,910 | ||||
Total assets
|
$ | 144,686 | $ | 40,021,910 | |||||
Total liabilities
|
$ | 122,876 | $ | -- | |||||
Value of ordinary shares that may be redeemed in connection with our initial business combination ($10.10 per share)
|
$ | — | $ | 35,021,909 | |||||
Shareholders’ equity
|
$ | 21,810 | $ | 5,000,001 | |||||
The “as adjusted” information gives effect to the sale of the units in this offering, the sale of the insider warrants, repayment of an aggregate of $100,000 in loans and advances made to us by our management team, and the payment of the estimated expenses of this offering. The “as adjusted” total assets amount includes the $39,600,000 (which is net of the deferred corporate finance fee of $800,000) held in the trust account for the benefit of our public shareholders, which amount will be available to us only upon the consummation of our initial business combination within 21 months from the closing of this offering. The “as adjusted” working capital and “as adjusted” total assets exclude $800,000 being held in the trust account ($920,000 if the underwriters’ over-allotment option is exercised in full) representing the deferred corporate finance fee.
If no business combination is consummated within 21 months from the closing of this offering, the proceeds then held in the trust account, including the deferred corporate finance fee and all interest thereon (net of taxes payable) not previously released to us, will be used to fund the redemption of our public shares. Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within such applicable time period.
|
|
•
|
restrictions on the nature of our investments; and
|
|
•
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
|
•
|
registration as an investment company;
|
|
•
|
adoption of a specific form of corporate structure; and
|
|
•
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
|
•
|
may significantly dilute the equity interest of investors in this offering;
|
|
•
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
|
|
•
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
|
|
•
|
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants.
|
·
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;
|
·
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
·
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
|
·
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.
|
|
•
|
solely dependent upon the performance of a single business, property or asset, or
|
|
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
|
•
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
|
•
|
prior offerings of those companies;
|
|
•
|
our prospects for acquiring an operating business at attractive values;
|
|
•
|
a review of debt to equity ratios in leveraged transactions;
|
|
•
|
our capital structure;
|
|
•
|
an assessment of our management and their experience in identifying operating companies;
|
|
•
|
general conditions of the securities markets at the time of this offering; and
|
|
•
|
other factors as were deemed relevant.
|
|
•
|
limited availability of market quotations for our securities;
|
|
•
|
reduced liquidity with respect to our securities;
|
|
•
|
determination that our ordinary shares are a “penny stock”, which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market;
|
|
•
|
a limited amount of news and analyst coverage for our company; and
|
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
|
•
|
The filing of our quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
|
|
•
|
Preparing our financial statements in accordance with GAAP rather than the ability to use any of GAAP, the International Accounting Standards Board (IASB IFRS) or local GAAP;
|
|
•
|
Being subject to the U.S. proxy rules;
|
|
•
|
Being subject to Regulation FD which requires issuers to make public disclosures of any “material non-public information” that has been selectively disclosed to securities industry professionals (for example, analysts) or shareholders;
|
|
•
|
Being subject to the Sarbanes-Oxley Act. Although the Sarbanes-Oxley Act generally does not distinguish between domestic U.S. issuers and FPIs, the SEC has adopted a number of significant exemptions for the benefit of FPIs in the application of its rules adopted under the Sarbanes-Oxley Act. These exemptions cover areas such as: (1) audit committee independence; and (2) black-out trading restrictions (Regulation BTR); and
|
|
•
|
Being subject to a more detailed executive compensation disclosure.
|
|
•
|
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; or
|
|
•
|
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
|
|
•
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
|
|
•
|
the U.S. judgment is final and for a liquidated sum;
|
|
•
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
|
|
•
|
in obtaining the judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
|
|
•
|
recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and
|
|
•
|
the proceedings pursuant to which the judgment was obtained were not contrary to natural justice.
|
|
•
|
our ability to complete our initial business combination;
|
|
•
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
|
•
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
|
|
•
|
our potential ability to obtain additional financing to complete our initial business combination;
|
|
•
|
our pool of prospective target businesses;
|
|
•
|
failure to maintain the listing or the delisting of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination;
|
|
•
|
the ability of our officers and directors to generate a number of potential investment opportunities;
|
|
•
|
our public securities’ potential liquidity and trading;
|
|
•
|
the lack of a market for our securities;
|
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
|
|
•
|
our financial performance following this offering.
|
Without
Over-Allotment
Option
|
Over-Allotment
Option
Exercised
|
|||||||
Gross proceeds
|
||||||||
Gross proceeds from units offered to public
|
$ | 40,000,000 | $ | 46,000,000 | ||||
Gross proceeds from insider warrants offered in the private placement
|
2,300,000 | 2,300,000 | ||||||
Total gross proceeds
|
$ | 42,300,000 | $ | 48,300,000 | ||||
Estimated Offering expenses(1)
|
||||||||
Underwriting commissions (2.5% of gross proceeds from units offered to public, excluding deferred corporate finance fee)(2)
|
$ | 1,000,000 | $ | 1,150,000 | ||||
Legal fees and expenses
|
230,000 | 230,000 | ||||||
Printing and engraving expenses
|
35,000 | 35,000 | ||||||
Accounting fees and expenses
|
40,000 | 40,000 | ||||||
NASDAQ Capital Market Listing fees
|
75,000 | 75,000 | ||||||
SEC filing fees
|
5,959 | 5,959 | ||||||
FINRA Registration fee
|
5,700 | 5,700 | ||||||
Miscellaneous
|
108,341 | 108,341 | ||||||
Total offering expenses
|
$ | 1,500,000 | $ | 1,650,000 | ||||
Proceeds after offering expenses
|
$ | 40,800,000 | $ | 46,650,000 | ||||
Not held in trust account
|
$ | 400,000 | $ | 400,000 | ||||
Held in trust account
|
$ | 40,400,000 | $ | 46,250,000 | ||||
% of public offering size
|
101.0 | % | 100.5 | % |
Amount(3)
|
Percentage
|
|||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination
|
$ | 192,500 | 33.5 | % | ||||
Legal and accounting fees related to regulatory reporting obligations
|
100,000 | 17.4 | % | |||||
Administrative Fee
|
157,500 | 27.4 | % | |||||
Director and Officer Insurance
|
100,000 | 17.4 | % | |||||
Other miscellaneous expenses
|
25,000 | 4.3 | % | |||||
Total
|
$ | 575,000 | 100.0 | % |
(1)
|
A portion of the offering expenses have been prepaid from the proceeds of an aggregate of $100,000 of loans from our management team, as described in this prospectus. The loans will be repaid without interest upon the closing of this offering out of the amount of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions.
|
(2)
|
The underwriting discount of 2.5% is payable at the closing of the offering and the deferred corporate finance fee of 2.0% is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. No discounts or commissions will be paid with respect to the purchase of the insider warrants.
|
(3)
|
These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.
|
Public offering price
|
$ | 10.00 | ||||||
Net tangible book value before this offering
|
$ | (0.03 | ) | |||||
Increase attributable to public shareholders
|
2.71 | |||||||
Pro forma net tangible book value after this offering
|
2.68 | |||||||
Dilution to new investors
|
$ | 7.32 |
Total shares (1)
|
Total consideration
|
Average
price per
share (1)
|
||||||||||||||||||
Number
|
Percentage
|
Amount
|
%
|
|||||||||||||||||
Initial Shareholder
|
1,333,333 | 25 | % | $ | 25,000 | 0.06 | % | $ | 0.02 | |||||||||||
Public Shareholders
|
4,000,000 | 75 | % | 40,000,000 | 99.94 | % | $ | 10.00 | ||||||||||||
Total
|
5,333,333 | 100 | % | $ | 40,025,000 | 100.00 | % |
(1)
|
Assumes that the underwriters’ over-allotment option has not been exercised and an aggregate of 200,000 shares have been forfeited by our initial shareholders.
|
Numerator:
|
||||
Net tangible book value before this offering
|
$ | (53,190 | ) | |
Net proceeds from this offering, the sale of insider warrants and the sale of the unit purchase option
|
40,800,100 | |||
Offering costs incurred in advance and excluded from net tangible book value before this offering
|
75,000 | |||
Less: deferred corporate finance fee
|
(800,000 | ) | ||
Less: 3,467,515 ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(35,021,909 | ) | ||
5,000,001 | ||||
Denominator:
|
||||
Ordinary shares outstanding prior to this offering
|
$ | 1,533,333 | ||
Ordinary shares forfeited if over-allotment is not exercised
|
(200,000 | ) | ||
Ordinary shares included in the units offered
|
4,000,000 | |||
Less: ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(3,467,515 | ) | ||
1,865,818 | ||||
April 15, 2012
|
||||||||
Actual
|
As Adjusted
|
|||||||
Notes and advances payable to affiliates
|
$ | 122,876 | $ | -- | ||||
3,467,515 ordinary shares, subject to redemption(1)
|
-- | 35,021,909 | ||||||
Shareholder’s equity:
|
||||||||
Preferred shares, no par value, unlimited shares authorized; none issued or outstanding
|
||||||||
Ordinary shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding; 1,865,818 (excludes 3,467,515 ordinary shares subject to redemption) shares issued and outstanding, as adjusted(2)
|
25,000 | 5,003,191 | ||||||
Deficit accumulated during the development stage
|
(3,190 | ) | (3,190 | ) | ||||
Total shareholder’s equity
|
21,810 | 5,000,001 | ||||||
Total capitalization
|
$ | 144,686 | $ | 40,021,910 |
(1)
|
In connection with our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein.
|
(2)
|
Assumes the over-allotment option has not been exercised and an aggregate of 200,000 founder shares held by our initial shareholders have been forfeited as a result thereof.
|
•
|
may significantly dilute the equity interest of investors in this offering;
|
•
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
|
•
|
could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the shares ownership or voting rights or a person seeking to obtain control of us; and
|
•
|
may adversely affect prevailing market prices for our ordinary shares and/or warrants.
|
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
|
•
|
our inability to pay dividends on our ordinary shares;
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
•
|
reconciliation of accounts;
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
•
|
evidence of internal review and approval of accounting transactions;
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
•
|
documentation of accounting policies and procedures.
|
|
•
|
experience in sourcing, acquiring, operating, financing and selling businesses;
|
|
•
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams;
|
|
•
|
significant experience as advisors on transactions;
|
|
•
|
experience in executing transactions under varying economic and financial market conditions; and
|
|
•
|
experience in operating in developing environments around the world.
|
|
•
|
Established Companies with Proven Track Records. We intend to seek to acquire established companies with sound historical financial performance. We anticipate focusing on companies with a history of strong operating and financial results and strong fundamentals. We do not currently intend to acquire start-up companies or companies with recurring negative free cash flow.
|
|
•
|
Companies with, or with the Potential for, Strong Free Cash Flow Generation. We intend to seek to acquire one or more businesses that already have generated, or have the potential to generate, strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams.
|
|
•
|
Strong Competitive Industry Position. We intend to focus on targets that have a leading, growing or niche market position in their industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. We intend to seek to acquire a business that demonstrates advantages when compared to their competitors, which may help to protect their market position and profitability.
|
|
•
|
Experienced Management Team. We intend to seek to acquire one or more businesses with a strong, experienced management team that provides a platform for us to further develop the acquired business’ management capabilities. We intend to seek to partner with a potential target’s management team and expect that the operating and financial abilities of our management team will complement their own capabilities.
|
|
•
|
Business with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth. We intend to seek to acquire one or more businesses that have achieved, or have the potential for, significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction, synergistic follow-on acquisitions and increased operating leverage.
|
|
•
|
Diversified Customer and Supplier Base. We intend to seek to acquire businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.
|
|
•
|
Benefit from Being a Public Company. We intend to seek to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.
