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Introduction
We are a Delaware blank check company
incorporated on May 21, 2014 formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not
be limited to a particular industry or geographic region.
Eric S. Rosenfeld, our Chairman and
Chief Executive Officer, has also served as Chairman and Chief Executive Officer of four prior publicly-held blank check companies: (i) Arpeggio
Acquisition Corporation, or Arpeggio, which raised $40.8 million in June 2004 and consummated a business combination with Hill International, Inc., or
Hill International, in June 2006, (ii) Rhapsody Acquisition Corp., or Rhapsody, which raised $41.4 million in October 2006 and consummated a business
combination with Primoris Corporation, or Primoris, in July 2008, (iii) Trio Merger Corp., or Trio, which raised $69 million in June 2011 and
consummated a business combination with SAExploration Holdings Inc., or SAE, in June 2013 and (iv) Quartet Merger Corp., which raised $96.6 million in
November 2013 and consummated a business combination with Pangea Logistics Solutions Ltd., or Pangaea, in October 2014. David D. Sgro, our Chief
Operating Officer, has also served as Chief Financial Officer of Rhapsody, Trio and Quartet. Additionally, Leonard B. Schelmm, a member of our Board,
served as a member of the Board of Arpeggio and Rhapsody, and John P. Schauerman has served as a member of the Board of Quartet. We believe that
potential sellers of target businesses will view the fact that our management team has successfully closed four business combinations with vehicles
similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, there is no assurance
that we will complete a business combination.
In June 2004, Arpeggio, a blank check
company founded by Eric S. Rosenfeld, consummated its initial public offering, raising $40.8 million (at $6.00 per unit each consisting of one share of
common stock and two warrants, each to purchase one share of common stock). In June 2006, Arpeggio completed a merger with Hill International. Hill
International provides fee-based project management and construction claims services worldwide primarily serving the United States and other national
governments, state and local governments, and the private sector. It was founded in 1976 and is headquartered in Marlton, New Jersey. Its revenues have
grown from $80.1 million in 2005 to approximately $512.1 million in 2013, while its net income has grown from approximately $3.1 million in 2005 to
approximately $3.6 million in 2013 (although it had net losses in several of those years, including as much as $28.2 million in 2010). In the merger,
Arpeggio issued approximately 14.5 million shares of its common stock to Hill Internationals stockholders and provided for an additional 6.6
million contingent shares issuable if certain earnings targets were achieved from 20062009. All of such contingent shares were issued as Hill
International was successful in achieving its earnings targets. Immediately following the merger, Arpeggios former stockholders owned
approximately 36% of Hill International and the remaining 64% was owned by Hill Internationals former stockholders. The warrants issued in
Arpeggios initial public offering were subsequently redeemed by Hill International in accordance with their terms, the result of which was Hill
International receiving approximately $68 million from the exercise of such warrants. Hill Internationals common stock currently trades on the
New York Stock Exchange under the symbol HIL and its price has ranged from $2.35 to $19.30 following the completion of its business combination with
Arpeggio, with a closing price of $3.45 on March 9, 2015. Eric S. Rosenfeld served as a director of Hill International from June 2006 to June
2010.
In October 2006, Rhapsody, a blank
check company founded by Mr. Rosenfeld and David Sgro, our Chief Financial Officer, consummated its initial public offering, raising $41.4 million (at
$8.00 per unit each consisting of one share of common stock and one warrant to purchase one share of common stock). In July 2008, Rhapsody completed a
merger with Primoris and, shortly thereafter, the company changed its name to Primoris Services Corporation. Primoris provides
construction, fabrication, maintenance, replacement, and engineering services to public utilities, petrochemical companies, energy companies, and
municipalities primarily in the United States and Canada. Primoris is headquartered in Dallas, Texas. Its revenues have grown from $543 million in
2007, the year before the merger with Rhapsody, to approximately $1.9 billion in
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2013, while its net income has
grown from approximately $27.1 million in 2007 to approximately $69.7 million in 2013. In the merger, Rhapsody issued approximately 24.1 million shares
of its common stock to Primoriss stockholders and provided for an additional 5.0 million contingent shares issuable if certain earnings targets
were achieved for 2008 and 2009. All of such contingent shares were issued as Primoris was successful in achieving its earnings targets. The warrants
issued in Rhapsodys initial public offering expired by their terms in October 2010. Primoriss common stock currently trades on the Nasdaq
Capital Market under the symbol PRIM and its price has ranged from $3.25 to $33.35 following the completion of its business combination with Rhapsody,
with a closing price of $17.20 on March 9, 2015. Eric S. Rosenfeld served as a director of Primoris from the completion of its business combination in
2008 until May 2014. David D. Sgro served as a director of Primoris from 2008 to 2011.
