Delaware |
6770 |
46-5723951 |
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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 The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 (212) 818-8881 Facsimile |
Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 (212) 370-7889 Facsimile |
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Large
accelerated filer o |
Accelerated filer o |
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Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Title of each Class of Security being registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
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Units, each
consisting of one share of common stock, par value $0.0001, and one Redeemable Warrant to purchase three fourths (3/4) of a share of common
stock(2)(4) |
$ | 115,000,000 | $ | 14,812 | ||||||
Common Stock
included as part of the Units(2)(4) |
| | ||||||||
Redeemable
Warrants included as part of the Units(2)(4) |
| | ||||||||
Total
|
$ | 115,000,000 | $ | 14,812 | (3) |
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
(2) |
Includes Units and shares of Common Stock and 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) |
The filing fee has previously been paid. |
(4) |
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, dividends or similar transactions. |
PRELIMINARY
PROSPECTUS |
SUBJECT TO COMPLETION, FEBRUARY 9, 2015 |
Public Offering Price |
Underwriting Discount and Commissions(1) |
Proceeds, Before Expenses, to Us |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per unit
|
$ | 10.00 | $ | 0.5325 | $ | 9.4675 | ||||||||
Total
|
$ | 100,000,000 | $ | 5,325,000 | $ | 94,675,000 |
(1) |
Includes up to $0.30 per unit, or up to $3,000,000, as a deferred underwriting fee to be placed in the trust account described below. These funds will be released only on completion of our initial business combination, as described in this prospectus. Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. |
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F-1 |
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we, us or our company refers to Harmony Merger Corp.; |
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initial stockholders refer to all of our stockholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; |
|
insider shares refer to the 3,026,250 shares of common stock held by our initial stockholders prior to this offering, including up to an aggregate of 382,500 shares subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part, after giving effect to a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock effectuated in November 2014; |
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management team or our management refer to our officers and directors; |
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private units refer to the units we are selling privately to our initial stockholders upon consummation of this offering and references to private shares refer to the shares of common stock included within the private units; |
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the term public stockholders means the holders of the shares of common stock which are being sold as part of the units in this public offering, or public shares (whether they are purchased in the public offering or in the aftermarket), including any of our initial stockholders to the extent that they purchase such shares; and |
|
the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. |
Securities
offered |
10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one redeemable warrant, each warrant to purchase
three-fourths (3/4) of a share of common stock at a price of $11.50 per full share subject to adjustment as described in this
prospectus. |
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We
structured each warrant to be exercisable for three-fourths of one share of our common stock, as compared to warrants issued by some other similar
companies which are exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination
as compared to units that each contain a warrant to purchase one whole share. We believe this will make us a more attractive merger partner for target
businesses compared to companies whose unit structure contains a warrant to purchase more than three-fourths of a share of common stock. However, no
fractional shares will be issued upon exercise of the warrants. Accordingly, unless you acquire at least four warrants, you will not be able to receive
shares upon exercise of your warrants. This unit structure may cause our units to be worth less than if they included a warrant to purchase one full
share. |
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Listing of our
securities and proposed symbols |
We
anticipate the units, and the common stock and warrants once they begin separate trading, will be listed on Nasdaq under the symbols HRMNU,
HRMN and HRMNW, respectively. |
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We
have agreed with Cantor Fitzgerald & Co. that each of the shares of common stock and warrants may trade separately 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. In no event will Cantor Fitzgerald & Co. allow separate
trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this
offering. |
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Once
the common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the
component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading common
stock and warrants. |
We
will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly after the consummation of this offering, which is
anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the
proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment
option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial
information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form
8-K, information relating to the separate trading of the common stock and warrants. |
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Common
Stock: |
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Number
outstanding before this offering |
3,026,250 shares1 |
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Number to be
outstanding after this offering and sale of private units |
13,218,750 shares2 |
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Redeemable
Warrants: |
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Number
outstanding before this offering |
0
warrants |
|||||
Number to be
outstanding after this offering and sale of private units |
10,575,000 warrants |
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Exercisability |
Each
warrant is exercisable for three-fourths of one share of common stock. Because the warrants may only be exercised for whole numbers of shares, unless
you acquire at least four warrants, you will not be able to receive shares upon exercise of your warrants. |
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Exercise
price |
$11.50 per whole share. Except as described elsewhere in this prospectus, no warrants will be exercisable for cash unless we have an effective
and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such
shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock
issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an
initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of
the warrants is not effective within 90 days following the consummation of our initial business combination, warrant holders may, until such time as
there is an effective registration statement and during any period |
1 |
This number includes an aggregate of up to 382,500 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. |
2 |
Assumes the over-allotment option has not been exercised and an aggregate of 382,500 shares of common stock held by our initial stockholders have been forfeited. |
when
we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from
registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares
of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock 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 shares of common stock for the 10 trading days ending on the day
prior to the date of exercise. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless
basis. |
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Exercise
period |
The
warrants will become exercisable on the later of 30 days after the completion of an initial business combination and 12 months from the date of this
prospectus. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination,
or earlier upon redemption. |
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Redemption |
We
may redeem the outstanding warrants (excluding the warrants underlying the private units so long as they are held by the initial purchasers or their
permitted transferees), in whole and not in part, at a price of $0.01 per warrant: |
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at any time while the warrants are exercisable, |
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upon a minimum of 30 days prior written notice of redemption, |
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if, and only if, the last sales price of our shares of common stock equals or exceeds $21.00 per share for any 20 trading
days within a 30 trading day period ending three business days before we send the notice of redemption, and |
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if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying
such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption. |
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If
the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the
scheduled redemption date. However, the price of the shares of common stock may fall below the $21.00 trigger price as well as the $11.50 warrant
exercise price after the redemption notice is issued. |
The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price
declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the
warrants. |
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If we
call the warrants for redemption as described above, we 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 shares of common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock 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 common stock for the 10 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. Whether we will exercise our option to require all holders
to exercise their warrants on a cashless basis will depend on a variety of factors including the price of our common stock at the time the
warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. |
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Amendment |
The
warrant agreement governing the warrants 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. Additionally, the warrants may be amended, by written consent or vote, of the holders of 65% of the then
outstanding warrants (including the warrants underlying the private units and any other warrants we may issue after the date of this prospectus) in
order to make any change that adversely affects the interests of the warrant holders. |
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Offering
proceeds to be held in trust |
$96,250,000 of the net proceeds of this offering (or $111,250,000 if the over-allotment option is exercised in full), plus the $5,750,000 (or
$6,050,000 if the over-allotment option is exercised in full) we will receive from the sale of the private units, for an aggregate of $102,000,000 (or
an aggregate of $117,300,000 if the over-allotment option is exercised in full), or $10.20 per unit sold to the public in this offering will be placed
in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be
signed on the date of this prospectus. The remaining $750,000 of net |
proceeds of this offering will not be held in the trust account. |
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Except as set forth below, the proceeds in the trust account will not be released until the earlier of the completion of an initial business
combination within the required time period or our entry into liquidation if we have not completed a business combination in the required time period.
Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use
for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the
negotiation of an agreement to acquire a target business. |
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Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that
we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from
the net proceeds of this offering not held in the trust account (estimated to initially be $750,000); provided, however, that in order to meet our
working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our initial
stockholders, officers and directors 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, without interest, or, at the lenders discretion, up to $500,000 of the notes may be converted
upon consummation of our business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the
holders being issued 50,000 shares of common stock and 50,000 warrants to purchase 37,500 shares if $500,000 of notes were so converted). Our initial
stockholders have approved the issuance of the units (and underlying securities) upon conversion of such notes, to the extent the holder wishes to so
convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans would not be
repaid. |
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Limited
payments to insiders |
Prior
to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers,
directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless
of the type of transaction that it is) other than: |
repayment at the closing of this offering of a $50,000 non-interest loan made by Eric S. Rosenfeld, our chairman and chief
executive officer; |
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payment of $12,500 per month to Crescendo Advisors II, LLC, an entity controlled by Mr. Rosenfeld, for office space and
related services; and |
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reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as
identifying and investigating possible business targets and business combinations. |
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There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our
audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or
their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of
Directors, with any interested director abstaining from such review and approval. |
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Stockholder
approval of initial business combination |
In
connection with any proposed initial business combination, we will seek stockholder approval of such initial business combination at a meeting called
for such purpose at which stockholders may seek to have their shares converted, regardless of whether they vote for or against the proposed business
combination, for a pro rata share of the aggregate amount then on deposit in the trust account less any taxes then due but not yet paid (such
conversion amount initially anticipated to be $10.20 per share). However, the conversion price could be reduced by claims of creditors or if we
increase the size of this offering, each as described in more detail in this prospectus. |
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We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of
the outstanding shares of common stock voted are voted in favor of the business combination. We have determined not to consummate any business
combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated
under the Securities Act. |
Our
initial stockholders have agreed (i) to vote their insider shares, private shares and any public shares purchased in or after this offering in favor of
any proposed business combination and (ii) not to convert any insider shares or private shares in connection with a stockholder vote to approve a
proposed initial business combination. As a result, we would need only 3,390,626 of the 10,000,000 public shares sold in this offering to be voted in
favor of a transaction in order to have such transaction approved (assuming the over-allotment option is not exercised). However, one of our initial
stockholders has indicated an intention to purchase 720,000 units in this offering. If it purchased such shares, we would only need 2,670,626
additional public shares to vote in favor of the transaction in order to have it approved. Additionally, Eric S. Rosenfeld, our Chief Executive
Officer, has agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1 of the Exchange Act, pursuant to which he will place
limit orders for an aggregate of up to $500,000 of our common stock as described in more detail in this prospectus. Any buyback shares purchased by Mr.
Rosenfeld pursuant to this arrangement will be voted in favor of the proposed business combination, thereby further reducing the number of public
shares needed to be voted in favor of a business combination to have it approved. Moreover, if a significant number of stockholders vote, or indicate
an intention to vote, against a proposed business combination, our officers, directors, initial stockholders or their affiliates could purchase shares
in the open market or in private transactions in order to influence the vote. There is no limit on the amount of shares that may be purchased by the
initial stockholders. Any purchases would be made in compliance with federal securities laws, including the fact that all material information will be
made public prior to such purchase, and no purchases would be made if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act,
which are rules designed to stop potential manipulation of a companys stock. |
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Conversion
rights |
In
connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right,
regardless of whether he is voting for or against such proposed business combination, to have his shares converted into a pro rata share of the trust
account upon consummation of the business combination. However, we will consummate our initial business combination only if we have net tangible assets
of at least $5,000,001 upon such consummation. As a result, we will not be able to consummate an initial business combination if the
value |
of
the shares being sought to be converted reduces our net tangible value below $5,000,001. Additionally, in connection with any proposed business
combination, a target business could impose a working capital closing condition or require us to have a minimum amount of funds available from the
trust account upon consummation of such initial business combination. As a result, this may limit the number of shares that we can have converted and
still consummate such business combination. |
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As
indicated above, our initial stockholders have agreed not to convert any insider shares or private shares for a pro rata portion of the funds in the
trust account in connection with a stockholder vote to approve a proposed initial business combination. Additionally, each initial stockholder other
than NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P. and Covalent Capital Partners Master Fund, L.P. has agreed not to convert any public shares
(including in the case of Mr. Rosenfeld, any buyback shares he purchases) they hold for a pro rata portion of the funds in the trust account in
connection with a stockholder vote to approve a proposed initial business combination. NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P. and
Covalent Capital Partners Master Fund, L.P. would be allowed to convert any public shares they purchase in this offering or in the aftermarket for a
pro rata portion of the funds in the trust account in connection with a stockholder vote to approve a proposed initial business
combination. |
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Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert
or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or
more of the shares of common stock sold in this offering. Accordingly, all shares purchased by a holder in excess of 20% of the shares sold in this
offering will not be converted for cash. We believe this restriction will prevent an individual stockholder or group from accumulating
large blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a means to force us
or our management to purchase its shares at a significant premium to the then current market price. By restricting a stockholders ability to
convert more than 20% of the shares of common stock sold in this offering, we believe we have limited the ability of a small group of stockholders to
unreasonably attempt to block a transaction which is favored by our other public stockholders. |
We
may also require public stockholders, whether they are a record holder or hold their shares in street name, to either tender their
certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent
electronically using Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at the holders option, in order to have their
shares converted. The requirement for physical or electronic delivery prior to the meeting ensures that a holders election to convert his shares
is irrevocable once the business combination is approved. There is a nominal cost associated with this tendering process and the act of certificating
the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the
broker whether or not to pass this cost on to the converting holder. |
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If
the business combination is not consummated for any reason, public stockholders will not be entitled to have their shares converted. Public
stockholders who convert their shares will continue to have the right to exercise any warrants they may hold if the business combination is
consummated. |
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Liquidation if
no business combination |
If we
are unable to complete our initial business combination within 24 months from the consummation of this offering, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining holders of common stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii)
above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
|||||
In
connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive
a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not
previously released to us to pay our taxes payable on such funds (subject in each case to our obligations under Delaware law to provide for claims of
creditors). Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire
worthless. |
We
may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors
or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such
agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only
if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from
another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the
engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign
due to independence requirements, the underwriters, who have not waived their rights to indemnification provided by us under the underwriting
agreement, or other third parties whose particular expertise or skills are believed by management to be superior to those of other consultants that
would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to
provide the waiver. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against
the trust account for monies owed them. |
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The
holders of the insider shares and private units will not participate in any redemption distribution with respect to their insider shares, private
shares or warrants underlying the private units. |
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If we
are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account,
without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.20. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of
our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than $10.20.