|
|
•
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
|
|
•
|
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
Type of Transaction
|
Whether Shareholder
Approval is Required
|
|
Purchase of assets
|
No
|
|
Purchase of shares of target not involving a merger with the company
|
No
|
|
Merger of target with a subsidiary of the company
|
No
|
|
Merger of the company with a target
|
Yes
|
|
•
|
the funds in our trust account that are so used will not be available to us after the business combination;
|
|
•
|
the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the quotation, listing or trading of our securities on a national securities exchange;
|
|
•
|
because the shareholders who sell their shares in a privately negotiated transaction or pursuant to market transactions as described above may receive a per share purchase price payable from the trust account that is not reduced by a pro rata share of the deferred corporate finance fee or taxes payable, our remaining shareholders may bear the entire payment of such deferred commissions and taxes payable. That is, if we are no longer an FPI and seek shareholder approval of our initial business combination, the redemption price per share payable to public shareholders who elect to have their shares redeemed will be reduced by a larger percentage of the taxes payable than it would have been in the absence of such privately negotiated or market transactions, and shareholders who do not elect to have their shares redeemed and remain our shareholders after the business combination will bear the economic burden of the deferred commissions and taxes payable because such amounts will be payable by us; and
|
|
•
|
the payment of any premium would result in a reduction in book value per share for the remaining shareholders compared to the value received by shareholders that have their shares purchased by us at a premium.
|
|
•
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
|
|
•
|
file tender offer documents with the SEC prior to consummating our initial business combination which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period.
|
|
•
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
|
•
|
file proxy materials with the SEC.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||
Escrow of offering proceeds
|
$40,400,000 of the net offering proceeds (or $46,250,000 if the underwriters’ over-allotment option is exercised in full), which includes the $2,300,000 net proceeds from the sale of the insider warrants and a $800,000 deferred corporate finance fee (or $960,000 if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee.
|
Approximately $35,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
|
||
Investment of net proceeds
|
$40,400,000 of the net offering proceeds (or $46,250,000 if the underwriters’ over-allotment option is exercised in full), which includes the $2,300,000 net proceeds from the sale of the insider warrants and a $800,000 deferred corporate finance fee (or $960,000 if the underwriters’ over-allotment option is exercised in full) held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries.
|
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
||
Limitation on fair value or net assets of target business
|
The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account at the time of the execution of a definitive agreement for our initial business combination
|
We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||
Receipt of interest on escrowed funds
|
Interest on proceeds from the trust account to be paid to shareholders is reduced by: (i) any taxes paid or payable and then (ii) any of the interest earned in the trust account that can be used for working capital purposes.
|
Interest on funds in escrow account would be held for the sole benefit of public shareholders, unless and only after the funds held in escrow were released to us in connection with our consummation of our initial business combination.
|
||
Trading of securities issued
|
The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on the 10th business day following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our subject to our filing of a Report of Foreign Private Issuer on Form 6-K with the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing the trading date when such separate trading will commence. We will file the Form 6-K promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the over-allotment option is exercised following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
|
No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
||
Exercise of the warrants
|
The warrants cannot be exercised until the later of the completion of our initial business combination or 12 months from the date of this prospectus.
|
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
||
Election to remain an investor
|
We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the limitations described herein. We may not be required by law or the NASDAQ Capital Market to hold a shareholder vote. If we are not required either by law or the NASDAQ Capital Market, or we do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed business combination and file tender offer documents with the SEC which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we are no longer an FPI and seek shareholder approval, we will consummate our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
|
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the public shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
|
||
Terms of Our Offering |
Terms Under a Rule 419 Offering
|
|||
Business combination deadline
|
If we are unable to complete our initial business combination within 21 months from the closing of this offering, we will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up.
|
If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
||
Release of funds
|
Except for the interest income earned on the trust account balance (net of taxes payable) released to us to pay any taxes on such interest and to fund our working capital requirements, and any amounts necessary to purchase up to 15% of our public shares if we are permitted by the rules and interpretations of the Nasdaq Capital Markets, none of the funds held in the trust account will be released from the trust account until the earlier of: (i) the consummation of our initial business combination and (ii) a redemption to public shareholders prior to any voluntary winding-up in the event we do not consummate our initial business combination.
|
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business combination within the allotted time.
|
Name
|
Age
|
Position
|
||
Andrew Williams
|
59
|
Chairman of the Board
|
||
Koji Fusa
|
52
|
Chief Executive Officer and Director
|
||
Hiroshi Tamada
|
46
|
Director
|
•
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F;
|
•
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
|
•
|
discussing with management major risk assessment and risk management policies;
|
•
|
monitoring the independence of the independent auditor;
|
•
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
•
|
reviewing and approving all related-party transactions;
|
•
|
inquiring and discussing with management our compliance with applicable laws and regulations;
|
•
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
|
•
|
appointing or replacing the independent auditor;
|
•
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
|
•
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
|
Name of Affiliated Company
|
Name of Individual(s)
|
Priority/Preference relative to Collabrium Japan Acquisition Corporation
|
||
Collabrium Capital Limited
|
Andrew Williams
|
Mr. Williams will be required to present all business opportunities which are suitable for Collabrium Capital Limited to Collabrium Capital Limited prior to presenting them to us. Collabrium Capital Limited is a global emerging market asset manager.
|
||
Sandringham Capital Partners Limited
|
Koji Fusa
|
Mr. Fusa will be required to present all business opportunities which are suitable for Sandringham Capital Partners Limited to Sandringham Capital Partners Limited prior to presenting them to us. Sandringham Capital Partners Limited is an investment manager and advisory company.
|
•
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
•
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
•
|
Our initial shareholders purchased the founder shares prior to the date of this prospectus and will purchase the insider warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders have agreed to waive their right to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 21 months from the closing of this offering. However, if our initial shareholders, or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the insider warrants will be used to fund the redemption of our public shares, and the insider warrants will expire worthless.
|
•
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
|
|
•
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
|
•
|
each of our officers, directors and director nominees that beneficially owns ordinary shares; and
|
|
•
|
all our officers and directors as a group.
|
Prior to Offering
|
After Offering (2)
|
|||||||||||||||
Name and Address of Beneficial Owner (1)
|
Amount and
Nature of
Beneficial
Ownership
|
Approximate
Percentage of
Outstanding
Shares of Common Stock
|
Amount and
Nature of
Beneficial
Ownership
|
Approximate
Percentage of
Outstanding
Shares of
Common Stock
|
||||||||||||
Andrew Williams
|
200,000
|
13.0%
|
173,913
|
3.3%
|
||||||||||||
Koji Fusa
|
666,667
|
43.5%
|
579,710
|
10.9%
|
||||||||||||
Hiroshi Tamada
|
666,666
|
43.5%
|
579,710
|
10.9%
|
||||||||||||
All directors and executive officers as a group (three individuals)
|
1,533,333
|
100%
|
1,333,333
|
25.0%
|
(1)
|
Unless otherwise indicated, the business address of each of the individuals is located at c/o Collabrium Advisors LLP, 16 Old Bond Street, London W1S 4PS.
|
(2)
|
Assumes exercise of the underwriters’ over-allotment option and no resulting forfeiture of an aggregate of 200,000 founder shares owned by our initial shareholders.
|
•
|
the reported last sale price of the ordinary shares equals or exceeds $17.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders; and
|
•
|
there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of redemption.
|
•
|
if we are unable to consummate our initial business combination within 21 months from the closing of this offering, we (i) will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption and (ii) intend to cease all operations except for the purposes of winding up our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up;
|
•
|
prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;
|
•
|
although we do not intend to enter into our initial business combination with a target business that is affiliated with our initial shareholders, or other directors or officers, we are not prohibited from doing so. In the event we enter into such a transaction, we will obtain an opinion from an independent investment banking firm reasonably acceptable to The PrinceRidge Group LLC that such a business combination is fair to our shareholders from a financial point of view;
|
•
|
if a shareholder vote on our initial business combination is not required by law or the NASDAQ Capital Market and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, and will file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; and
|
•
|
we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
|
•
|
consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares;
|
•
|
sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the Companies Act;
|
•
|
cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or
|
•
|
create new classes of shares with preferences to be determined by the board of directors at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval.
|
British Virgin Islands
|
Delaware
|
Shareholder Meetings
|
|
• Held at a time and place as determined by the directors
|
• May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors
|
• May be held within or without the British Virgin Islands
|
• May be held within or without Delaware
|
• Notice:
|
• Notice:
|
• Subject to a requirement in the memorandum and articles of association to give longer notice, a copy of the notice of any meeting shall be given not fewer than seven (7) days before the date of the proposed meeting to those persons whose names appear in the register of members on the date the notice is given and are entitled to vote at the meeting
|
• Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any
|
Shareholders’ Voting Rights
|
|
• Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member. Quorum is fixed by the memorandum and articles of association, but where no such quorum is fixed, shall consist of the holder or holders present in person or by proxy entitled to exercise at least 50 percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon
|
• Any person authorized to vote may authorize another person or persons to act for him by proxy
|
• For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum
|
|
British Virgin Islands
|
Delaware
|
For non-shares companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the shareholders shall constitute a quorum
|
|
• Changes in the rights attaching to shares as set forth in the memorandum and articles of association require approval of at least such majority of the affected shareholders as specified in the memorandum and articles of association
|
• Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders
|
• The memorandum and articles of association may provide for cumulative voting in the election of directors
|
• The memorandum and articles of association may provide for cumulative voting
|
• Approval of a business combination may be by a majority of shares voted at the meeting
|
• Approval of a initial business combination may be by a majority of outstanding shares if such transaction involves the merger of such entity
|
Directors
|
|
• Board must consist of at least one member
|
• Board must consist of at least one member
|
• Maximum number of directors can be changed by an amendment to the articles of association
|
• Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter
|
• Directors do not have to be independent
|
• Directors do not have to be independent
|
Fiduciary Duties
|
|
• Directors and officers owe fiduciary duties at both common law and under statute as follows:
|
• Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.
|
• Duty to act honestly and in good faith in what the directors believe to be in the best interests of the company;
|
• Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
|
• Duty to exercise powers for a proper purpose and shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association;
|
• Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the “business judgment rule.”
|
• Duty to exercise the care, diligence and skill that a responsible director would exercise in the circumstances taking into account, without limitation:
|
|
(a) the nature of the company;
|
|
(b) the nature of the decision; and
|
|
British Virgin Islands
|
Delaware
|
(c) the position of the director and the nature of the responsibilities undertaken by him.
|
|
The Companies Act provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the Company. However, in some instances a breach of this obligation can be forgiven.
|
|
• Pursuant to Section 125(4) of the Companies Act and pursuant to the company’s memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to the board
he/she may:
|
• Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
|
• vote on a matter relating to the transaction;
|
|
• attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
|
• sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.
|
|
Shareholders’ Derivative Actions
|
|
• Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British Virgin Islands court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. The British Virgin Islands court may only grant permission to bring a derivative action where the following circumstances apply:
|
• Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
|
• the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
|
|
• it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole.
|
|
When considering whether to grant leave, the British Virgin Islands court is also required to have regard to the following matters:
|
|
• whether the shareholder is acting in good faith;
|
British Virgin Islands
|
Delaware
|
• whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;
|
|
• whether the action is likely to proceed;
|
|
• the costs of the proceedings; and
|
|
• whether there is another alternative remedy available.
|
|
• In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s shares thereafter devolved upon such shareholder by operation of law.
|
|
• Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.
|
|
• Such action shall not be dismissed or compromised without the approval of the Chancery Court.
|
|
• If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be able to bring a derivative action against us after the ordinary shares have been canceled.
|
•
|
vote on a matter relating to the transaction;
|
•
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
•
|
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.
|
•
|
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
|
•
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole.
|
•
|
whether the shareholder is acting in good faith;
|
•
|
whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;
|
•
|
whether the action is likely to proceed;
|
•
|
the costs of the proceedings; and
|
•
|
whether there is another alternative remedy available.
|
•
|
a company is acting or proposing to act illegally or beyond the scope of its authority;
|
•
|
the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained;
|
•
|
the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
•
|
1% of the total number of ordinary shares then outstanding, which will equal 53,333 shares immediately after this offering (or 61,333 if the underwriters exercise their over-allotment option); or
|
•
|
the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 6-K reports; and
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
·
|
an individual citizen or resident of the United States;
|
·
|
a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;
|
·
|
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
|
·
|
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
·
|
financial institutions or financial services entities;
|
·
|
broker-dealers;
|
·
|
taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;
|
·
|
tax-exempt entities;
|
·
|
governments or agencies or instrumentalities thereof;
|
·
|
insurance companies;
|
·
|
regulated investment companies;
|
·
|
real estate investment trusts;
|
·
|
expatriates or former long-term residents of the United States;
|
·
|
persons that actually or constructively own 5 percent or more of our voting shares;
|
·
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
|
·
|
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
·
|
persons whose functional currency is not the U.S. dollar.