In March 2008, Mr. Rosenfeld became the
chairman of the board, chief executive and president, and Mr. Sgro became the chief financial officer, secretary and a director, of Symphony
Acquisition Corp. and Staccato Acquisition Corp., two blank check companies, each formed to complete a business combination with one or more businesses
or entities. Due to market conditions, neither Symphony Acquisition Corp. nor Staccato Acquisition Corp. completed its initial public offering and
neither engaged in any substantive operations.
In June 2011, Trio, a blank check
company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $69.0 million (at $10.00 per unit each consisting of
one share of common stock and one warrant to purchase one share of common stock). In June 2013, Trio completed a merger with SAE and in connection
therewith the company changed its name to SAExploration Holdings, Inc. 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. SAE provides a full range of services related to the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones
between land and water and in shallow water, as well as seismic data field processing. In the merger, the SAE common stockholders, on a fully-diluted
basis, received: (i) an aggregate of 6,448,413 shares of Trio common stock at the closing; (ii) an aggregate of $7,500,000 in cash at the closing;
(iii) an aggregate of $17,500,000 represented by a promissory note issued by Trio at the closing; and (iv) the right to receive up to 992,064
additional shares of Trio common stock after the closing based on the achievement of specified earnings targets by the combined company for the 2013
and/or the 2014 fiscal years. Additionally, Trio paid the holder of SAEs outstanding Series A preferred stock an aggregate of $5,000,000 in cash
for all of such securities. SAEs common stock and warrants currently trade on the Nasdaq Capital Market and OTC Bulletin Board, respectively,
under the symbol SAEX and SAEXW, respectively, and the price of the common stock has ranged from $2.66 to $10.32 following completion of its business
combination with Trio, with a closing price of $2.66 on March 9, 2015. Eric S. Rosenfeld and David D. Sgro currently serve as directors of
SAE.
In November 2013, Quartet, a blank
check company founded by Messrs. Rosenfeld and Sgro, consummated its initial public offering, raising $96.6 million (at $10.00 per unit each consisting
of one share of common stock and one right). In October 2014, Quartet completed a merger with Pangaea Logistics Solutions Ltd., a growth oriented
global logistics company focused on providing seaborne drybulk transportation services. It is headquartered in Newport, Rhode Island and conducts all
operations through its direct and indirect subsidiaries. In the merger, the former securityholders of Pangaea received (i) 29,411,764 shares, (ii) an
additional number of shares upon Pangaea achieving certain financial results following the merger and (iii) an additional 1,739,062 shares based on the
number of Quartet public stockholders that sought conversion of their public shares into a pro rata portion of Quartets trust account (with a
corresponding contribution to capital, for no consideration, from the Quartet initial stockholders of the same number of shares to be issued to the
former Pangaea securityholders). Pangaeas common stock currently trades on the Nasdaq Capital Market under the symbol PANL, and the price of the
common stock has ranged from $2.49 to $9.17, with a closing price of $2.89 on March 9, 2015.
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Competitive Strengths
We believe our competitive strengths to
be the following:
Status as a public
company
As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the
owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our
stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a
more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering,
there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in
connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively
become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general
market conditions, that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to
capital and an additional means of providing management incentives consistent with stockholders interests than it would have as a privately-held
company. It can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented
employees.
While we believe that our status as a
public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank
check company, such as our lack of an operating history and our requirements to seek stockholder approval of any proposed initial business combination
and provide holders of public shares the opportunity to convert their shares into cash from the trust account, as a deterrent and may prefer to effect
a business combination with a more established entity or with a private company.