Although the |
anticipated redemption price could be reduced if we were to increase the size of this offering as described in more detail in this prospectus,
we have agreed with Cantor Fitzgerald & Co., as representative for the underwriters, that we will not increase the size of this offering unless (i)
the initial stockholders agree to purchase additional private units in the private placement, or (ii) the underwriters defer a larger portion of the
underwriting discount, such that at least $10.20 per share sold to the public in this offering is held in trust. |
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We
will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Eric S.
Rosenfeld, our Chairman and Chief Executive Officer, has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no
more than approximately $15,000) and has agreed not to seek repayment for such expenses. |
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Insider
Indemnification |
Eric
S. Rosenfeld has agreed that he will be 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 transaction agreement, reduces the amount of funds in the trust account to
below $10.20 per public share, 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
and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the
Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr. Rosenfeld will not be
responsible to the extent of any liability for such third party claims. Furthermore, he will not be personally liable to our public stockholders and
instead will only have liability to us. We have not independently verified whether Mr. Rosenfeld has sufficient funds to satisfy his indemnity
obligations and, therefore, Mr. Rosenfeld may not be able to satisfy those obligations. We have not asked Mr. Rosenfeld to reserve for such
eventuality. We believe the likelihood of Mr. Rosenfeld 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. Nevertheless, if we liquidate, the per-share distribution from the trust account could be less than approximately
$10.20 due to claims or potential claims of creditors. |
May 31, 2014 |
September 30, 2014 |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
Actual |
As Adjusted |
|||||||||||||
Balance
Sheet Data: |
|||||||||||||||
Working
capital (deficiency) |
$ | 2,007 | $ | (74,457 | ) | $ | 99,773,905 | (2) | |||||||
Total assets
|
97,485 | 104,705 | 102,773,905 | (3) | |||||||||||
Total
liabilities |
72,978 | 80,800 | 3,000,000 | (4) | |||||||||||
Value of
common stock subject to possible conversion |
0 | 0 | 93,999,989 | (5) | |||||||||||
Stockholders equity |
24,507 | 23,905 | 5,773,916 |
May 31, 2014 |
September 30, 2014 |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
Actual |
As Adjusted |
|||||||||||||
Income
Statement Data: |
|||||||||||||||
Revenue
|
$ | 0 | $ | 0 | $ | 0 | |||||||||
Net loss
|
(493 | ) | (1,095 | ) | (1,095 | ) | |||||||||
Basic and
diluted net loss per share |
(0.00 | ) | (0.00 | ) | (0.00 | ) |
(1) |
Includes the proceeds to be received from this offering as the offering is being made on a firm commitment basis and therefore the underwriters are obligated to purchase the units on the date of this prospectus. Also includes the $5,750,000 we will receive from the sale of the private units. |
(2) |
The as adjusted working capital is derived by adding total stockholders equity and the value of the common stock subject to possible conversion less up to $3,000,000 of deferred underwriting commissions. |
(3) |
The as adjusted total assets is derived by adding total stockholders equity and the value of common stock subject to possible conversion. |
(4) |
The as adjusted liabilities represents up to $3,000,000 of deferred underwriting commissions. |
(5) |
The as adjusted value of common stock subject to possible conversion is derived by taking 9,215,685 shares of common stock which may be converted, representing the maximum number of shares that may be converted while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a conversion price of $10.20. |
|
may significantly reduce the equity interest of investors in this offering; |
|
may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock; |
|
may cause a change in control if a substantial number of shares of common stock 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; and |
|
may adversely affect prevailing market prices for our shares of common stock. |
|
default and foreclosure on our assets if our profits 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. |
|
a limited availability of market quotations for our securities; |
|
reduced liquidity with respect to our securities; |
|
a determination that our shares of common stock are penny stock which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock; |
|
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. |
|
solely dependent upon the performance of a single business, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
|
restrictions on the nature of our investments; and |
|
restrictions on the issuance of securities. |
|
registration as an investment company; |
|
adoption of a specific form of corporate structure; and |
|
reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations. |
|
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; |
|
our capital structure; |
|
an assessment of our management and their experience in identifying operating companies; and |
|
general conditions of the securities markets at the time of the offering. |
|
rules and regulations or currency redemption or corporate withholding taxes on individuals; |
|
tariffs and trade barriers; |
|
regulations related to customs and import/export matters; |
|
longer payment cycles; |
|
inflation; |
|
economic policies and market conditions; |
|
unexpected changes in regulatory requirements; |
|
challenges in managing and staffing international operations; |
|
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
|
currency fluctuations; |
|
challenges in collecting accounts receivable; |
|
cultural and language differences; |
|
protection of intellectual property; and |
|
employment regulations. |
|
ability to complete our initial business combination; |
|
limited operating history; |
|
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
potential ability to obtain additional financing to complete a business combination; |
|
pool of prospective target businesses; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
potential change in control if we acquire one or more target businesses for shares; |
|
our public securities potential liquidity and trading; |
|
regulatory or operational risks associated with acquiring a target business; |
|
use of proceeds not held in the trust account; |
|
financial performance following this offering; or |
|
listing or delisting of our securities from Nasdaq or the ability to have our securities listed on Nasdaq following our initial business combination. |
Without Over-Allotment Option |
Over-Allotment Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds |
||||||||||
From offering
|
$ | 100,000,000 | $ | 115,000,000 | ||||||
From private
placement |
5,750,000 | 6,050,000 | ||||||||
Total gross
proceeds |
105,750,000 | 121,050,000 | ||||||||
Offering
expenses(1) |
||||||||||
Underwriting
discount (2.325% of gross proceeds from offering) |
2,325,000 | (2) | 2,325,000 | (2) | ||||||
Financial
advisor fee |
175,000 | 175,000 | ||||||||
Legal fees
and expenses |
250,000 | 250,000 | ||||||||
Nasdaq
listing fee |
75,000 | 75,000 | ||||||||
Printing and
engraving expenses |
45,000 | 45,000 | ||||||||
Accounting
fees and expenses |
40,000 | 40,000 | ||||||||
FINRA filing
fee |
18,000 | 18,000 | ||||||||
SEC
registration fee |
15,000 | 15,000 | ||||||||
Miscellaneous
expenses |
57,000 | 57,000 | ||||||||
Total
offering expenses |
3,000,000 | 3,000,000 | ||||||||
Net
proceeds |
||||||||||
Held in trust
|
102,000,000 | 117,300,000 | ||||||||
Not held in
trust |
750,000 | 750,000 | ||||||||
Total net
proceeds |
$ | 102,750,000 | $ | 118,050,000 | ||||||
Use of net
proceeds not held in trust and amounts available from interest income earned on the trust account(3)(4) |
||||||||||
Legal,
accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and
negotiation of a business combination |
$ | 200,000 | (23.5%) | |||||||
Due diligence
of prospective target businesses by officers, directors and initial stockholders |
50,000 | (5.8%) | ||||||||
Legal and
accounting fees relating to SEC reporting obligations |
100,000 | (11.8%) | ||||||||
Payment of
administrative fee to Crescendo Advisors II, LLC ($12,500 per month for up to 24 months) |
300,000 | (35.3%) | ||||||||
Corporate and
franchise taxes |
100,000 | (11.8%) | ||||||||
Working
capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, Nasdaq continued listing fees, liquidation obligations and
reserves |
100,000 | (11.8%) | ||||||||
Total
|
$ | 850,000 | (100.0%) |
(1) |