|
·
|
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and
|
·
|
any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares).
|
·
|
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares or warrants;
|
·
|
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
|
·
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
|
·
|
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.
|
·
|
fails to provide an accurate taxpayer identification number;
|
·
|
is notified by the IRS that backup withholding is required; or
|
·
|
fails to comply with applicable certification requirements.
|
|
•
|
political and economic stability;
|
|
•
|
an effective and sophisticated judicial system with a dedicated Commercial Court;
|
|
•
|
tax neutral treatment, with no tax levied against companies incorporated in the British Virgin Islands by the local tax authorities;
|
|
•
|
the absence of exchange control or currency restrictions; and
|
|
•
|
the availability of professional and support services.
|
|
•
|
commitment of the British Virgin Islands to implement best international practice and to comply with the requirements of the Organization of Economic Cooperation and Development (OECD) and the Financial Action Taskforce (FATF);
|
|
•
|
the adoption of the English law concept of corporate separateness to mitigate the risk of the assets of a shareholder being used to satisfy the liabilities of the company; and
|
|
•
|
confidentiality for shareholders.
|
|
•
|
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and
|
|
•
|
British Virgin Islands companies may not have standing to sue before the federal courts of the United States.
|
|
•
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
|
|
•
|
is final and for a liquidated sum;
|
|
•
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
|
|
•
|
in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the court;
|
|
•
|
recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and
|
|
•
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
|
Underwriters
|
Number of
Units
|
|||
The PrinceRidge Group LLC
|
||||
Total
|
4,000,000 |
|
•
|
the information presented in this prospectus and otherwise available to the underwriters;
|
|
•
|
the history of and prospects of other companies whose principal business is the acquisition of other companies;
|
|
•
|
prior offerings of those other companies;
|
|
•
|
the ability of our management and their experience in identifying operating companies;
|
|
•
|
our prospects for acquiring an operating business at attractive values;
|
|
•
|
the present state of our development and our current financial condition and capital structure;
|
|
•
|
the recent market prices of, and the demand for, publicly traded securities of generally comparable companies;
|
|
•
|
general conditions of the securities markets at the time of the offering; and
|
|
•
|
other factors as were deemed relevant.
|
|
•
|
Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities.
|
|
•
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.
|
|
•
|
Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
Fees
|
Fee per
Unit
|
Without
Exercise of the
Over-allotment
Option
|
With
Exercise of
Over-allotment
Option
|
|||||||||
Public offering price
|
$ | 10.00 | $ | 40,000,000 | $ | 46,000,000 | ||||||
Underwriting discount(1)
|
$ | 0.25 | $ | 1,000,000 | $ | 1,150,000 | ||||||
Deferred corporate finance fee(2)
|
$ | 0.20 | $ | 800,000 | $ | 920,000 | ||||||
Proceeds before expenses
|
$ | 9.55 | $ | 38,200,000 | $ | 43,930,000 |
(1)
|
Based on the underwriters’ discount equal to 2.5% of the gross proceeds from the sale of units offered to the public.
|
(2)
|
Based on the deferred corporate finance fee payable to the representative of the underwriters equal to 2.0% of the gross proceeds from the sale of the units offered to the public that will become payable from the amounts held in the trust account solely in the event we consummate our initial business combination. The deferred corporate finance fee shall be payable upon the consummation of our initial business combination for services related to the due diligence, negotiation, structuring, analyzing, marketing and closing of our initial business combination.
|
|
•
|
to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
|
|
•
|
to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
|
|
•
|
to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or
|
|
•
|
in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
|
•
|
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
|
|
•
|
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
|
|
•
|
the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
|
|
•
|
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).
|
Report of Independent Auditors
|
F-2
|
Financial Statements
|
|
Balance Sheet
|
F-3
|
Statement of Operations
|
F-4
|
Statement of Changes in Shareholder’s Equity
|
F-5
|
Statement of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7 – F-11
|
ASSETS
|
||||
Current assets – Cash and cash equivalents
|
$ | 69,686 | ||
Deferred offering costs associated with proposed public offering
|
75,000 | |||
Total assets
|
$ | 144,686 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Notes payable to shareholders
|
$ | 100,000 | ||
Advance from a shareholder
|
22,876 | |||
Total liabilities
|
122,876 | |||
COMMITMENTS
|
||||
Shareholders’ equity
|
||||
Preferred shares, no par value, unlimited shares authorized; no shares issued and outstanding
|
- | |||
Ordinary shares, no par value, unlimited shares authorized and 1,533,333 issued and outstanding shares(1)
|
25,000 | |||
Deficit accumulated during the development stage
|
(3,190 | ) | ||
Total shareholders’ equity
|
21,810 | |||
Total liabilities and shareholders’ equity
|
$ | 144,686 |
(1)
|
Includes an aggregate of 200,000 shares held by the initial shareholders that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Formation costs and operating expenses
|
$ | (3,190 | ) | |
Net loss
|
$ | (3,190 | ) | |
Weighted average shares outstanding, basic and diluted(1)
|
1,333,333 | |||
Basic and diluted net loss per share
|
$ | (0.00 | ) |
(1)
|
Excludes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Ordinary Shares(1)
|
Deficit Accumulated During the Development Stage
|
Total
Shareholders’ Equity
|
||||||||||||||
Shares | Amount | |||||||||||||||
Ordinary shares issued February 8, 2012 at approximately $0.02 per share for cash
|
3 | $ | — | $ | — | $ | — | |||||||||
Ordinary shares issued April 6, 2012 at approximately $0.02 per share for cash
|
1,533,330 | 25,000 | — | 25,000 | ||||||||||||
Net Loss
|
-- | -- | (3,190 | ) | (3,190 | ) | ||||||||||
Balance at April 15, 2012
|
1,533,333 | $ | 25,000 | $ | (3,190 | ) | $ | 21,810 |
(1)
|
Includes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Cash Flow From Operating Activities
|
||||
Net loss
|
$ | (3,190 | ) | |
Net cash used in operating activities
|
(3,190 | ) | ||
Cash Flow From Financing Activities
|
||||
Proceeds from sale of ordinary shares to initial shareholders
|
25,000 | |||
Advance from a related party
|
22,876 | |||
Proceeds from notes payable to shareholders
|
25,000 | |||
Net cash provided by financing activities
|
72,876 | |||
Net increase in cash
|
69,686 | |||
Cash and cash equivalents, beginning of period
|
- | |||
Cash and cash equivalents, ending of period
|
$ | 69,686 | ||
Non cash financing activity
|
||||
Payment of deferred offering cost made by shareholder included in note payable
|
$ | 75,000 | ||
Page
|
|
Summary
|
1
|
Summary Financial Data
|
17
|
Risk Factors
|
18
|
Cautionary Note Regarding Forward-Looking Statements
|
40
|
Use of Proceeds
|
41
|
Dividend Policy
|
45
|
Dilution
|
46
|
Capitalization
|
47
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
48
|
Proposed Business
|
52
|
Management
|
69
|
Principal Shareholders
|
75
|
Certain Relationships and Related Party Transactions
|
77
|
Description of Securities
|
79
|
British Virgin Islands Company Considerations
|
87
|
Securities Eligible For Future Sale
|
94
|
Taxation
|
96
|
Notes Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities
|
106
|
Underwriting
|
109
|
Legal Matters
|
116
|
Experts
|
116
|
Where You Can Find Additional Information
|
116
|
Index to Financial Statements
|
F-1
|
Exhibit No.
|
Description
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Memorandum and Articles of Association*
|
|
3.2
|
Form of Amended and Restated Memorandum and Articles of Association**
|
|
4.1
|
Specimen Unit Certificate*
|
|
4.2
|
Specimen Ordinary shares Certificate*
|
|
4.3
|
Specimen Warrant Certificate*
|
|
4.4
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
4.5
|
Form of Unit Purchase Option*
|
|
5.1
|
Form of Opinion of Ogier*
|
|
5.2
|
Form of Opinion of Graubard Miller*
|
|
10.1
|
Form of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada*
|
|
10.2
|
Form of Letter Agreement between the Registrant, the Initial Shareholder and Officers and Directors of Registrant*
|
|
10.3
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
10.4
|
Form of Registration Rights Agreement among the Registrant, the Initial Shareholder and the Initial Investors*
|
|
10.5
|
Form of Administrative Services Agreement*
|
|
10.6
|
Subscription Agreement for Insider warrants*
|
|
14
|
Form of Code of Ethics*
|
|
23.1
|
Consent of Marcum LLP
|
|
23.2
|
Consent of Ogier (included in Exhibit 5.1)*
|
|
23.3
|
Consent of Graubard Miller (included on Exhibit 5.2)*
|
|
24
|
Power of Attorney (included in signature page)
|
|
99.1
|
Audit Committee Charter*
|
COLLABRIUM JAPAN ACQUISITION CORPORATION
|
|
|
/s/ Koji Fusa
|
By: Koji Fusa
Chief Executive Officer
|
Name
|
Position
|
Date
|
||
/s/ Andrew Williams
|
Chairman of the Board
|
May 4, 2012
|
||
Andrew Williams | ||||
/s/ Koji Fusa
|
Chief Executive Officer and Director
|
May 4, 2012
|
||
Koji Fusa | (Principal Executive Officer and Principal Financial and Accounting Officer) | |||
/s/ Hiroshi Tamada
|
Director
|
May 4, 2012
|
||
Hiroshi Tamada |
By:
|
/s/ Jeffrey M. Gallant
|
Name: Jeffrey M. Gallant
Title: Partner
Date: May 4, 2012
|
Exhibit No.
|
Description
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Memorandum and Articles of Association*
|
|
3.2
|
Form of Amended and Restated Memorandum and Articles of Association**
|
|
4.1
|
Specimen Unit Certificate*
|
|
4.2
|
Specimen Ordinary shares Certificate*
|
|
4.3
|
Specimen Warrant Certificate*
|
|
4.4
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
4.5
|
Form of Unit Purchase Option*
|
|
5.1
|
Form of Opinion of Ogier*
|
|
5.2
|
Form of Opinion of Graubard Miller*
|
|
10.1
|
Form of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada*
|
|
10.2
|
Form of Letter Agreement between the Registrant, the Initial Shareholder and Officers and Directors of Registrant*
|
|
10.3
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
10.4
|
Form of Registration Rights Agreement among the Registrant, the Initial Shareholder and the Initial Investors*
|
|
10.5
|
Form of Administrative Services Agreement*
|
|
10.6
|
Subscription Agreement for Insider warrants*
|
|
14
|
Form of Code of Ethics*
|
|
23.1
|
Consent of Marcum LLP
|
|
23.2
|
Consent of Ogier (included in Exhibit 5.1)*
|
|
23.3
|
Consent of Graubard Miller (included on Exhibit 5.2)*
|
|
24
|
Power of Attorney (included in signature page)
|
|
99.1
|
Audit Committee Charter*
|
British Virgin Islands
|
6770
|
N/A
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
405 Lexington Avenue, 19th Floor
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile
|
Copies to:
Simon Schilder, Esq.