Transaction
flexibility
We offer a target business a variety of
options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for
the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate
our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most
efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. In addition, we
have the ability to offer stock- or cash-based contingency (or earnout) payments which may not be available in other types of transactions. However,
since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and it may not be
available to us.
Effecting a Business Combination
We are not presently engaged in, and we
will not engage in, any substantive commercial business for an indefinite period of time following this offering. We intend to utilize cash derived
from the proceeds of this offering and the private placement of private units, our share capital, debt or a combination of these in effecting a
business combination. Although substantially all of the net proceeds of this offering and the private placement of private units are intended to be
applied generally toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, investors in this offering are investing without first having an opportunity to evaluate the specific merits or risks
of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need
substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control
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and compliance with various Federal
and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in
its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will
probably have the ability, as a result of our limited resources, to effect only a single business combination.
We Have Not Identified a Target
Business
We do not have any specific business
combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or
had any discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not contacted any of the prospective target
businesses that Arpeggio, Rhapsody, Trio or Quartet, the only other blank check companies that our principals have been involved with, had considered
and rejected while such entities were blank check companies searching for target businesses to acquire. We do not currently intend to contact any of
such targets; however, we may do so in the future if we become aware that the valuations, operations, profits or prospects of such target business, or
the benefits of any potential transaction with such target business, would be attractive. Additionally, we have not, nor has anyone on our behalf,
taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other
representative to identify or locate such an acquisition candidate. We have also not conducted any research with respect to identifying the number and
characteristics of the potential acquisition candidates. As a result, we may not be able to locate a target business, and we may not be able to engage
in a business combination with a target business on favorable terms or at all.
Subject to our management teams
pre-existing fiduciary duties and the limitation that a target business have a fair market value of at least 80% of the balance in the trust account at
the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, we will have virtually
unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other specific attributes or
criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors in this offering to evaluate the
possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect a business
combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established
records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or
potential emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all significant risk factors.
Sources of Target Businesses
While we have not yet identified any
acquisition candidates, we believe based on our managements business knowledge and past experience that there are numerous acquisition
candidates. We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These
sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will
have read this prospectus and know what types of businesses we are targeting. For instance, the transaction between Primoris and Rhapsody was made
possible because an industry professional that was aware of Rhapsodys management team and their prior deal with Hill International encouraged
Primoris to contact Rhapsody. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that
they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. For instance, the Hill International transaction was brought to Eric Rosenfeld as a result of his prior work experience
with a member of an investment banking firm that was representing Hill International as it explored strategic alternatives. While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis (other than
Cannacord
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Genuity who we have engaged to
provide us with certain financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities as
described elsewhere in this prospectus), we may engage these firms or other individuals in the future, in which event we may pay a finders fee,
consulting fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction. In no event, however,
will any of our existing officers, directors, special advisor or initial stockholders, or any entity with which they are affiliated, be paid any
finders fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a
business combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
affiliated with our officers, directors or initial stockholders, we will do so only if we have obtained an opinion from an independent investment
banking firm reasonably acceptable to Cantor Fitzgerald & Co. that the business combination is fair to our unaffiliated stockholders from a
financial point of view. However, as of the date of this prospectus, there is no affiliated entity that we consider a business combination
target.
Selection of a Target Business and Structuring of a
Business Combination
Subject to the limitations that a
target business have a fair market value of at least 80% of the balance in the trust account at the time of the execution of a definitive agreement for
our initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target
business. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a
prospective target business, our management may consider a variety of factors, including one or more of the following:
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financial condition and results of operation; |
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brand recognition and potential; |
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return on equity or invested capital; |
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market capitalization or enterprise value; |
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experience and skill of management and availability of
additional personnel; |
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stage of development of its products, processes or
services; |
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existing distribution and potential for expansion; |
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degree of current or potential market acceptance of the
products, processes or services; |
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proprietary aspects of products and the extent of intellectual
property or other protection for its products, processes, formulas or services; |
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impact of regulation on the business; |
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regulatory environment of the industry; |
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costs associated with effecting the business
combination; |
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industry leadership, sustainability of market share and
attractiveness of market industries in which a target business participates; and |
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macro competitive dynamics in the industry within which the
company competes. |
We believe such factors will be
important in evaluating prospective target businesses, regardless of the location or industry in which such target business operates. However, this
list is not intended to be exhaustive.