A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we received from Eric S. Rosenfeld described below. These funds will be repaid out of the proceeds of this offering available to us. |
(2) |
The underwriting discount of 2.325% is payable at the closing of the offering (excluding proceeds received from the exercise of the over-allotment option, on which we will not pay any underwriting discount). Additionally, a deferred underwriting fee of up to 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 private units. |
(3) |
The amount of proceeds not held in trust will remain constant at $750,000 even if the over-allotment is exercised. In addition, interest income earned on the amounts held in the trust account will be available to us to pay for our income and other tax obligations. We estimate the interest earned on the trust account will be approximately $100,000 over a 24-month period assuming an interest rate of approximately 0.05% per year. |
(4) |
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 new investors and private sales |
1.47 | |||||||||
Pro forma net
tangible book value after this offering |
1.44 | |||||||||
Dilution to
new investors |
$ | 8.56 | ||||||||
Percentage of
dilution to new investors |
85.6 | % |
Shares Purchased |
Total Consideration |
Average Price per Share |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number |
Percentage |
Amount |
Percentage |
||||||||||||||||||||
Initial
stockholders |
3,218,750(1) | 24.3 | % | $ | 5,775,000 | 5.5 | % | $ | 1.79 | ||||||||||||||
New investors
|
10,000,000 | 75.7 | % | 100,000,000 | 94.5 | % | $ | 10.00 | |||||||||||||||
13,218,750 | 100.0 | % | $ | 105,775,000 | 100.0 | % |
(1) |
Assumes the over-allotment option has not been exercised and an aggregate of 382,500 shares of common stock held by our initial stockholders have been forfeited as a result thereof. Includes 575,000 private shares issued simultaneously with the consummation of this offering. |
Numerator: |
||||||
Net tangible
book value before the offering |
$ | (74,457 | ) | |||
Net proceeds
from this offering and private placement of private units |
102,750,000 | |||||
Offering
costs excluded from net tangible book value before this offering |
98,362 | |||||
Less:
Deferred underwriters commission |
(3,000,000 | ) | ||||
Less:
Proceeds held in trust subject to possible conversion |
(93,999,989 | ) | ||||
$ | 5,773,916 | |||||
Denominator: |
||||||
Shares of
common stock outstanding prior to this offering |
2,643,750 | (1) | ||||
Shares of
common stock included in the units offered |
10,000,000 | |||||
Shares of
common stock to be sold in private placement |
575,000 | |||||
Less: Shares
subject to possible conversion |
(9,215,685 | ) | ||||
4,003,065 |
(1) |
Assumes the over-allotment option has not been exercised and an aggregate of 382,500 shares of common stock held by our initial stockholders have been forfeited as a result thereof. |
September 30, 2014(1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted(2) |
||||||||||
Note payable
to related party(3) |
$ | 50,000 | $ | | |||||||
Deferred
underwriting commissions |
| 3,000,000 | |||||||||
Shares of
common stock, par value $0.0001 per share, -0- and 9,215,685 shares which are subject to possible conversion |
| 93,999,989 | (5) | ||||||||
Stockholders equity: |
|||||||||||
Shares of
preferred stock, par value $0.0001 per share, 1,000,000 shares authorized; none issued or outstanding |
| | |||||||||
Shares of
common stock, par value $0.0001 per share, 16,000,000 shares authorized(6); 3,026,250 shares issued and outstanding, actual; 4,003,065
shares issued and outstanding(4) (excluding 9,215,685 shares subject to possible conversion), as adjusted |
303 | 400 | |||||||||
Additional
paid-in capital |
24,697 | 5,774,611 | |||||||||
Accumulated
deficit |
(1,095 | ) | (1,095 | ) | |||||||
Total
stockholders equity: |
$ | 23,905 | $ | 5,773,916 | |||||||
Total
capitalization |
$ | 73,905 | $ | 102,773,905 |
(1) |
September 30, 2014 balances reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock effectuated in November 2014. |
(2) |
Includes the proceeds to be received from this offering as the offering is being made on a firm commitment basis and therefore the underwriters are obligated to purchase the units on the date of this prospectus. Also includes the $5,750,000 we will receive from the sale of the private units. |
(3) |
Note payable to related party is a promissory note issued in the aggregate amount of $50,000 to Eric S. Rosenfeld. The note is non-interest bearing and is payable on the earliest to occur of (i) May 31, 2015, (ii) the consummation of this offering or (iii) the date on which we determine not to proceed with this offering. |
(4) |
Assumes the over-allotment option has not been exercised and an aggregate of 382,500 shares of common stock held by our initial stockholders have been forfeited as a result thereof. |
(5) |
Derived by taking 9,215,685 shares of common stock which may be converted, representing the maximum number of shares that may be converted while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a conversion price of approximately $10.20. |
(6) |
Our certificate of incorporation will be amended prior to the closing of this offering to authorize the issuance of up to 25,000,000 shares of common stock. |
|
may significantly reduce the equity interest of our stockholders; |
|
may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
|
will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our securities. |
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant 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 additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding. |
|
$200,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a business combination; |
|
$50,000 of expenses for the due diligence and investigation of a target business by our officers, directors and initial stockholders; |
|
$100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; |
|
$300,000 for the payment of the administrative fee to Crescendo Advisors II, LLC (of $12,500 per month for up to 24 months); |
|
$100,000 for corporate and franchise taxes; and |
|
$100,000 for general working capital that will be used for miscellaneous expenses, Nasdaq continued listing fees liquidation obligations and reserves, including director and officer liability insurance premiums. |
|
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. |
|
financial condition and results of operation; |
|
growth potential; |
|
brand recognition and potential; |
|
return on equity or invested capital; |
|
market capitalization or enterprise value; |
|
experience and skill of management and availability of additional personnel; |
|
capital requirements; |
|
competitive position; |
|
barriers to entry; |
|
stage of development of its products, processes or services; |
|
existing distribution and potential for expansion; |
|
degree of current or potential market acceptance of the products, processes or services; |
|
proprietary aspects of products and the extent of intellectual property or other protection for its products, processes, formulas or services; |
|
impact of regulation on the business; |
|
regulatory environment of the industry; |
|
costs associated with effecting the business combination; |
|
industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and |
|
macro competitive dynamics in the industry within which the company competes. |
|
subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and |
|
result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. |
|
prior to the consummation of our initial business combination, we shall seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, subject to the limitations described herein; |
|
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares of common stock voted are voted in favor of the business combination; |
|
if our initial business combination is not consummated within 24 months of the consummation of this offering, then our existence will terminate and we will distribute all amounts in the trust account and any net assets remaining outside the trust account to all of our public holders of shares of common stock; |
|
we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and |
|
prior to our initial business combination, we may not issue (i) any shares of common stock or any securities convertible into common stock, or (ii) any securities that participate in any manner in the proceeds of the trust account, or that vote as a class with the common stock sold in this offering on our initial business combination. |
|
our obligation to seek stockholder approval of a business combination may delay the completion of a transaction; |
|
our obligation to convert public shares held by our public stockholders (including NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P. and Covalent Capital Partners Master Fund, L.P. but not our other initial stockholders) may reduce the resources available to us for a business combination; |