Ogier
Qwomar Complex, 4 th Floor
PO Box 3170
Road Town, Tortola
British Virgin Islands
VG11110
+1 284 494 0545
+ 1 284 494 0883 — Facsimile
|
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42 nd Street, 11 th Floor
New York, New York 10017
(212) 370-1300
(212) 370-7889 — Facsimile
|
of Each Class of Securities to be Registered
|
Amount to be
Registered(1)
|
Proposed
Maximum
Offering Price
per Unit(1)
|
Proposed
Maximum
Aggregate
Offering Price(1)
|
Amount of
Registration Fee
|
||||||||||||
Units, each consisting of one ordinary share, no par value, and one Warrant(2)
|
4,600,000 | $ | 10.00 | $ | 46,000,000 | $ | 5,271.60 | |||||||||
Ordinary Shares included as part of the Units(2)
|
4,600,000 | — | — | — | (3) | |||||||||||
Warrants included as part of the Units(2)
|
4,600,000 | — | — | — | (3) | |||||||||||
Representative’s Unit Purchase Option
|
1 | $ | 100.00 | $ | 100 | — | (3) | |||||||||
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)
|
400,000 | $ | 15.00 | $ | 6,000,000 | $ | 687.60 | |||||||||
Ordinary Shares included as part of the Representative’s Units
|
400,000 | — | — | — | (3) | |||||||||||
Warrants included as part of the Representative’s Units
|
400,000 | — | — | — | (3) | |||||||||||
Total
|
$ | 52,000,100 | $ | 5,959.20 |
(1)
|
Estimated solely for the purpose of calculating the registration fee.
|
(2)
|
Includes 600,000 units, 600,000 ordinary shares underlying such units and 600,000 warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
|
(3)
|
No fee pursuant to Rule 457(g).
|
PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, JUNE 28, 2012 |
Price to
Public
|
Underwriting Discounts
and Commissions (1)
|
Proceeds, Before
Expenses, to us
|
||||||||||
Per Unit
|
$ | 10.00 | $ | 0.45 | $ | 9.55 | ||||||
Total
|
$ | 40,000,000 | $ | 1,800,000 | $ | 38,200,000 |
Summary
|
1
|
Summary Financial Data
|
18
|
Risk Factors
|
19
|
Cautionary Note Regarding Forward Looking Statements
|
43
|
Use of Proceeds
|
44
|
Dividend Policy
|
48
|
Dilution
|
49
|
Capitalization
|
51
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
52
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Proposed Business
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56
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Management
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73
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Principal Shareholders
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79
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Certain Relationships and Related Party Transactions
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81
|
Description of Securities
|
83
|
British Virgin Islands Company Considerations
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91
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Securities Eligible for Future Sale
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99
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Taxation
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101
|
Notes Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities
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113
|
Underwriting
|
116
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Selling Restrictions
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119
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Legal Matters
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123
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Experts
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123
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Where You Can Find Additional Information
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123
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Index to Financial Statements
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F-1
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•
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references to “we,” “us” or “our company” refer to Collabrium Japan Acquisition Corporation;
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•
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references to an “FPI” or “FPI status” are references to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act;
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•
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references to “founder shares” refer to the ordinary shares held by our initial shareholders;
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•
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references to “initial business combination” or “business combination” are to our initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more target businesses;
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•
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references to “target businesses” are to one or more businesses or entities with which we seek to complete our initial business combination;
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•
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references to “initial shareholders” refer to our shareholders prior to this offering;
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•
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references to our “public shares” refer to our ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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•
|
references to “public shareholders” refer to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that our initial shareholders and each member of management shall be considered a “public shareholder” only with respect to any public shares held by them;
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•
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references to our “management” or our “management team” refer to our officers and directors;
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•
|
references to “insider warrants” are to the warrants to purchase an aggregate of 3,066,666 ordinary shares, each exercisable for one ordinary share at $11.50 per share, to be sold in a private placement at a price of $0.75 per warrant ($2,300,000 in the aggregate) that will occur simultaneously with the consummation of this offering;
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•
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references to the “Companies Act” means the BVI Business Companies Act, 2004 of the British Virgin Islands;
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•
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references to the “Exchange Act” means the Securities Exchange Act of 1934, as amended;
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•
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references to the “Securities Act” means the Securities Act of 1933, as amended;
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•
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references to the “memorandum and articles of association” refer to our memorandum and articles of association, as amended; and
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•
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the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
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•
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experience in sourcing, acquiring, operating, financing and selling businesses;
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•
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reputation for integrity and fair dealing with sellers, capital providers and target management teams;
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•
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significant experience as advisors on transactions;
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•
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experience in executing transactions under varying economic and financial market conditions; and
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•
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experience in operating in developing environments around the world.
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Securities offered
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4,000,000 units, at $10.00 per unit, each unit consisting of:
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• one ordinary share; and
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• one warrant.
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Proposed NASDAQ Capital Market symbols
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Units: “JACQU”
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Ordinary shares: “JACQ”
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Warrants: “JACQW”
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Trading commencement and separation of ordinary shares and warrants
|
The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading ten business days following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option.
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Separate trading of the ordinary shares and warrants is prohibited until we have filed a Form 6-K and issued a press release
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In no event will the ordinary shares and warrants be traded separately until we have filed a Report of Foreign Private Issuer on Form 6-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issued a press release announcing the trading date when such separate trading will commence. We will file the Form 6-K promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the underwriters’ over-allotment option is exercised following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
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Units:
|
||
Number outstanding before this offering
|
0
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|
Number outstanding after this offering
|
4,000,000
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Ordinary shares:
|
||
Number outstanding before this offering
|
1,533,3331
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Number outstanding after this offering
|
5,333,3332
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|
Warrants:
|
||
Number outstanding before this offering
|
0
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Number of insider warrants to be sold simultaneously with closing of this offering
|
3,066,666
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|
Number of warrants to be outstanding after this offering and the private placement of insider warrants
|
7,066,666
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Exercisability and exercise price
|
Each warrant offered in this offering is exercisable to purchase one ordinary share at $11.50 per share, subject to adjustment as described herein.
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Exercise period
|
The warrants will become exercisable on the later of the completion of our initial business combination and 12 months from the date of this prospectus.
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We are not registering the ordinary shares issuable upon exercise of the warrants at this time. When the warrants become exercisable, we are required to have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof available. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants has not been declared effective within 120 days following the closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.
|
||
The warrants will expire at 5:00 p.m., New York time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
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1
|
This number includes an aggregate of up to 200,000 founder shares held by our initial shareholders that are subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriters.
|
2
|
Assumes no exercise of the underwriters’ over-allotment option and the resulting forfeiture of 200,000 founder shares.
|
Redemption of warrants
|
Once the warrants become exercisable, we may redeem the outstanding warrants (excluding the insider warrants but including any outstanding warrants issued upon exercise of the unit purchase option granted to The PrinceRidge Group LLC or its designees), in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder, but if, and only if,:
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|
• the last sale price of our ordinary shares equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period ending on the third business day before we send the notice of redemption to the warrant holders; and
|
||
• there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of redemption.
|
||
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
|
||
Amendment of Warrant Terms
|
The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of a majority of the then outstanding warrants approve of such amendment. Upon consummation of this offering, our initial shareholders will own approximately 43% of the outstanding warrants (assuming they do not purchase any units in this offering). Therefore, we would need approval from the holders of only approximately 7% of public warrants to amend the terms of the warrants.
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Founder shares
|
In February and April 2012, our initial shareholders purchased an aggregate of 1,533,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share. The founder shares held by our initial shareholders include an aggregate of 200,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that our initial shareholders will own 25.0% of our issued and outstanding shares after this offering (assuming the initial shareholders do not purchase any units in this offering).
|
The founder shares are identical to the ordinary shares included in the units being sold in this offering, except that:
|
||
• they are subject to certain transfer restrictions, as described in more detail below, and
|
||
• our initial shareholders have agreed (1) to waive their redemption rights with respect to the founder shares and any public shares they hold in connection with the consummation of our initial business combination and (2) to waive their rights to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 21 months from the closing of this offering (although our initial shareholders will be entitled to receive liquidating distributions with respect to any public shares they hold if we fail to consummate our initial business combination within such time period).
|
||
If we submit our initial business combination to our shareholders for a vote, our initial shareholders, officers and directors have agreed to vote their founder shares and any public shares they purchase during or after this offering in favor of our initial business combination.
|
||
Transfer restrictions on founder shares
|
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees, as described in this prospectus) until:
|
|
• with respect to 20% of such shares, upon consummation of our initial business combination;
|
||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $12.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $13.50 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $15.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination;
|
||
• with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $17.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; and
|
||
• with respect to 100% of such shares, immediately if, following a business combination, we engage in a subsequent transaction (1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity.
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Insider warrants
|
Our initial shareholders have committed to purchase an aggregate of 3,066,666 insider warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $0.75 per warrant ($2,300,000 in the aggregate) in a private placement that will occur simultaneously with the closing of this offering. The insider warrants may be exercised for cash, or on a cashless basis, at the holder’s option, and may not be redeemed by us, in each case so long as they are held by the initial purchasers or their permitted transferees. Otherwise, the insider warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. The purchase price of the insider warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 21 months from the closing of this offering, the proceeds of the sale of the insider warrants will be used to fund the redemption of our public shares, and the insider warrants will expire worthless.
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Transfer restriction on insider warrants
|
The insider warrants (including the ordinary shares issuable upon exercise of the insider warrants) will not be transferable, assignable or salable (except to certain permitted transferees) until 30 days after the completion of our initial business combination.
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Proceeds to be held in trust account
|
$40,400,000, or $10.10 per unit of the proceeds of this offering and the proceeds of the private placement of the insider warrants ($46,250,000, or approximately $10.05 per unit, if the underwriters’ over-allotment option is exercised in full), will be placed in a segregated trust account in with Continental Stock Transfer & Trust Company acting as trustee and will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries. These proceeds include $800,000 ($920,000 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for a deferred corporate finance fee.
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Except for the interest income that may be released to us to pay any taxes and to fund our working capital requirements, and any amounts necessary to purchase up to 15% of our public shares if we are permitted to do so pursuant to the rules and interpretations of the Nasdaq Capital Markets, as discussed below, none of the funds held in the trust account will be released from the trust account until the earlier of: (1) the consummation of our initial business combination within 21 months from the closing of this offering and (2) our redemption of 100% of the outstanding public shares prior to any voluntary winding up in the event we do not consummate our initial business combination within this 21 month period, which redemption will occur as promptly as reasonably possible, but not more than ten business days thereafter.
|
||
The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which would have priority over the claims of our public shareholders.
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Anticipated expenses and funding sources
|
Unless and until we complete our initial business combination, no proceeds held in the trust account, other than as described above, will be available for our use. Based upon the current interest rate environment, we expect the proceeds placed in the trust account to generate approximately $175,000 of interest over the next 21 months; however, this estimate may not be accurate. We may pay our expenses only from:
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|
• interest earned on the funds in the trust account; and
|
||
• the net proceeds of this offering not held in the trust account, which we initially expect to be approximately $400,000.
Notwithstanding the foregoing, if necessary to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our officers, directors, initial shareholders or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination (following the payment to any public shareholders seeking to convert or sell their shares to us upon consummation of such business combination), without interest, or, at the holder’s discretion, up to $500,000 of the notes may be converted into our warrants at a price of $0.75 per warrant. These warrants would be identical to the insider warrants. The promissory notes will provide that if we do not complete a business combination, the amounts represented by such promissory notes will be forgiven.
|
||
Fair Market Value Determination
|
Pursuant to the Nasdaq Capital Markets listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial business combination (after taking into account any repurchases of shares that we may be permitted to effectuate as described elsewhere in this prospectus), although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity reasonably acceptable to The PrinceRidge Group LLC with respect to the satisfaction of such criteria.
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|
Additional conditions to consummating our initial business combination
|
We will consummate our initial business combination only if we (or any entity which is a successor to us in an initial business combination) will become the majority shareholder of the target or are not required to register as an investment company under the Investment Company Act. Even if we end up owning a majority interest in the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital shares of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. In no event will we consummate an initial business combination and allow redemptions of our public shares such that we would have less than $5,000,001 in net tangible assets.
|
Foreign Private Issuer status
|
As a new registrant with the SEC, we were required to determine our status as an FPI under Rule 3b-4(d) of the Exchange Act, as of a date within 30 days of the filing of our initial registration statement with the Commission. As an FPI, we will be required to comply with the tender offer rules in connection with our initial business combination. We are required to determine our status as an FPI on an ongoing basis and for the 2012 fiscal year, we will determine our FPI status as of the last day of our most recently completed second fiscal quarter, or June 30, 2012. On such date, if we no longer qualify as an FPI (as set forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S. domestic issuer rules as of the first day of our 2013 fiscal year following the determination date, or January 1, 2013. As a result, should we determine on June 30, 2012, that we are no longer an FPI, commencing on January 1, 2013 we will be subject to the U.S. domestic issuer rules and we will have the option of conducting redemptions like other blank check companies in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. In addition, once we fail to qualify as an FPI, we will remain so unless we meet the requirement for an FPI as of the last business day of the second fiscal quarter following the end of the fiscal year that we lost our FPI status. We may voluntarily forfeit our status as an FPI so that we can avail ourselves of the flexibility provided to U.S. domestic issuers. In determining whether to voluntarily obtain U.S. domestic issuer status, we will consider among other factors, the time required to complete a business combination pursuant to the proxy rules and tender offer rules and whether we believe we are more likely to consummate a business combination if we have the flexibility afforded to U.S. domestic issuers.