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Furthermore, we may decide to enter
into a business combination with a target business that does not meet any of these criteria.
Any evaluation relating to the merits
of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an
extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as
review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.
The time and costs required to select
and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any
costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately
completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.
Fair Market Value of Target
Business
Pursuant to Nasdaq listing rules, the
target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
account (excluding any deferred underwriters fees and taxes payable on the income earned in the trust account) at the time of the execution of a
definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80%
of the trust account balance. We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the
target business or businesses. We may, however, structure a business combination where we merge directly with the target business or where we acquire
less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or
for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the
target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on
valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a
substantial number of new shares in exchange for all of the outstanding capital of a target. In this case, we would acquire a 100% controlling interest
in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business or
businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. In order to consummate such an acquisition, we
may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a
private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such
fund raising arrangement and have no current intention of doing so. The fair market value of the target will be determined by our board of directors
based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book
value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from
an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target
business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent
investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to
acquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80%
threshold.
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Lack of Business Diversification
Our business combination must be with a
target business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although
this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially, the prospects
for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to
complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will
not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business
combination with only a single entity, our lack of diversification may:
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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 |
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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. |
If we determine to simultaneously
acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to
complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the
subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
Limited Ability to Evaluate the Target Business
Management
Although we intend to scrutinize the
management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our
assessment of the target business management will prove to be correct. In addition, we cannot assure you that the future management will have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the
target business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel
will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their
full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the
consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with the business combination.
Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation
in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their
ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or
not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge
relating to the operations of the particular target business.
Following a business combination, we
may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Stockholder Approval of Business
Combination
In connection with any proposed
business combination, we will seek stockholder approval of an initial business combination at a meeting called for such purpose at which stockholders
may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, for a pro rata
share
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of the aggregate amount then on
deposit in the trust account, less any taxes then due but not yet paid. The amount in the trust account is initially anticipated to be $10.20 per
share.
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 chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being
subject to Rule 419 promulgated under the Securities Act.
Notwithstanding the foregoing, if we
seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to
have a minimum amount of funds available from the trust account upon consummation of such initial business combination, such condition may limit our
ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted) and may force us to seek
third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial
business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may
therefore have to wait 24 months from the consummation of this offering in order to be able to receive a pro rata share of the trust
account.
Our initial stockholders and our
officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination and (2) not to
convert any insider shares in connection with a stockholder vote to approve a proposed initial business combination or a vote to amend the provisions
of our amended and restated certificate of incorporation relating to stockholders rights or pre-business combination activity. As a result, we
would need only 3,413,876 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, four of our initial stockholders have indicated an intention to purchase an
aggregate of 4,220,000 units in this offering. If they purchased such units and voted the shares of common stock included in such units in favor of a
proposed business combination, we would not need any additional public shares to be voted, 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.
If we hold a meeting to approve a
proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against such 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. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases
of shares of common stock if the 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.
Conversion Rights
At any meeting called to approve an
initial business combination, public stockholders (including NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P., Covalent Capital Partners Master
Fund, L.P. and Halcyon Master Fund L.P. but not our other initial stockholders) may seek to convert their public shares, 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. A holder will always have the ability to vote against a proposed business combination and not seek conversion of his
shares.
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., Covalent Capital Partners Master Fund, L.P. and Halcyon Master Fund L.P. has
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agreed not to convert any public
shares 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., Covalent Capital Partners Master Fund, L.P. and Halcyon 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.
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 in excess of 20% of the shares sold in this offering held by a holder will not be converted for cash. We believe this
restriction will prevent stockholders from accumulating large blocks of shares before the vote held to approve a proposed business combination and
attempt to use the conversion right as a means to force us or our management to purchase their shares at a significant premium to the then current
market price. By limiting a stockholders ability to convert no 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.
Our initial stockholders will not have
conversion rights with respect to any insider shares of common stock owned by them, directly or indirectly.