|
Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; |
|
our outstanding warrants, and the potential future dilution they represent; |
|
our obligation to pay a deferred underwriting fee of up to 3.0% of the proceeds of this offering; |
|
our obligation to either repay or issue private units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial stockholders, officers, directors or their affiliates; |
|
our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial stockholders, officers, directors or their affiliates upon conversion of working capital loans; and |
|
the impact on the target business assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. |
Terms of the Offering |
Terms Under a Rule 419 Offering |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds |
$102,000,000 of the net offering proceeds and proceeds from the sale of the private units will be deposited into an account in the United
States maintained by Continental Stock Transfer & Trust Company, acting as trustee. |
$87,750,000 of the offering proceeds 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 |
The
$102,000,000 of the net offering proceeds and proceeds from the sale of the private units held in trust will only be invested in United States
government treasury bills, bonds or notes with a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule
2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries. |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940
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. |
||||||||
Trading of
securities issued |
The
units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to
trade separately 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 its intention not to exercise all or any remaining portion of the over-allotment option, provided we
have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this
offering. |
No
trading of the units or the underlying securities 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 completion of a business combination and, accordingly, will be exercised only after the trust account has been
terminated and distributed. |
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 the Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election to
remain an investor |
We
will give our stockholders the opportunity to vote on the business combination. We will send each stockholder a proxy statement containing information
required by the SEC. Under Delaware law and our bylaws, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly,
this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash or
to remain an investor in our company. |
A
prospectus containing information 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 the post-effective
amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has
not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow
account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited
funds in the escrow account must be returned to all investors and none of the securities will be issued. |
||||||||
Business
combination deadline |
Pursuant to our amended and restated certificate of incorporation, if we do not complete an initial business combination within 24 months from
the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation. |
If an
acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow
account would be returned to investors. |
||||||||
Interest
earned on the funds in the trust account |
There
can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The
remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our
entry into liquidation upon failure to effect a business combination within the allotted time. |
All
interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a
business combination and our liquidation upon failure to effect a business combination within the allotted time. |
||||||||
Release of
funds |
Except for interest earned on the funds held in the trust account that may be released to us to pay our income or other tax obligations, the
proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the funds
released to us would be net of the funds that would be paid to converting stockholders by Continental Stock Transfer & Trust Company, as trustee of
the trust account) and the liquidation of our trust account upon failure to effect a business combination within the allotted time. |
The
proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a
business combination within the allotted time. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Eric S.
Rosenfeld |
57 | Chairman of the Board and Chief Executive Officer |
||||||||
David D. Sgro
|
38 | Chief Operating Officer and Director |
||||||||
Thomas
Kobylarz |
37 | Chief Financial Officer |
||||||||
John P.
Schauerman |
57 | Director |
||||||||
Adam J. Semler
|
50 | Director |
||||||||
Leonard B.
Schlemm |
61 | 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 10-K; |
|
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; |
|
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 stockholders. |
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation; |
|
reviewing and approving the compensation of all of our other executive officers; |
|
reviewing our executive compensation policies and plans; |
|
implementing and administering our incentive compensation equity-based remuneration plans; |
|
assisting management in complying with our proxy statement and annual report disclosure requirements; |
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
|
if required, producing a report on executive compensation to be included in our annual proxy statement; and |
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
|
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their 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 our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
|
Our officers and directors are now, and may in the future become, affiliated with entities, including other blank check companies, engaged in business activities identical to those intended to be conducted by our company. |
|
The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. Furthermore, the initial stockholders have agreed that the private units (and underlying securities) will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares. |
|
the corporation could financially undertake the opportunity; |
|
the opportunity is within the corporations line of business; and |
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Name of Affiliated Company |
Name of Individual(s) |
Priority/Preference relative to Harmony Merger Corp. |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
CPI
Aerostructures, Inc. |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for CPI Aerostructures to CPI Aerostructures prior to presenting
them to us. CPI Aerostructures is engaged in the contract production of structural aircraft parts principally for the United States Air Force and other
branches of the U.S. armed forces. |
||||||||
Absolute
Software |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for Absolute Software to Absolute Software provides persistent
endpoint security and management for computers, laptops, tablets and smartphone devices. |
||||||||
COM DEV
International |
David D. Sgro |
Mr.
Sgro will be required to present all business opportunities which are suitable for COM DEV International to COM DEV International prior to presenting
them to us. COM DEV International is a global designer and manufacturer of space hardware. |
||||||||
Cott
Corporation |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for the Cott Corporation to the Cott Corporation prior to
presenting them to us. Cott Corporation is a private label beverage company. |
||||||||
SAExploration
Holdings Inc. |
Eric S. Rosenfeld David D. Sgro |
Each
of Messrs. Rosenfeld and Sgro will be required to present all business opportunities which are suitable for SAExploration Holdings Inc. to
SAExploration Holdings Inc. prior to presenting them to us. SAE is a holding company of various subsidiaries which collectively form a geophysical
services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast
Asia. |
||||||||
Pangaea
Logistics Solutions Ltd. |
Eric S. Rosenfeld David D. Sgro |
Each
of Messrs. Rosenfeld and Sgro will be required to present all business opportunities which are suitable for Pangaea to Pangaea prior to presenting them
to us. Pangaea is a Newport, Rhode Island-headquartered growth oriented global logistics company focused on providing seaborne drybulk transportation
services. |
Name of Affiliated Company |
Name of Individual(s) |
Priority/Preference relative to Harmony Merger Corp. | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
The Mansfield
Clubs |
Leonard B. Schlemm |
Mr.