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Permitted purchases of public shares by us prior to the consummation of our initial business combination using amounts held in the trust account
|
Solely in the event we are permitted to have funds released from the trust account prior to the announcement of an initial business combination pursuant to the rules and interpretations of the NASDAQ Capital Markets, prior to the consummation of a business combination, our memorandum and articles of association and the investment management trust agreement to be entered into between us and Continental Stock Transfer & Trust Company will permit the release to us from the trust account amounts necessary to purchase up to 15% of the shares sold in this offering (600,000 shares, or 690,000 shares if the underwriters’ over-allotment option is exercised in full). Currently the NASDAQ Capital Markets rules and interpretations do not permit this to occur. Accordingly, there is no assurance that we will be permitted to purchase any shares at all. However, if permitted in the future, purchases would be made no earlier than 61 days after the date of this prospectus and ending upon our announcing of our initial business combination. Purchases will be made only in open market transactions at times when we are not in possession of any material non-public information and may not be made during a restricted period under Regulation M under the Exchange Act. Due to the relatively sporadic public trading of securities of similarly structured blank check companies, it is unlikely that we would be able to make such purchases under Rule 10b-18 under the Exchange Act and still accomplish the intended goals of such purchases as described below. Therefore, we do not intend to comply with Rule 10b-18 and may make purchases outside of the requirements of Rule 10b-18 as we see fit. This could result in our liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. We may purchase any or all of the 600,000 shares (or 690,000 shares if the underwriters’ over-allotment option is exercised in full) we are entitled to purchase. It will be entirely in our discretion as to how many shares are purchased, when purchases are made and at what prices (provided the price does not exceed the per-share amount then held in the trust account). Purchasing decisions will be made based on various factors, including the then current market price of our ordinary shares and the terms of the proposed business combination. All shares purchased by us will be immediately cancelled.
|
These purchases, if we decide to undertake them, would provide a readily available market for a public shareholder wishing to sell his shares prior to the consummation of our initial business combination. At the same time, by agreeing to pay no more than the per-share amount then held in the trust account for such shares, the resulting per-share redemption price for all of our other public shareholders increases (or at worst, remains constant) because we may have paid less to the selling shareholder than we would have had to pay had such shareholder sought redemption or sold his shares to us in a tender offer.
The foregoing may have the effect of making it easier for us to complete our initial business combination because there may be fewer shares outstanding held by shareholders that might have had the intention of voting against any proposed business combination or seeking to sell shares back to us in a tender offer following such purchases. However, if we made such purchases, we would have less cash immediately available to us to complete a proposed business combination and therefore may be required to obtain third-party financing in order to complete such proposed business combination. This could involve the issuance of equity or debt securities to complete such business combination.
|
||
Other permitted purchases of public shares by us or our affiliates
|
In addition to the permitted purchases of public shares by us prior to the consummation of our initial business combination using amounts held in the trust account, as described above, if we are no longer an FPI and no longer subject to the FPI rules, we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, we may enter into privately negotiated transactions to purchase public shares from shareholders following consummation of our initial business combination with proceeds released to us from the trust account immediately following consummation of our initial business combination. In such a situation, our initial shareholders, directors, officers or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the consummation of our initial business combination. We or our initial shareholders, directors, officers or affiliates may make such purchases, for example, to acquire shares to vote in favor of our initial business combination or to satisfy a closing condition of a business combination and thereby make it more likely that we consummate such business combination. Neither we nor our initial shareholders, directors, officers or their affiliates will make any such purchases when we or they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although we do not currently anticipate paying any premium purchase price (over the trust value) for such public shares, if such a premium were paid by us, it would not be in the best interest of the remaining shareholders who do not redeem their shares, because such shareholders may experience a reduction in book value per share compared to the value received by shareholders that have their shares purchased by us at a premium. Nevertheless, because any payment of a premium by us will be made only from proceeds released to us from the trust account following completion of a business combination, no such payments will reduce the per share amounts available in the trust account for redemption in connection with the business combination. Except for the limitations described above on use of trust proceeds released to us prior to consummating our initial business combination, there is no limit on the amount of shares that could be acquired by us or our initial shareholders, directors, officers or their affiliates, or the price we or they may pay, if we hold a shareholder vote.
|
Redemption rights for public shareholders upon consummation of our initial business combination
|
We will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest but net of taxes payable, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per share (or approximately $10.05 per share if the underwriters’ over-allotment option is exercised in full), which is higher than the per-unit offering price of $10.00 which includes the deferred corporate finance fee. There will be no redemption rights upon the consummation of our initial business combination with respect to our warrants. Our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares they may hold in connection with the consummation of our initial business combination.
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|
Manner of conducting redemptions
|
Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their business combinations and related redemptions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we do not anticipate conducting proxy solicitations. If we are an FPI (which exempts us from the proxy rules pursuant to the Exchange Act), we will conduct redemptions of our public shares in accordance with the tender offer rules as discussed below. If we are no longer an FPI and a shareholder vote is not required by law or the NASDAQ Capital Market, or we decide not to hold a shareholder vote for business reasons, we will also conduct the redemptions of our public shares in accordance with the tender offer rules. Pursuant to our memorandum and articles of association, in connection with such redemptions, we will:
|
• offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of the proposed business combination, and
|
||
• file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
||
In the event we conduct redemptions pursuant to the tender offer rules, our redemption offer shall remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. If we seek shareholder approval of our business combination while we are an FPI, regardless of how any such shareholder votes, our public shareholders will only be able to redeem their ordinary shares in connection with a tender offer which will be conducted pursuant to the tender offer rules.
|
||
If, however, we are no longer an FPI and a shareholder approval of the transaction is required by law or the NASDAQ Capital Market or we decide to obtain shareholder approval for business reasons, we will:
|
||
• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
||
• file proxy materials with the SEC.
|
||
Many blank check companies would not be able to consummate a business combination if the holders of the company’s public shares voted against a proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%. As a result, many blank check companies have been unable to complete business combinations because the amount of shares voted by their public shareholders electing redemption exceeded the maximum redemption threshold pursuant to which such company could proceed with our initial business combination. Since we have no redemption threshold percentage contained in our memorandum and articles of association, our structure is different in this respect from the structure that has been used by many blank check companies. Notwithstanding the foregoing, a target business may require that no more than a certain percentage of our public shareholders elect to have their shares redeemed so as to ensure a minimum level of funding to the target business following the business combination.
|
Limitation on number of shares that may be redeemed
|
In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, the terms of the proposed business combination may require our net tangible assets to be greater than $5,000,001. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its shareholders or members of its management team, (2) cash to be transferred to the target for working capital or other general corporate purposes or (3) the allocation of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event we fail to receive any outside financing in connection with the business combination and the aggregate cash consideration we would be required to pay for all shares that are validly tendered plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not consummate the business combination and any shares tendered pursuant to the tender offer will be returned to the holders thereof following the withdrawal of the tender offer.
|
|
Limitation on redemption rights of shareholders holding 10% or more of the shares sold in this offering if we hold a shareholder vote
|
Notwithstanding the foregoing redemption rights, if we are no longer an FPI and we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 10% of the shares sold in this offering. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
|
|
By limiting our shareholders’ ability to redeem no more than 10% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to consummate our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
|
||
However, there is no restriction on our shareholders’ ability to vote all of their shares for or against a business combination.
|
||
Amendments to memorandum and articles of association
|
Many blank check companies have a provision in their organizational documents which prohibit the amendment of certain charter provisions. Our memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity, may be amended if approved by the affirmative vote of holders holding at least 65% (or 50% if approved in connection with our initial business combination) of our outstanding shares that have voted on such amendment and are entitled to vote, unlike other blank check companies that typically require the approval of between 90% and 100% of their public shares. Our initial shareholders, who will beneficially own 25% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. In addition, our memorandum and articles of association (excluding provisions relating to shareholders’ rights or pre-business combination activity) may be unilaterally amended with the approval of directors and without shareholder consent.
|
Redemption rights in connection with proposed amendments to our memorandum and articles of association
|
Pursuant to our memorandum and articles of association, prior to our initial business combination, if we seek to amend any provisions of our memorandum and articles of association relating to shareholders’ rights or pre-business combination activity not in conjunction with the consummation of our business combination, we will provide dissenting public shareholders with the opportunity to vote on any such amendment and offer such public shareholder, via a tender offer, the to redeem their public shares in connection with any such vote. Holders will have at least 20 days to determine whether to redeem their shares. Our initial shareholders, officers and directors have agreed to waive any redemption rights with respect to any founder shares and any public shares they may hold in connection with any vote to amend our memorandum and articles of association prior to our initial business combination.
|
|
Notwithstanding our ability to amend the memorandum and articles of association as described above, our obligation to redeem the public shares upon our failure to complete an initial business combination within the allotted time may not be modified. We and our directors and officers have also agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and timing of our obligation to redeem our public shares if we are unable to consummate our initial business combination within 21 months from the closing of this offering.
|
||
Release of funds in trust account on closing of our initial business combination
|
On the closing of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above and to pay the underwriters their deferred corporate finance fee. Funds released from the trust account to us can be used to pay all or a portion of the purchase price of the business or businesses we acquire in our initial business combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.
|
|
Redemption of public shares and distribution and liquidation if no initial business combination
|
We will have only 21 months from the closing of this offering to consummate our initial business combination. We are not permitted to extend this time period unless we offer each holder the right to have his shares redeemed in connection with any such extension, as described above, and have no current intention on doing so. If we are unable to consummate our initial business combination within 21 months from the closing of this offering, we will, as promptly as reasonably possible, but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption, and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate our initial business combination within the applicable time period.
|
If we do not complete our initial business combination within 21 months from the closing of this offering, we intend to enter “voluntary liquidation,” which is the statutory process for formally closing and dissolving a company under the laws of the British Virgin Islands. This will be commenced following the redemption of public shareholders from the trust account and payment of our creditors. Therefore in these circumstances, we expect the “voluntary liquidation” process will not cause any delay to the payment of redemption proceeds from our trust account to our public shareholders.
|
||
Our initial shareholders have waived their redemption rights with respect to their founder shares if we fail to consummate an initial business combination within 21 months from the closing of this offering. However, if our initial shareholders, or any of our officers, directors or affiliates, acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period.
|
||
The underwriters have agreed to waive their rights to their deferred corporate finance fee held in the trust account in the event we do not consummate our initial business combination within 21 months from the closing of this offering and, in such event, the deferred corporate finance fee will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
|
||
Koji Fusa, our Chief Executive Officer and a member of our board of directors, and Andrew Williams, our Chairman of the Board, have agreed that they will be jointly and severally liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a business combination, reduce the amounts in the trust account to below $10.10 per share (or approximately $10.05 per share if the over-allotment option is exercised in full) except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account (even if such waiver is deemed to be unenforceable) and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.
|
||
We have not independently verified whether Messrs. Fusa or Williams have sufficient funds to satisfy the potential indemnity obligation and, therefore, it is possible that they will be unable to satisfy the obligation. However, we believe the likelihood of Messrs. Fusa or Williams having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
|
||
Limited payments to insiders
|
There will be no reimbursements or cash (or non-cash) payments made to our initial shareholders, officers, directors, or our or their affiliates for services rendered to us prior to or in connection with the consummation of our initial business combination, other than:
|
• Repayment of an aggregate of $100,000 in loans and advances made to us by our management team to cover offering-related and organizational expenses, which loans are to be repaid out of the proceeds of the offering upon the closing of the offering;
|
||
• payment of an aggregate of $7,500 per month to Collabrium Advisors LLP, affiliate of Andrew Williams, and Eureka Company Limited, an affiliate of Koji Fusa, for office space and related services; and
|
||
• Reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, provided that no proceeds of this offering held in the trust account may be applied to the payment of such expenses prior to the consummation of our initial business combination, except to the extent paid out of the interest earned on the funds held in the trust account that may be released to us to fund working capital requirements.
|
||
Risks
|
We are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act and has certain terms and conditions that deviate from many blank check offerings. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings or to investors in many other blank check companies. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” For additional information concerning how many blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Many Blank Check Companies Not Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” beginning on page 18 of this prospectus.