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. The proxy solicitation materials that we will furnish to
stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such
delivery requirements. Accordingly, a stockholder would have from the time the stockholder received our proxy statement through the vote on the
business combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under Delaware law and our bylaws, we are required
to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine
whether to exercise conversion rights.
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. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising
conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise
conversion rights to tender their shares prior to the consummation of the proposed business combination and the proposed business combination is not
consummated, this may result in an increased cost to stockholders.
Any request to convert such shares once
made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of a public share delivered his
certificate in connection with an election of their conversion and subsequently decides prior to the vote on the business combination not to elect to
exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).
If the initial business combination is
not approved or completed for any reason, then our public stockholders who elected to exercise their conversion rights would not be entitled to convert
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public
holders.
Liquidation if No Business
Combination
If we do not complete a 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 and (iii)
as
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promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders 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). At such time, the warrants will expire, holder of warrants will receive nothing upon a liquidation with respect to such warrants and the
warrants will be worthless.
Under the Delaware General Corporation
Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a
dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public
shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution
under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to
ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period
before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to
the lesser of such stockholders pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion of
our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial
business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution
is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors
could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. If we are
unable to complete a business combination within the prescribed time frame, 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
stockholders 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. Accordingly, it is our intention to redeem our public shares as soon as
reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may
extend well beyond the third anniversary of such date.
Because we will not be complying with
Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts
known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us
within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers,
etc.) or prospective target businesses.
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 they may have in or to any monies held in the trust account. As a result,
the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to
the trust. We therefore believe that any necessary provision for
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creditors will be reduced and
should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no
guarantee that vendors, service providers and prospective target businesses 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, even if they
execute such agreements with us, they will not seek recourse against the trust account. Eric S. Rosenfeld has agreed that he will be liable to pay
debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products
sold to us. We have not independently verified whether Mr. Rosenfeld has sufficient funds to satisfy these indemnity obligations. Accordingly, he may
not be able to satisfy his indemnification obligations if he is required to so as we have not required Mr. Rosenfeld to retain any assets to provide
for his indemnification obligations, nor have we taken any further steps to ensure that he will be able to satisfy any indemnification obligations that
arise. Additionally the agreement entered into by Mr. Rosenfeld specifically provides that he will have no personal liability as to any claimed amounts
owed to a target business or vendor or other entity who has executed a valid and enforceable agreement with us waiving any right, title, interest or
claim of any kind they may have in or to any monies held in the trust account. While we currently expect that our independent directors would take
legal action on our behalf against Mr. Rosenfeld to enforce his indemnification obligations to us, it is possible that our independent directors in
exercising their business judgment may choose not to do so in any particular instance. Moreover, he will not be personally liable to our public
stockholders and instead will only have liability to us. As a result, 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. We will distribute to all of our public stockholders, in proportion to their
respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to
us to pay our tax obligations, plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as
described below).
We anticipate notifying the trustee of
the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate
such distribution. Our initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider
shares and private shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds
are insufficient, Mr. Rosenfeld 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 of such expenses.
If we are unable to consummate an
initial business combination and are forced to redeem 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 released to us to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors
that are in preference to the claims of public stockholders.
Our public stockholders shall be
entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time
period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed
by us or upon an amendment to our amended and restated certificate of incorporation relating to stockholders rights or pre-business combination
activity (including the time within which we have to complete a business combination). In no other circumstances shall a stockholder have any right or
interest of any kind to or in the trust account.
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If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which 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. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public stockholders at least
approximately $10.20 per share.
If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a fraudulent conveyance. As a result, a
bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the
trust account to our public stockholders promptly after 24 months from the closing of this offering, this may be viewed or interpreted as giving
preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board
may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our
company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be
brought against us for these reasons.