Schlemm will be required to present all business opportunities which are suitable for The Mansfield Clubs to The Mansfield Clubs prior to presenting
them to us. The Mansfield Clubs are three high-end fitness centers in the Montreal area. |
||||||||
Myca Health
Inc. |
Leonard B. Schlemm |
Mr.
Schlemm will be required to present all business opportunities which are suitable for Myca Health Inc. to Myca Health Inc. prior to presenting them to
us. Myca Health Inc. is a medical software company focused on primary care practices across the United States. |
||||||||
The Atwater
Club |
Leonard B. Schlemm |
Mr.
Schlemm will be required to present all business opportunities which are suitable for The Atwater Club to The Atwater Club prior to presenting them to
us. The Atwater Club is a private racquet club in Montreal. |
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
|
each of our officers and directors; and |
|
all of 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 |
|||||||||||||||
Eric S.
Rosenfeld |
1,430,566 | (3) | 47.3 | % | 1,251,618 | (3)(4) | 9.5 | % | |||||||||||
David D. Sgro
|
310,956 | 10.3 | % | 259,475 | (5) | 1.9 | % | ||||||||||||
Thomas
Kobylarz |
60,335 | 2.0 | % | 50,346 | (6) | * | |||||||||||||
John P.
Schauerman |
15,000 | * | 22,500 | (7) | * | ||||||||||||||
Adam J.
Semler |
15,000 | * | 22,500 | (7) | * | ||||||||||||||
Leonard B.
Schlemm |
119,800 | 4.0 | % | 202,500 | (8) | 1.5 | % | ||||||||||||
Polar
Securities Inc.(9) |
215,000 | 7.1 | % | 285,000 | (10) | 2.2 | % | ||||||||||||
DKU 2013
LLC(11) |
215,000 | 7.1 | % | 285,000 | (10) | 2.2 | % | ||||||||||||
The K2
Principal Fund L.P.(12) |
215,000 | 7.1 | % | 285,000 | (10) | 2.2 | % | ||||||||||||
Covalent
Capital Partners Master Fund, L.P.(13) |
180,000 | 5.9 | % | 270,000 | (14) | 2.0 | % | ||||||||||||
All directors
and executive officers as a group (six individuals) |
1,951,657 | 64.5 | % | 1,808,939 | (15) | 13.7 | % |
* |
Less than 1%. |
(1) |
Unless otherwise indicated, the business address of each of the individuals is c/o Harmony Merger Corp., 777 Third Avenue, 37th Floor, New York, New York 10017 |
(2) |
Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 382,500 shares of common stock held by our initial stockholders. |
(3) |
Includes 60,000 shares held by the Rosenfeld Childrens Successor Trust, a trust established for Mr. Rosenfelds children. |
(4) |
Includes 25,871 private units to be held by Mr. Rosenfeld and 30,000 private units to be held by the Rosenfeld Childrens Successor Trust, which private units will be purchased simultaneously with the consummation of this offering, and assumes the forfeiture of an aggregate of 219,619 shares and the transfer of an aggregate of 15,200 shares to Mr. Schlemm, each as a result of the over-allotment option not being exercised. |
(5) |
Includes 2,538 private units to be held by Mr. Sgro, which private units will be purchased simultaneously with the consummation of this offering, and assumes the forfeiture of an aggregate of 54,019 shares as a result of the over-allotment option not being exercised. |
(6) |
Includes 492 private units to be held by Mr. Kobylarz, which private units will be purchased simultaneously with the consummation of this offering, and assumes the forfeiture of an aggregate of 10,481 shares as a result of the over-allotment option not being exercised. |
(7) |
Includes 7,500 private units to be held by this individual, which private units will be purchased simultaneously with the consummation of this offering. |
(8) |
Includes 67,500 private units to be held by Mr. Schlemm, which private units will be purchased simultaneously with the consummation of this offering, and assumes the receipt of an aggregate of 15,200 shares to be transferred from Mr. Rosenfeld as a result of the over-allotment option not being exercised. |
(9) |
The business address of Polar Securities Inc. is 401 Bay Street, Suite 1900 P.O. Box 19 ¦ Toronto, Ontario M5H 2Y4. Represents shares held by NPIC Limited, a fund for which Polar Securities, Inc. serves as investment manager. J. Paul Sabourin, Chairman and Chief Investment Officer of Polar Securities, has voting and dispositive power over the shares held by NPIC Limited. |
(10) |
Includes 95,000 private units to be held by this entity, which private units will be purchased simultaneously with the consummation of this offering, and assumes the forfeiture of an aggregate of 25,000 shares as a result of the over-allotment option not being exercised. |
(11) |
The business address of DKU 2013, LLC is 405 Park Avenue, 6th Floor, New York, NY 10022. Jeff Keswin has ultimate voting and dispositive power over the shares held by DKU 2013, LLC. |
(12) |
The business address of The K2 Principal Fund L.P. is 2 Bloor Street West, Suite 801, Toronto, Ontario, Canada M4W 3E2. Shawn Kimel has ultimate voting and dispositive power over the shares held by The K2 Principal Fund L.P. as he is President of K2 Genpar 2009 Inc., the General Partner of K2 Genpar L.P., the General Partner of The K2 Principal Fund L.P. |
(13) |
The business address of Covalent Capital Partners Master Fund, L.P. is 190 Elgin Avenue, Grand Cayman, Cayman Islands, KY1-9005. Robert Hockett has voting and dispositive power over the shares held by Covalent Capital Partners Master Fund, L.P. Does not include 720,000 shares underlying units that Covalent Capital Partners Master Fund, L.P. has indicated an intention to purchase in this offering. |
(14) |
Includes 90,000 private units to be held by Covalent Capital Partners Master Fund, L.P., which private units will be purchased simultaneously with the consummation of this offering. |
(15) |
Includes an aggregate of 141,401 private units to be held by our executive officers and directors, which private units will be purchased simultaneously with the consummation of this offering, and assumes the forfeiture of an aggregate of 284,119 shares as a result of the over-allotment option not being exercised. |
Name |
Number of Shares |
Relationship to Us |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
NPIC
Limited |
231,000 | Initial Stockholder |
||||||||
DKU
2013 LLC |
231,000 | Initial Stockholder |
||||||||
The K2
Principal Fund L.P. |
231,000 | Initial Stockholder |
|
at any time while the warrants are exercisable, |
|
upon not less than 30 days prior written notice of redemption to each warrant holder, |
|
if, and only if, the reported last sale price of the shares of common stock equals or exceeds $21.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and |
|
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
|
1% of the number of shares of common stock then outstanding, which will equal 132,187 shares immediately after this offering (or 151,312 if the over-allotment option is exercised in full); and |
|
the average weekly trading volume of the shares of common stock 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 8-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. |
Underwriters |
Number of Units |
|||||
---|---|---|---|---|---|---|
Cantor
Fitzgerald & Co. |
||||||
Total
|
10,000,000 |
|
receipt and acceptance of the units by the underwriters; and |
|
the underwriters right to reject orders in whole or in part. |
Per Unit |
Without Over-allotment |
With Over-allotment |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public