|
|
April 15, 2012
|
||||||||
Actual
|
As Adjusted
|
|||||||
Balance Sheet Data:
|
||||||||
Working capital (deficiency)
|
$ | (53,190 | ) | $ | 40,021,910 | |||
Total assets
|
$ | 144,686 | $ | 40,021,910 | ||||
Total liabilities
|
$ | 122,876 | $ | -- | ||||
Value of ordinary shares that may be redeemed in connection with our initial business combination ($10.10 per share)
|
$ | — | $ | 35,021,909 | ||||
Shareholders’ equity
|
$ | 21,810 | $ | 5,000,001 |
|
•
|
restrictions on the nature of our investments; and
|
|
•
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
|
|
•
|
registration as an investment company;
|
|
•
|
adoption of a specific form of corporate structure; and
|
|
•
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
|
|
•
|
may significantly dilute the equity interest of investors in this offering;
|
|
•
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
|
|
•
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
|
|
•
|
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants.
|
•
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
|
•
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.
|
|
•
|
solely dependent upon the performance of a single business, property or asset, or
|
|
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
|
•
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
|
•
|
prior offerings of those companies;
|
|
•
|
our prospects for acquiring an operating business at attractive values;
|
|
•
|
a review of debt to equity ratios in leveraged transactions;
|
|
•
|
our capital structure;
|
|
•
|
an assessment of our management and their experience in identifying operating companies;
|
|
•
|
general conditions of the securities markets at the time of this offering; and
|
|
•
|
other factors as were deemed relevant.
|
|
•
|
limited availability of market quotations for our securities;
|
|
•
|
reduced liquidity with respect to our securities;
|
|
•
|
determination that our ordinary shares are a “penny stock”, which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market;
|
|
•
|
a limited amount of news and analyst coverage for our company; and
|
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
|
•
|
The filing of our quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
|
|
•
|
Preparing our financial statements in accordance with GAAP rather than the ability to use any of GAAP, the International Accounting Standards Board (IASB IFRS) or local GAAP;
|
|
•
|
Being subject to the U.S. proxy rules;
|
|
•
|
Being subject to Regulation FD which requires issuers to make public disclosures of any “material non-public information” that has been selectively disclosed to securities industry professionals (for example, analysts) or shareholders;
|
|
•
|
Being subject to the Sarbanes-Oxley Act. Although the Sarbanes-Oxley Act generally does not distinguish between domestic U.S. issuers and FPIs, the SEC has adopted a number of significant exemptions for the benefit of FPIs in the application of its rules adopted under the Sarbanes-Oxley Act. These exemptions cover areas such as: (1) audit committee independence; and (2) black-out trading restrictions (Regulation BTR); and
|
|
•
|
Being subject to a more detailed executive compensation disclosure.
|
|
•
|
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; or
|
|
•
|
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
|
|
•
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
|
|
•
|
the U.S. judgment is final and for a liquidated sum;
|
|
•
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
|
|
•
|
in obtaining the judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
|
|
•
|
recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and
|
|
•
|
the proceedings pursuant to which the judgment was obtained were not contrary to natural justice.
|
|
•
|
our ability to complete our initial business combination;
|
|
•
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
|
•
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
|
|
•
|
our potential ability to obtain additional financing to complete our initial business combination;
|
|
•
|
our pool of prospective target businesses;
|
|
•
|
failure to maintain the listing or the delisting of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination;
|
|
•
|
the ability of our officers and directors to generate a number of potential investment opportunities;
|
|
•
|
our public securities’ potential liquidity and trading;
|
|
•
|
the lack of a market for our securities;
|
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
|
|
•
|
our financial performance following this offering.
|
Without
Over-Allotment
Option
|
Over-Allotment
Option
Exercised
|
|||||||
Gross proceeds
|
||||||||
Gross proceeds from units offered to public
|
$ | 40,000,000 | $ | 46,000,000 | ||||
Gross proceeds from insider warrants offered in the private placement
|
2,300,000 | 2,300,000 | ||||||
Total gross proceeds
|
$ | 42,300,000 | $ | 48,300,000 | ||||
Estimated Offering expenses(1)
|
||||||||
Underwriting commissions (2.5% of gross proceeds from units offered to public, excluding deferred corporate finance fee)(2)
|
$ | 1,000,000 | $ | 1,150,000 | ||||
Legal fees and expenses
|
230,000 | 230,000 | ||||||
Printing and engraving expenses
|
35,000 | 35,000 | ||||||
Accounting fees and expenses
|
40,000 | 40,000 | ||||||
NASDAQ Capital Market Listing fees
|
75,000 | 75,000 | ||||||
SEC filing fees
|
5,959 | 5,959 | ||||||
FINRA Registration fee
|
5,700 | 5,700 | ||||||
Miscellaneous
|
108,341 | 108,341 | ||||||
Total offering expenses
|
$ | 1,500,000 | $ | 1,650,000 | ||||
Proceeds after offering expenses
|
$ | 40,800,000 | $ | 46,650,000 | ||||
Not held in trust account
|
$ | 400,000 | $ | 400,000 | ||||
Held in trust account
|
$ | 40,400,000 | $ | 46,250,000 | ||||
% of public offering size
|
101.0 | % | 100.5 | % |
Amount(3)
|
Percentage
|
|||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination
|
$ | 192,500 | 33.5 | % | ||||
Legal and accounting fees related to regulatory reporting obligations
|
100,000 | 17.4 | % | |||||
Administrative Fee
|
157,500 | 27.4 | % | |||||
Director and Officer Insurance
|
100,000 | 17.4 | % | |||||
Other miscellaneous expenses
|
25,000 | 4.3 | % | |||||
Total
|
$ | 575,000 | 100.0 | % |
(1)
|
A portion of the offering expenses have been prepaid from the proceeds of an aggregate of $100,000 of loans from our management team, as described in this prospectus. The loans will be repaid without interest upon the closing of this offering out of the amount of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions.
|
(2)
|
The underwriting discount of 2.5% is payable at the closing of the offering and the deferred corporate finance fee of 2.0% is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. No discounts or commissions will be paid with respect to the purchase of the insider warrants.
|
(3)
|
These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.
|
Public offering price
|
$ | 10.00 | ||||||
Net tangible book value before this offering
|
$ | (0.03 | ) | |||||
Increase attributable to public shareholders
|
2.71 | |||||||
Pro forma net tangible book value after this offering
|
2.68 | |||||||
Dilution to new investors
|
$ | 7.32 |
Total shares (1)
|
Total consideration
|
Average
price per
share (1)
|
||||||||||||||||||
Number
|
Percentage
|
Amount
|
%
|
|||||||||||||||||
Initial Shareholder
|
1,333,333 | 25 | % | $ | 25,000 | 0.06 | % | $ | 0.02 | |||||||||||
Public Shareholders
|
4,000,000 | 75 | % | 40,000,000 | 99.94 | % | $ | 10.00 | ||||||||||||
Total
|
5,333,333 | 100 | % | $ | 40,025,000 | 100.00 | % |
(1)
|
Assumes that the underwriters’ over-allotment option has not been exercised and an aggregate of 200,000 shares have been forfeited by our initial shareholders.
|
Numerator:
|
||||
Net tangible book value before this offering
|
$ | (53,190 | ) | |
Net proceeds from this offering, the sale of insider warrants and the sale of the unit purchase option
|
40,800,100 | |||
Offering costs incurred in advance and excluded from net tangible book value before this offering
|
75,000 | |||
Less: deferred corporate finance fee
|
(800,000 | ) | ||
Less: 3,467,515 ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(35,021,909 | ) | ||
5,000,001 | ||||
Denominator:
|
||||
Ordinary shares outstanding prior to this offering
|
$ | 1,533,333 | ||
Ordinary shares forfeited if over-allotment is not exercised
|
(200,000 | ) | ||
Ordinary shares included in the units offered
|
4,000,000 | |||
Less: ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(3,467,515 | ) | ||
1,865,818 |
April 15, 2012
|
||||||||
Actual
|
As Adjusted
|
|||||||
Notes and advances payable to affiliates
|
$ | 122,876 | $ | -- | ||||
3,467,515 ordinary shares, subject to redemption(1)
|
-- | 35,021,909 | ||||||
Shareholder’s equity:
|
||||||||
Preferred shares, no par value, unlimited shares authorized; none issued or outstanding
|
||||||||
Ordinary shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding; 1,865,818 (excludes 3,467,515 ordinary shares subject to redemption) shares issued and outstanding, as adjusted(2)
|
25,000 | 5,003,191 | ||||||
Deficit accumulated during the development stage
|
(3,190 | ) | (3,190 | ) | ||||
Total shareholder’s equity
|
21,810 | 5,000,001 | ||||||
Total capitalization
|
$ | 144,686 | $ | 40,021,910 |
(1)
|
In connection with our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein.
|
(2)
|
Assumes the over-allotment option has not been exercised and an aggregate of 200,000 founder shares held by our initial shareholders have been forfeited as a result thereof.
|
|
•
|
may significantly dilute the equity interest of investors in this offering;
|
|
•
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;
|
|
•
|
could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the shares ownership or voting rights or a person seeking to obtain control of us; and
|
|
•
|
may adversely affect prevailing market prices for our ordinary shares and/or warrants.
|
|
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
|
•
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
|
|
•
|
our inability to pay dividends on our ordinary shares;
|
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
|
•
|
reconciliation of accounts;
|
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
|
•
|
evidence of internal review and approval of accounting transactions;
|
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
|
•
|
documentation of accounting policies and procedures.
|
|
•
|
experience in sourcing, acquiring, operating, financing and selling businesses;
|
|
•
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams;
|
|
•
|
significant experience as advisors on transactions;
|
|
•
|
experience in executing transactions under varying economic and financial market conditions; and
|
|
•
|
experience in operating in developing environments around the world.
|
|
•
|
Established Companies with Proven Track Records. We intend to seek to acquire established companies with sound historical financial performance. We anticipate focusing on companies with a history of strong operating and financial results and strong fundamentals. We do not currently intend to acquire start-up companies or companies with recurring negative free cash flow.
|
|
•
|
Companies with, or with the Potential for, Strong Free Cash Flow Generation. We intend to seek to acquire one or more businesses that already have generated, or have the potential to generate, strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams.
|
|
•
|
Strong Competitive Industry Position. We intend to focus on targets that have a leading, growing or niche market position in their industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. We intend to seek to acquire a business that demonstrates advantages when compared to their competitors, which may help to protect their market position and profitability.
|
|
•
|
Experienced Management Team. We intend to seek to acquire one or more businesses with a strong, experienced management team that provides a platform for us to further develop the acquired business’ management capabilities. We intend to seek to partner with a potential target’s management team and expect that the operating and financial abilities of our management team will complement their own capabilities.
|
|
•
|
Business with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth. We intend to seek to acquire one or more businesses that have achieved, or have the potential for, significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction, synergistic follow-on acquisitions and increased operating leverage.
|
|
•
|
Diversified Customer and Supplier Base. We intend to seek to acquire businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.
|
|
•
|
Benefit from Being a Public Company. We intend to seek to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.
|
|
•
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
|
|
•
|
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
Type of Transaction
|
Whether Shareholder
Approval is Required
|
Purchase of assets
|
No
|
Purchase of shares of target not involving a merger with the company
|
No
|
Merger of target with a subsidiary of the company
|
No
|
Merger of the company with a target
|
Yes
|
|
•
|
the funds in our trust account that are so used will not be available to us after the business combination;
|
|
•
|
the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the quotation, listing or trading of our securities on a national securities exchange;
|
|
•
|
because the shareholders who sell their shares in a privately negotiated transaction or pursuant to market transactions as described above may receive a per share purchase price payable from the trust account that is not reduced by a pro rata share of the deferred corporate finance fee or taxes payable, our remaining shareholders may bear the entire payment of such deferred commissions and taxes payable. That is, if we are no longer an FPI and seek shareholder approval of our initial business combination, the redemption price per share payable to public shareholders who elect to have their shares redeemed will be reduced by a larger percentage of the taxes payable than it would have been in the absence of such privately negotiated or market transactions, and shareholders who do not elect to have their shares redeemed and remain our shareholders after the business combination will bear the economic burden of the deferred commissions and taxes payable because such amounts will be payable by us; and
|
|
•
|
the payment of any premium would result in a reduction in book value per share for the remaining shareholders compared to the value received by shareholders that have their shares purchased by us at a premium.
|
|
•
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
|
|
•
|
file tender offer documents with the SEC prior to consummating our initial business combination which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period.