Amended and Restated Certificate of
Incorporation
Our amended and restated certificate of
incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial
business combination. If we seek to amend any provisions of our amended and restated certificate of incorporation relating to stockholders rights
or pre-business combination activity (including the time within which we have to complete a business combination), we will only do so if (i) we obtain
approval of such amendment from holders of at least sixty-five percent (65%) of all then outstanding shares of common stock and (ii) provide dissenting
public stockholders with the opportunity to convert their public shares in connection with any such vote into a 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 released to us to pay our taxes payable on such
funds (subject to our obligations under Delaware law to provide for claims of creditors). Such amounts would be paid promptly after approval of the
amendment to our amended and restated certificate of incorporation. Our initial stockholders have agreed to waive any conversion rights with respect to
any insider shares, private units and any public shares they may hold in connection with any vote to amend our amended and restated certificate of
incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things, that:
|
|
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 |
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|
|
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. |
Competition
In identifying, evaluating and
selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these
entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of
these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds
of this offering, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial
resources.
The following also may not be viewed
favorably by certain target businesses:
|
|
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., Covalent Capital Partners Master Fund, L.P. and Halcyon 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 3.5%
of the proceeds of this offering or 5.5% on any proceeds received from the exercise of the over-allotment option; |
|
|
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. |
Any of these factors may place us at a
competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and
potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business
objective as ours in acquiring a target business with significant growth potential on favorable terms.
If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a
business combination, we will have the resources or ability to compete effectively.
Facilities
We currently maintain our principal
executive offices at 777 Third Avenue, 37th floor, New York, NY 10017. The cost for this space is included in the $12,500 per-month fee Crescendo
Advisors II, LLC, an entity controlled by Mr. Rosenfeld, will charge us for general and administrative services commencing upon the date of this
prospectus pursuant to a letter agreement between us and Crescendo Advisors II, LLC. We believe,
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based on rents and fees for similar
services in New York, that the fee charged by Crescendo Advisors II, LLC is at least as favorable as we could have obtained from an unaffiliated
person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our
current operations.
Employees
We have three executive officers. These
individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to
our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business
combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to
acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently
allocate more time to our affairs) than they would prior to locating a suitable target business. We presently expect each of our executive officers to
devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full time employees prior to the
consummation of a business combination.
Periodic Reporting and Audited Financial
Statements
We have registered our units, shares of
common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current
reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and reported
on by our independent registered public accountants.
We will provide stockholders with
audited financial statements of the prospective target business as part of any proxy solicitation or tender offer materials sent to stockholders to
assist them in assessing the target business. In all likelihood, the financial statements included in the proxy solicitation or tender offer materials
will need to be prepared in accordance with U.S. GAAP and/or IFRS as issued by the IASB, or reconciled to U.S. GAAP. We cannot assure you that any
particular target business identified by us as a potential acquisition candidate will have the necessary financial statements. To the extent that this
requirement cannot be met, we may not be able to acquire the proposed target business.
We may be required to have our internal
control procedures audited for the fiscal year ending December 31, 2016 as required by the Sarbanes-Oxley Act. A target company may not be in
compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any
such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such
acquisition.
We are an emerging growth company as
defined in the JOBS Act and will remain such for up to five years. However, if our non-convertible debt issued within a three-year period or our total
revenues exceed $1 billion or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of
the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging
growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Comparison to Offerings of Blank Check Companies Subject to
Rule 419
The following table compares and
contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the gross
proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriters will not
exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to this offering because we will be listed on a national
securities exchange, we will have net tangible assets in excess of $5,000,001 upon the successful consummation of this offering and will file a Current
Report on Form 8-K, including an audited balance sheet demonstrating this fact.
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|
|
|
|
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. |
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|
|
|
|
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. |
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Directors and Executive Officers
Our current directors and executive
officers are as follows:
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 |
Eric S. Rosenfeld has
served as our chairman of the board and chief executive officer since our inception. Mr. Rosenfeld served as Quartets chairman of the board and
chief executive officer from its inception in April 2013 until its merger with Pangaea in October 2014, and has served as a director of Pangaea since
such time. Mr. Rosenfeld was chairman of the board and chief executive officer of Trio from its inception in June 2011 until its merger with SAE in
June 2013 and has served as a director of SAE since such time. Mr. Rosenfeld has been the president and chief executive officer of Crescendo Partners,
L.P., a New York-based investment firm, since its formation in November 1998. He has also been the senior managing member of Crescendo Advisors II LLC,
the entity providing the Company with general and administrative services, since its formation in August 2000. From April 2006 until July 2008, Mr.