offering price |
$ | 10.00 | $ | 100,000,000 | $ | 115,000,000 | ||||||||
Discount(1) |
$ | 0.5325 | $ | 5,325,000 | $ | 5,775,000 | ||||||||
Proceeds
before expenses(2) |
$ | 9.4675 | $ | 94,675,000 | $ | 109,225,000 |
(1) |
The underwriting discount of 2.325% is payable at the closing of the offering (excluding proceeds received from the exercise of the over-allotment option, on which we will not pay any underwriting discount, resulting in an effective underwriting discount of approximately 2.021% if the over-allotment option is exercised in full). Additionally, pursuant to the underwriting agreement, a deferred underwriting fee of up to 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. |
(2) |
The offering expenses are estimated at $500,000. |
|
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; |
|
our capital structure; |
|
the per share amount of net proceeds being placed into the trust account; |
|
an assessment of our management and their experience in identifying operating 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 preventing or retarding a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00 and the underwriters comply with all other applicable rules. |
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus up to the amount of the over-allotment option. This is known as a covered short position. The underwriters may also create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus and the units allowed by the over-allotment option. This is known as a naked short position. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our units in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option. Determining what method to use in reducing the short position depends on how the units trade in the aftermarket following the offering. If the unit price drops following the offering, the short position is usually covered with shares purchased by the underwriters in the aftermarket. However, the underwriters may cover a short position by exercising the over-allotment option even if the unit price drops following the offering. If the unit price rises after the offering, then the over-allotment option is used to cover the short position. If the short position is more than the over-allotment option, the naked short must be covered by purchases in the aftermarket, which could be at prices above the offering price. |
|
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. |
F-2 |
||||||
F-3 |
||||||
F-4 |
||||||
F-5 |
||||||
F-6 F-11 |
F-13 |
||||||
F-14 |
||||||
F-15 |
||||||
F-16 |
||||||
F-17 |
||||||
F-18 F-23 |
ASSETS |
||||||
Current
assets Cash and cash equivalents |
$ | 6,343 | ||||
Deferred
offering costs associated with initial public offering |
98,362 | |||||
Total
assets |
$ | 104,705 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
Current
liabilities: |
||||||
Deferred
offering costs payable |
$ | 30,800 | ||||
Note payable
to stockholder |
50,000 | |||||
Total
liabilities |
$ | 80,800 | ||||
Commitments |
||||||
Stockholders equity |
||||||
Preferred
stock, $.0001 par value |
||||||
Authorized
1,000,000 shares; none issued |
$ | | ||||
Common stock,
$.0001 par value |
||||||
Authorized
16,000,000 shares, 3,026,250 issued and outstanding(1)(2) |
303 | |||||
Additional
paid-in capital |
24,697 | |||||
Accumulated
deficit |
(1,095 | ) | ||||
Total
stockholders equity |
$ | 23,905 | ||||
Total
liabilities and stockholders equity |
$ | 104,705 |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Includes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
General and
administrative costs |
$ | 1,125 | ||||
Operating
loss |
(1,125 | ) | ||||
Other
income: |
||||||
Interest
income |
30 | |||||
Net loss
|
$ | (1,095 | ) | |||
Weighted
average shares outstanding(1)(2) |
2,643,750 | |||||
Basic and
diluted net loss per share |
$ | (0.00 | ) |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Excludes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Common Stock |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares(1)(2) |
Amount |
Additional Paid-In Capital |
Accumulated deficit |
Shareholders Equity |
||||||||||||||||||
Common shares
issued to initial stockholders |
3,026,250 | $ | 303 | $ | 24,697 | $ | | $ | 25,000 | |||||||||||||
Net Loss
|
| | | (1,095 | ) | (1,095 | ) | |||||||||||||||
Balance at
September 30, 2014 |
3,026,250 | $ | 303 | $ | 24,697 | $ | (1,095 | ) | $ | 23,905 |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Includes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Cash flow
from operating activities |
||||||
Net
loss |
$ | (1,095 | ) | |||
Net cash
used in operating activities |
(1,095 | ) | ||||
Cash flows
from financing activities |
||||||
Payment of
deferred offering costs associated with initial public offering |
(67,562 | ) | ||||
Proceeds from
sale of shares of common stock to initial stockholders |
25,000 | |||||
Proceeds from
note payable, stockholder |
50,000 | |||||
Net cash
provided by financing activities |
7,438 | |||||
Net
increase in cash and cash equivalents |
6,343 | |||||
Cash and cash
equivalents at beginning of period |
| |||||
Cash and
cash equivalents at end of period |
$ | 6,343 | ||||
Non-cash
financing activity |
||||||
Accrual of
deferred offering costs |
$ | 30,800 |
ASSETS |
||||||
Current
assets Cash and cash equivalents |
$ | 74,985 | ||||
Deferred
offering costs associated with initial public offering |
22,500 | |||||
Total
assets |
$ | 97,485 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
Current
liabilities: |
||||||
Accounts
payable |
$ | 478 | ||||
Deferred
offering costs payable |
22,500 | |||||
Note payable
to stockholder |
50,000 | |||||
Total
current liabilities |
72,978 | |||||
Commitments |
||||||
Stockholders equity |
||||||
Preferred
stock, $.0001 par value; Authorized 1,000,000 shares; none issued |
| |||||
Common stock,
$.0001 par value; Authorized 16,000,000 shares, 3,026,250 shares issued and outstanding(1)(2) |
303 | |||||
Additional
paid-in capital |
24,697 | |||||
Accumulated
deficit |
(493 | ) | ||||
Total
stockholders equity |
24,507 | |||||
Total
liabilities and stockholders equity |
$ | 97,485 |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Includes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Formation and
operational costs |
$ | 493 | ||||
Net
loss |
$ | (493 | ) | |||
Weighted
average shares outstanding(1)(2) |
2,643,750 | |||||
Basic and
diluted net loss per share |
$ | (0.00 | ) |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Excludes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Common Stock |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares(1)(2) |
Amount |
Additional Paid-In Capital |
Accumulated deficit |
Shareholders Equity |
||||||||||||||||||
Common shares
issued to initial stockholders |
3,026,250 | $ | 303 | $ | 24,697 | $ | | $ | 25,000 | |||||||||||||
Net Loss
|
| | | (493 | ) | (493 | ) | |||||||||||||||
Balance at
May 31, 2014 |
3,026,250 | $ | 303 | $ | 24,697 | $ | (493 | ) | $ | 24,507 |
(1) |
Share amounts have been retroactively restated to reflect the effect of a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock on November 7, 2014. |
(2) |
Includes an aggregate of 382,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
Cash flow
from operating activities |
||||||
Net loss
|