|
|
•
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
|
•
|
file proxy materials with the SEC.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||
Escrow of offering proceeds
|
$40,400,000 of the net offering proceeds (or $46,250,000 if the underwriters’ over-allotment option is exercised in full), which includes the $2,300,000 net proceeds from the sale of the insider warrants and a $800,000 deferred corporate finance fee (or $960,000 if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee.
|
Approximately $35,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
|
||
Investment of net proceeds
|
$40,400,000 of the net offering proceeds (or $46,250,000 if the underwriters’ over-allotment option is exercised in full), which includes the $2,300,000 net proceeds from the sale of the insider warrants and a $800,000 deferred corporate finance fee (or $960,000 if the underwriters’ over-allotment option is exercised in full) held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries.
|
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
||
Limitation on fair value or net assets of target business
|
The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account at the time of the execution of a definitive agreement for our initial business combination (after taking into account any repurchases of shares that we may be permitted to effectuate as described elsewhere in this prospectus).
|
We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
Receipt of interest on escrowed funds
|
Interest on proceeds from the trust account to be paid to shareholders is reduced by: (i) any taxes paid or payable and then (ii) any of the interest earned in the trust account that can be used for working capital purposes.
|
Interest on funds in escrow account would be held for the sole benefit of public shareholders, unless and only after the funds held in escrow were released to us in connection with our consummation of our initial business combination.
|
||
Trading of securities issued
|
The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on the 10th business day following the earlier to occur of the expiration of the underwriters’ over-allotment option, its exercise in full or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our subject to our filing of a Report of Foreign Private Issuer on Form 6-K with the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing the trading date when such separate trading will commence. We will file the Form 6-K promptly after the closing of this offering, which is anticipated to take place three business days from the date the units commence trading. If the over-allotment option is exercised following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
|
No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
||
Exercise of the warrants
|
The warrants cannot be exercised until the later of the completion of our initial business combination or 12 months from the date of this prospectus.
|
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
Election to remain an investor
|
We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the limitations described herein. We may not be required by law or the NASDAQ Capital Market to hold a shareholder vote. If we are not required either by law or the NASDAQ Capital Market, or we do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed business combination and file tender offer documents with the SEC which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we are no longer an FPI and seek shareholder approval, we will consummate our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
|
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the public shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
|
||
Business combination deadline
|
If we are unable to complete our initial business combination within 21 months from the closing of this offering, we will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up.
|
If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
||
Release of funds
|
Except for the interest income earned on the trust account balance (net of taxes payable) released to us to pay any taxes on such interest and to fund our working capital requirements, and any amounts necessary to purchase up to 15% of our public shares if we are permitted by the rules and interpretations of the Nasdaq Capital Markets, none of the funds held in the trust account will be released from the trust account until the earlier of: (i) the consummation of our initial business combination and (ii) a redemption to public shareholders prior to any voluntary winding-up in the event we do not consummate our initial business combination.
|
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business combination within the allotted time.
|
Name
|
Age
|
Position
|
||
Andrew Williams
|
59
|
Chairman of the Board
|
||
Koji Fusa
|
52
|
Chief Executive Officer and Director
|
||
Hiroshi Tamada
|
46
|
Director
|
|
•
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F;
|
|
•
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
|
|
•
|
discussing with management major risk assessment and risk management policies;
|
|
•
|
monitoring the independence of the independent auditor;
|
|
•
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
|
•
|
reviewing and approving all related-party transactions;
|
|
•
|
inquiring and discussing with management our compliance with applicable laws and regulations;
|
|
•
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
|
|
•
|
appointing or replacing the independent auditor;
|
|
•
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
|
|
•
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
|
Name of Affiliated Company
|
Name of Individual(s)
|
Priority/Preference relative to
Collabrium Japan Acquisition Corporation
|
||
Collabrium Capital Limited
|
Andrew Williams
|
Mr. Williams will be required to present all business opportunities which are suitable for Collabrium Capital Limited to Collabrium Capital Limited prior to presenting them to us. Collabrium Capital Limited is a global emerging market asset manager.
|
||
Sandringham Capital Partners Limited
|
Koji Fusa
|
Mr. Fusa will be required to present all business opportunities which are suitable for Sandringham Capital Partners Limited to Sandringham Capital Partners Limited prior to presenting them to us. Sandringham Capital Partners Limited is an investment manager and advisory company.
|
|
•
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
|
•
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
|
•
|
Our initial shareholders purchased the founder shares prior to the date of this prospectus and will purchase the insider warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders have agreed to waive their right to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 21 months from the closing of this offering. However, if our initial shareholders, or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the insider warrants will be used to fund the redemption of our public shares, and the insider warrants will expire worthless.
|
|
•
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
|
|
•
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
|
•
|
each of our officers, directors and director nominees that beneficially owns ordinary shares; and
|
|
•
|
all our officers and directors as a group.
|
Prior to Offering
|
After Offering (2)
|
|||||||||||||||
Name and Address of Beneficial Owner (1)
|
Amount and
Nature of
Beneficial
Ownership
|
Approximate
Percentage of
Outstanding
Shares of Common Stock
|
Amount and
Nature of
Beneficial
Ownership
|
Approximate
Percentage of
Outstanding
Shares of
Common Stock
|
||||||||||||
Andrew Williams
|
200,000(3)
|
13.0%
|
173,913(3)
|
3.3%
|
||||||||||||
Koji Fusa
|
666,667
|
43.5%
|
579,710
|
10.9%
|
||||||||||||
Hiroshi Tamada
|
666,666
|
43.5%
|
579,710
|
10.9%
|
||||||||||||
All directors and executive officers as a group (three individuals)
|
1,533,333
|
100%
|
1,333,333
|
25.0%
|
(1)
|
Unless otherwise indicated, the business address of each of the individuals is located at c/o Collabrium Advisors LLP, 16 Old Bond Street, London W1S 4PS.
|
(2)
|
Assumes exercise of the underwriters’ over-allotment option and no resulting forfeiture of an aggregate of 200,000 founder shares owned by our initial shareholders.
|
(3)
|
Represents shares held by Collabrium Capital Limited, of which Mr. Williams is Chief Executive Officer and a Director.
|
|
•
|
the reported last sale price of the ordinary shares equals or exceeds $17.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders; and
|
|
•
|
there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period and continuing each day thereafter until the date of redemption.
|
|
•
|
if we are unable to consummate our initial business combination within 21 months from the closing of this offering, we (i) will, as promptly as reasonably possible but no more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account, pro rata to our public shareholders by way of redemption and (ii) intend to cease all operations except for the purposes of winding up our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up;
|
|
•
|
prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;
|
|
•
|
although we do not intend to enter into our initial business combination with a target business that is affiliated with our initial shareholders, or other directors or officers, we are not prohibited from doing so. In the event we enter into such a transaction, we will obtain an opinion from an independent investment banking firm reasonably acceptable to The PrinceRidge Group LLC that such a business combination is fair to our shareholders from a financial point of view;
|
|
•
|
if a shareholder vote on our initial business combination is not required by law or the NASDAQ Capital Market and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, and will file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; and
|
|
•
|
we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
|
|
•
|
consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares;
|
|
•
|
sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the Companies Act;
|
|
•
|
cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or
|
|
•
|
create new classes of shares with preferences to be determined by the board of directors at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval.
|
British Virgin Islands
|
Delaware
|
|
Shareholder Meetings
|
||
• Held at a time and place as determined by the directors
|
• May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors
|
|
• May be held within or without the British Virgin Islands
|
• May be held within or without Delaware
|
|
• Notice:
|
• Notice:
|
|
• Subject to a requirement in the memorandum and articles of association to give longer notice, a copy of the notice of any meeting shall be given not fewer than seven (7) days before the date of the proposed meeting to those persons whose names appear in the register of members on the date the notice is given and are entitled to vote at the meeting
|
• Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any
|
|
Shareholders’ Voting Rights
|
||
• Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member. Quorum is fixed by the memorandum and articles of association, but where no such quorum is fixed, shall consist of the holder or holders present in person or by proxy entitled to exercise at least 50 percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon
|
• Any person authorized to vote may authorize another person or persons to act for him by proxy
|
|
• For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum
|
British Virgin Islands
|
Delaware
|
|
For non-shares companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the shareholders shall constitute a quorum
|
||
• Changes in the rights attaching to shares as set forth in the memorandum and articles of association require approval of at least such majority of the affected shareholders as specified in the memorandum and articles of association
|
• Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders
|
|
• The memorandum and articles of association may provide for cumulative voting in the election of directors
|
• The memorandum and articles of association may provide for cumulative voting
|
|
• Approval of a business combination may be by a majority of shares voted at the meeting
|
• Approval of a initial business combination may be by a majority of outstanding shares if such transaction involves the merger of such entity
|
|
Directors
|
||
• Board must consist of at least one member
|
• Board must consist of at least one member
|
|
• Maximum number of directors can be changed by an amendment to the articles of association
|
• Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter
|
|
• Directors do not have to be independent
|
• Directors do not have to be independent
|
|
Fiduciary Duties
|
||
• Directors and officers owe fiduciary duties at both common law and under statute as follows:
|
• Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.
|
|
• Duty to act honestly and in good faith in what the directors believe to be in the best interests of the company;
|
• Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
|
|
• Duty to exercise powers for a proper purpose and shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association;
|
• Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the “business judgment rule.”
|
|
• Duty to exercise the care, diligence and skill that a responsible director would exercise in the circumstances taking into account, without limitation:
|
||
(a) the nature of the company;
|
||
(b) the nature of the decision; and
|
British Virgin Islands
|
Delaware
|
|
(c) the position of the director and the nature of the responsibilities undertaken by him.
|
||
The Companies Act provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the Company. However, in some instances a breach of this obligation can be forgiven.
|
||
• Pursuant to Section 125(4) of the Companies Act and pursuant to the company’s memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to the board
he/she may:
|
• Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
|
|
• vote on a matter relating to the transaction;
|
||
• attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
||
• sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.
|
||
Shareholders’ Derivative Actions
|
||
• Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British Virgin Islands court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. The British Virgin Islands court may only grant permission to bring a derivative action where the following circumstances apply:
|
• Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
|
|
• the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
|
||
• it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole.
|
||
When considering whether to grant leave, the British Virgin Islands court is also required to have regard to the following matters:
|
||
• whether the shareholder is acting in good faith;
|
British Virgin Islands
|
Delaware
|
|
• whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;
|
||
• whether the action is likely to proceed;
|
||
• the costs of the proceedings; and
|
||
• whether there is another alternative remedy available.
|
||
• In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s shares thereafter devolved upon such shareholder by operation of law.
|
||
• Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.
|
||
• Such action shall not be dismissed or compromised without the approval of the Chancery Court.
|
||
• If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be able to bring a derivative action against us after the ordinary shares have been canceled.
|
|
•
|
vote on a matter relating to the transaction;
|
|
•
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
|
|
•
|
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.
|
|
•
|
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
|
|
•
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole.
|
|
•
|
whether the shareholder is acting in good faith;
|
|
•
|
whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;
|
|
•
|
whether the action is likely to proceed;
|
|
•
|
the costs of the proceedings; and
|
|
•
|
whether there is another alternative remedy available.
|
|
•
|
a company is acting or proposing to act illegally or beyond the scope of its authority;
|
|
•
|
the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained;
|
|
•
|
the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or
|
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
|
•
|
1% of the total number of ordinary shares then outstanding, which will equal 53,333 shares immediately after this offering (or 61,333 if the underwriters exercise their over-allotment option); or
|
|
•
|
the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 6-K reports; and
|
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
●
|
holders have no permanent establishment in Japan,
|
●
|
no Japanese holder of ordinary shares, either directly or indirectly, holds, alone or together with associated parties, an interest of 5% or more of the total issued and outstanding shares of our company; and
|
●
|
our company is treated as a non-pass-through and taxable “foreign corporation” for Japanese tax purposes.
|
•
|
an individual citizen or resident of the United States;
|
•
|
a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
|
•
|
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
•
|
financial institutions or financial services entities;
|
•
|
broker-dealers;
|
•
|
taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;
|
•
|
tax-exempt entities;
|
•
|
governments or agencies or instrumentalities thereof;
|
•
|
insurance companies;
|
•
|
regulated investment companies;
|
•
|
real estate investment trusts;
|
•
|
expatriates or former long-term residents of the United States;
|
•
|
persons that actually or constructively own 5 percent or more of our voting shares;
|
•
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
|
•
|
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
•
|
persons whose functional currency is not the U.S. dollar.