$ | (493 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||
Change in
operating assets and liabilities: |
||||||
Increase in
accounts payable |
478 | |||||
Net cash
used in operating activities |
(15 | ) | ||||
Cash flows
from financing activities |
||||||
Proceeds from
sale of shares of common stock to initial stockholders |
25,000 | |||||
Proceeds from
note payable, stockholder |
50,000 | |||||
Net cash
provided by financing activities |
75,000 | |||||
Net
increase in cash and cash equivalents |
74,985 | |||||
Cash and cash
equivalents at beginning of period |
| |||||
Cash and
cash equivalents at end of period |
$ | 74,985 | ||||
Non-cash
financing activities |
||||||
Accrual of
deferred offering costs |
$ | 22,500 |
Initial
Trustees fee |
$ | 1,000 | (1) | |||
SEC
Registration Fee |
15,000 | |||||
FINRA filing
fee |
18,000 | |||||
Accounting
fees and expenses |
40,000 | |||||
Nasdaq listing
fees |
75,000 | |||||
Printing and
engraving expenses |
45,000 | |||||
Directors
& Officers liability insurance premiums |
75,000 | (2) | ||||
Legal fees and
expenses |
250,000 | |||||
Miscellaneous
|
56,000 | (3) | ||||
Total
|
$ | 575,000 |
(1) |
In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company $16,100 for acting as trustee, as transfer agent of the registrants shares of common stock, as warrant agent for the registrants warrants and as escrow agent. |
(2) |
This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination. |
(3) |
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs. |
Exhibit No. |
Description |
|||||
---|---|---|---|---|---|---|
1.1 | Form
of Underwriting Agreement. ** |
|||||
3.1 | Certificate of incorporation.** |
|||||
3.2 | Amended and Restated Certificate of incorporation.** |
|||||
3.3 | Bylaws.** |
|||||
4.1 | Specimen Unit Certificate.** |
|||||
4.2 | Specimen Common Share Certificate.** |
|||||
4.3 | Specimen Warrant Certificate.** |
|||||
4.4 | Form
of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** |
|||||
5.1 | Opinion of Graubard Miller. ** |
|||||
10.1 | Form
of Letter Agreement among the Registrant, Cantor Fitzgerald & Co. and the Companys officers, directors and stockholders.** |
|||||
10.2 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.** |
|||||
10.3 | Form
of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.** |
|||||
10.4 | Form
of Promissory Note issued to Eric S. Rosenfeld.** |
|||||
10.5 | Form
of Registration Rights Agreement among the Registrant and the Initial Stockholders.** |
|||||
10.6.1 | Subscription Agreement among the Registrant, Graubard Miller and Eric S. Rosenfeld. ** |
|||||
10.6.2 | Subscription Agreement among the Registrant, Graubard Miller and David D. Sgro. ** |
|||||
10.6.3 | Subscription Agreement among the Registrant, Graubard Miller and Greg Monahan. ** |
|||||
10.6.4 | Subscription Agreement among the Registrant, Graubard Miller and Tom Kobylarz. ** |
|||||
10.6.5 | [Intentionally omitted]. |
|||||
10.6.6 | Subscription Agreement among the Registrant, Graubard Miller and Joel Greenblatt.** |
Exhibit No. |
Description | |||||
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10.6.7 | Subscription Agreement among the Registrant, Graubard Miller and Adam Semler.** |
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10.6.8 | Subscription Agreement among the Registrant, Graubard Miller and John Schauerman.** |
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10.6.9 | Subscription Agreement among the Registrant, Graubard Miller and Leonard Schlemm. ** |
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10.6.10 | Subscription Agreement among the Registrant, Graubard Miller and Jeff Hastings.** |
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10.6.11 | Subscription Agreement among the Registrant, Graubard Miller and DKU 2013 LLC.** |
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10.6.12 | Subscription Agreement among the Registrant, Graubard Miller and The K2 Principal Fund L.P.** |
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10.6.13 | Subscription Agreement among the Registrant, Graubard Miller and NPIC Limited.** |
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10.6.14 | Subscription Agreement among the Registrant, Graubard Miller and Covalent Capital Partners Master Fund, L.P.** |
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10.7 | Form
of letter agreement between Crescendo Advisors II, LLC and the Registrant.** |
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10.8 | Financial Advisor Agreement.** |
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10.9 | Form
of confirmation letter from each Initial Stockholder. ** |
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14 | Form
of Code of Ethics.** |
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23.1 | Consent of Marcum LLP. |
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23.2 | Consent of Graubard Miller (included in Exhibit 5.1). ** |
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24 | Power
of Attorney (included on signature page of this Registration Statement). |
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99.1 | Form
of Audit Committee Charter.** |
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99.2 | Form
of Nominating Committee Charter.** |
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99.3 | Form
of Compensation Committee Charter.** |
** |
Previously filed. |
(a) |
The undersigned registrant hereby undertakes: |
HARMONY MERGER CORP. |
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By: |
/s/ Eric S. Rosenfeld |
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Name: |
Eric
S. Rosenfeld |
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Title: |
Chief
Executive Officer |
Name |
Position |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ Eric
S. Rosenfeld Eric S. Rosenfeld |
Chairman of the Board and Chief Executive Officer (Principal executive officer) |
February 9, 2015 |
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/s/ Thomas
Kobylarz Thomas Kobylarz |
Chief
Financial Officer (Principal financial and accounting officer) |
February 9, 2015 |
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/s/ David
D. Sgro David D. Sgro |
Chief
Operating Officer and Director |
February 9, 2015 |
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/s/ John
P. Schauerman John P. Schauerman |
Director |
February 9, 2015 |
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/s/ Adam
J. Semler Adam J. Semler |
Director |
February 9, 2015 |
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/s/
Leonard B. Schlemm Leonard B. Schlemm |
Director |
February 9, 2015 |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Harmony Merger Corp. (the Company) on Amendment No. 6 to Form S-1, File No. 333-197330, of our report dated July 9, 2014, except for Note 3 as to which the date is October 10, 2014 and Notes 1, 6 and 7 as to which the date is November 26, 2014, which includes an explanatory paragraph as to the Companys ability to continue as a going concern, with respect to our audit of the financial statements of Harmony Merger Corp. as of May 31, 2014 and for the period from May 21, 2014 (inception) through May 31, 2014, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading Experts in such Prospectus.
/s/ Marcum llp
Marcum llp
New York ,NY
February 9, 2015