|
•
|
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and
|
•
|
any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares).
|
•
|
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares or warrants;
|
•
|
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
|
•
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
|
•
|
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.
|
•
|
fails to provide an accurate taxpayer identification number;
|
•
|
is notified by the IRS that backup withholding is required; or
|
•
|
fails to comply with applicable certification requirements.
|
•
|
political and economic stability;
|
•
|
an effective and sophisticated judicial system with a dedicated Commercial Court;
|
•
|
tax neutral treatment, with no tax levied against companies incorporated in the British Virgin Islands by the local tax authorities;
|
•
|
the absence of exchange control or currency restrictions; and
|
•
|
the availability of professional and support services.
|
•
|
commitment of the British Virgin Islands to implement best international practice and to comply with the requirements of the Organization of Economic Cooperation and Development (OECD) and the Financial Action Taskforce (FATF). The British Virgin Islands is on the OECD's “white list” of “jurisdictions that have substantially implemented the internationally agreed tax standard” by entering into at least twelve Tax Information Exchange Agreements (“TIEAs”) with other OECD member states. TIEAs are bilateral agreements that have been negotiated and signed to establish a formal regime for the exchange of information relating to civil and criminal tax matters. FATF is an inter-governmental body whose purpose is the development and promotion of policies, both at national and international levels, to combat money laundering and terrorist financing. As a member of the Caribbean Financial Action Task Force, the British Virgin Islands has implemented the “Forty Recommendations on Money Laundering” and the “Nine Special Recommendations on Terrorist Financing” established by the FATF, full details of which can be reviewed at http://www.fatf-gafi.org;
|
•
|
the adoption of the English law concept of corporate separateness to mitigate the risk of the assets of a shareholder being used to satisfy the liabilities of the company. One of the principles underpinning British Virgin Islands company law is that a shareholder has limited liability on the basis that his or her liability is limited to the price originally paid for the shares at the time of subscription for such shares and as a consequence, absent providing any guarantee or indemnity to a third party, he or she is not personally liable for any of the liabilities of the company; and
|
•
|
confidentiality for shareholders.
|
•
|
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and
|
•
|
British Virgin Islands companies may not have standing to sue before the federal courts of the United States.
|
•
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
|
•
|
is final and for a liquidated sum;
|
•
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
|
•
|
in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the court;
|
•
|
recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and
|
•
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
|
Underwriters
|
Number of
Units
|
|||
The PrinceRidge Group LLC
|
||||
Total
|
4,000,000 |
•
|
the information presented in this prospectus and otherwise available to the underwriters;
|
•
|
the history of and prospects of other companies whose principal business is the acquisition of other companies;
|
•
|
prior offerings of those other companies;
|
•
|
the ability of our management and their experience in identifying operating companies;
|
•
|
our prospects for acquiring an operating business at attractive values;
|
•
|
the present state of our development and our current financial condition and capital structure;
|
•
|
the recent market prices of, and the demand for, publicly traded securities of generally comparable companies;
|
•
|
general conditions of the securities markets at the time of the offering; and
|
•
|
other factors as were deemed relevant.
|
•
|
Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities.
|
•
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.
|
•
|
Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
Fees
|
Fee per
Unit
|
Without
Exercise of the
Over-allotment
Option
|
With
Exercise of
Over-allotment
Option
|
|||||||||
Public offering price
|
$ | 10.00 | $ | 40,000,000 | $ | 46,000,000 | ||||||
Underwriting discount(1)
|
$ | 0.25 | $ | 1,000,000 | $ | 1,150,000 | ||||||
Deferred corporate finance fee(2)
|
$ | 0.20 | $ | 800,000 | $ | 920,000 | ||||||
Proceeds before expenses
|
$ | 9.55 | $ | 38,200,000 | $ | 43,930,000 |
(1)
|
Based on the underwriters’ discount equal to 2.5% of the gross proceeds from the sale of units offered to the public.
|
(2)
|
Based on the deferred corporate finance fee payable to the representative of the underwriters equal to 2.0% of the gross proceeds from the sale of the units offered to the public that will become payable from the amounts held in the trust account solely in the event we consummate our initial business combination. The deferred corporate finance fee shall be payable upon the consummation of our initial business combination for services related to the due diligence, negotiation, structuring, analyzing, marketing and closing of our initial business combination.
|
•
|
to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
|
•
|
to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
|
•
|
to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or
|
•
|
in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.
|
•
|
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;
|
•
|
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
|
•
|
the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
|
•
|
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).
|
Report of Independent Auditors
|
F-2
|
Financial Statements
|
|
Balance Sheet
|
F-3
|
Statement of Operations
|
F-4
|
Statement of Changes in Shareholder’s Equity
|
F-5
|
Statement of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7 – F-13
|
ASSETS
|
||||
Current assets – Cash and cash equivalents
|
$ | 69,686 | ||
Deferred offering costs associated with proposed public offering
|
75,000 | |||
Total assets
|
$ | 144,686 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities
|
||||
Notes payable to shareholders
|
$ | 100,000 | ||
Advance from a shareholder
|
22,876 | |||
Total liabilities
|
122,876 | |||
COMMITMENTS
|
||||
Shareholders’ equity
|
||||
Preferred shares, no par value, unlimited shares authorized; no shares issued and outstanding
|
- | |||
Ordinary shares, no par value, unlimited shares authorized and 1,533,333 issued and outstanding shares(1)
|
25,000 | |||
Deficit accumulated during the development stage
|
(3,190 | ) | ||
Total shareholders’ equity
|
21,810 | |||
Total liabilities and shareholders’ equity
|
$ | 144,686 |
(1)
|
Includes an aggregate of 200,000 shares held by the initial shareholders that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Formation costs and operating expenses
|
$ | (3,190 | ) | |
Net loss
|
$ | (3,190 | ) | |
Weighted average shares outstanding, basic and diluted(1)
|
1,333,333 | |||
Basic and diluted net loss per share
|
$ | (0.00 | ) |
(1)
|
Excludes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Ordinary Shares(1)
|
Deficit Accumulated During the Development Stage
|
Total
Shareholders’ Equity
|
||||||||||||||
Shares |
Amount
|
|||||||||||||||
Ordinary shares issued February 8, 2012 at approximately $0.02 per share for cash
|
3 | $ | — | $ | — | $ | — | |||||||||
Ordinary shares issued April 6, 2012 at approximately $0.02 per share for cash
|
1,533,330 | 25,000 | — | 25,000 | ||||||||||||
Net Loss
|
-- | -- | (3,190 | ) | (3,190 | ) | ||||||||||
Balance at April 15, 2012
|
1,533,333 | $ | 25,000 | $ | (3,190 | ) | $ | 21,810 |
(1)
|
Includes an aggregate of 200,000 shares held by the initial shareholders subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. (Note 7)
|
Cash Flow From Operating Activities
|
||||
Net loss
|
$ | (3,190 | ) | |
Net cash used in operating activities
|
(3,190 | ) | ||
Cash Flow From Financing Activities
|
||||
Proceeds from sale of ordinary shares to initial shareholders
|
25,000 | |||
Advance from a related party
|
22,876 | |||
Proceeds from notes payable to shareholders
|
25,000 | |||
Net cash provided by financing activities
|
72,876 | |||
Net increase in cash
|
69,686 | |||
Cash and cash equivalents, beginning of period
|
- | |||
Cash and cash equivalents, ending of period
|
$ | 69,686 | ||
Non cash financing activity
|
||||
Payment of deferred offering cost made by shareholderincluded in note payable
|
$ | 75,000 |
Page
|
|
Summary
|
1
|
Summary Financial Data
|
18
|
Risk Factors
|
19
|
Cautionary Note Regarding Forward-Looking Statements
|
43
|
Use of Proceeds
|
44
|
Dividend Policy
|
48
|
Dilution
|
49
|
Capitalization
|
51
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
52
|
Proposed Business
|
56
|
Management
|
73
|
Principal Shareholders
|
79
|
Certain Relationships and Related Party Transactions
|
81
|
Description of Securities
|
83
|
British Virgin Islands Company Considerations
|
91
|
Securities Eligible For Future Sale
|
99
|
Taxation
|
101
|
Notes Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities
|
113
|
Underwriting
|
116
|
Legal Matters
|
123
|
Experts
|
123
|
Where You Can Find Additional Information
|
123
|
Index to Financial Statements
|
F-1
|
Exhibit No.
|
Description
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Memorandum and Articles of Association*
|
|
3.2
|
Form of Amended and Restated Memorandum and Articles of Association**
|
|
4.1
|
Specimen Unit Certificate*
|
|
4.2
|
Specimen Ordinary shares Certificate*
|
|
4.3
|
Specimen Warrant Certificate*
|
|
4.4
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
4.5
|
Form of Unit Purchase Option*
|
|
5.1
|
Form of Opinion of Ogier*
|
|
5.2
|
Form of Opinion of Graubard Miller*
|
|
10.1
|
Form of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada*
|
|
10.2
|
Form of Letter Agreement between the Registrant, the Initial Shareholder and Officers and Directors of Registrant*
|
|
10.3
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
10.4
|
Form of Registration Rights Agreement among the Registrant, the Initial Shareholder and the Initial Investors*
|
|
10.5
|
Form of Administrative Services Agreement*
|
|
10.6
|
Subscription Agreement for Insider warrants*
|
|
14
|
Form of Code of Ethics*
|
|
23.1
|
Consent of Marcum LLP
|
|
23.2
|
Consent of Ogier (included in Exhibit 5.1)*
|
|
23.3
|
Consent of Graubard Miller (included on Exhibit 5.2)*
|
|
24
|
Power of Attorney (included in signature page)
|
|
99.1
|
Audit Committee Charter*
|
|
99.2
|
Nominating Committee Charter*
|
|
99.3
|
Confidential Draft #1 of Registration Statement*
|
COLLABRIUM JAPAN ACQUISITION CORPORATION
|
||
|
/s/ Koji Fusa
|
|
By: Koji Fusa
|
||
Chief Executive Officer
|
Name
|
Position
|
Date
|
||
/s/ Andrew Williams
|
Chairman of the Board
|
June 28, 2012
|
||
Andrew Williams
|
||||
/s/ Koji Fusa
|
Chief Executive Officer and Director
|
June 28, 2012
|
||
Koji Fusa
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
|||
/s/ Hiroshi Tamada
|
Director
|
June 28, 2012
|
||
Hiroshi Tamada
|
By:
|
/s/ Jeffrey M. Gallant
|
|
Name: Jeffrey M. Gallant
Title: Partner
Date: June 28, 2012
|
Exhibit No.
|
Description
|
|
1.1
|
Form of Underwriting Agreement*
|
|
3.1
|
Memorandum and Articles of Association*
|
|
3.2
|
Form of Amended and Restated Memorandum and Articles of Association**
|
|
4.1
|
Specimen Unit Certificate*
|
|
4.2
|
Specimen Ordinary shares Certificate*
|
|
4.3
|
Specimen Warrant Certificate*
|
|
4.4
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
4.5
|
Form of Unit Purchase Option*
|
|
5.1
|
Form of Opinion of Ogier*
|
|
5.2
|
Form of Opinion of Graubard Miller*
|
|
10.1
|
Form of Promissory Note issued to each of Andrew Williams, Koji Fusa and Hiroshi Tamada*
|
|
10.2
|
Form of Letter Agreement between the Registrant, the Initial Shareholder and Officers and Directors of Registrant*
|
|
10.3
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
|
10.4
|
Form of Registration Rights Agreement among the Registrant, the Initial Shareholder and the Initial Investors*
|
|
10.5
|
Form of Administrative Services Agreement*
|
|
10.6
|
Subscription Agreement for Insider warrants*
|
|
14
|
Form of Code of Ethics*
|
|
23.1
|
Consent of Marcum LLP
|
|
23.2
|
Consent of Ogier (included in Exhibit 5.1)*
|
|
23.3
|
Consent of Graubard Miller (included on Exhibit 5.2)*
|
|
24
|
Power of Attorney (included in signature page)
|
|
99.1
|
Audit Committee Charter*
|
|
99.2
|
Nominating Committee Charter*
|
|
99.3
|
Confidential Draft #1 of Registration Statement*
|
|