Rosenfeld served as the chairman of the board, chief executive officer and president of Rhapsody, an OTCBB-listed blank check company. Rhapsody
completed its business combination in July 2008 with Primoris and changed its name to Primoris Services Corporation and is now listed on the NASDAQ
Stock Market. Mr. Rosenfeld served as a director of that company from the completion of its business combination in July 2008 until May 2014. From its
inception in April 2004 until June 2006, he was the chairman of the board, chief executive officer and president of Arpeggio, an OTCBB-listed blank
check company. Arpeggio completed its business combination in June 2006 with Hill International, now listed on the NYSE. Mr. Rosenfeld served as a
director of Hill International from the time of the business combination until June 2010. Mr. Rosenfeld is currently chairman of the board of CPI
Aerostructures, Inc. a NYSE MKT-listed company engaged in the contract production of structural aircraft parts principally for the U.S. Air Force and
other branches of the U.S. armed forces. He became a director in April 2003 and chairman in January 2005. Mr. Rosenfeld has also served on the board of
Cott Corporation, a NYSE-listed beverage company, since June 2008. Since December 2012, Mr. Rosenfeld has been a board member of Absolute Software
Corporation, a Toronto Stock Exchange listed provider of security and management for computers and ultra-portable devices.
Prior to forming Crescendo Partners,
Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. He was also chairman
of the board of Spar Aerospace Limited, a company that provides repair and overhaul services for aircraft and helicopters used by governments and
commercial airlines, from May 1999 through November 2001, until its sale to L-3 Communications. He served as a director of Hip Interactive, a Toronto
Stock Exchange-listed company that distributed and developed electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also
served as a director of AD OPT Technologies Inc., which was a Toronto Stock Exchange-listed company from April 2003 to November 2004, when it was
acquired by Kronos Inc. Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian-based customer
relations management software company that was sold to Chinadotcom in February 2004. He was a director of Sierra Systems Group, Inc., a Toronto Stock
Exchange-listed information technology, management consulting and systems integration firm based in Canada from October 2003 until its sale in January
2007. From October 2005 through March 2006, Mr. Rosenfeld was a director of Geac Computer Corporation Limited, a Toronto Stock Exchange and
NASDAQ-listed software company, which was acquired by Golden Gate Capital. He was also a director of Emergis Inc., a Toronto Stock Exchange-listed
company that enables the electronic processing of transactions in the finance and healthcare industries, from July 2004 until its sale to Telus
Corporation in January 2008. Mr. Rosenfeld also served on the board of Matrikon Inc. a Toronto
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Stock Exchange-listed provider of
solutions for industrial intelligence, from July 2007 until its sale to Honeywell International, Inc. in June 2010. He was also a member of the board
of Dalsa Corporation, a Toronto Stock Exchange-listed company that designs and manufactures digital imaging products, from February 2008 until its sale
to Teledyne in February 2011. From October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons
Corp., quoted on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed),
provided information technology professional services with a concentration in sourcing and managed services.
Mr. Rosenfeld is a regular guest
lecturer at Columbia Business School and has served on numerous panels at Queens University Business Law School Symposia, McGill Law School, the
World Presidents Organization and the Value Investing Congress. He is a senior faculty member at the Directors College. He has also been a
regular guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business
School.
We believe Mr. Rosenfeld is
well-qualified to serve as a member of the board due to his public company experience, operational experience, experience in prior blank check
offerings, such as Arpeggio, Rhapsody, Trio and Quartet, and his business contacts.
David D. Sgro, CFA, has
served as our chief operating officer and a director since our inception. Mr. Sgro served as Quartets chief financial officer, secretary and a
member of its board of directors from April 2013 until its merger with Pangaea in October 2014 and has served as a director of Pangaea since such time.
Mr. Sgro served as Trios chief financial officer, secretary, and a member of its board of directors from its inception in June 2011, until its
merger with SAE in June 2013 and has served as a director of SAE since such time. From April 2006 to July 2008, Mr. Sgro served as the chief financial
officer of Rhapsody and from July 2008 to May 2011, Mr. Sgro served as a director of Primoris. Mr. Sgro has been a Managing Director of Crescendo
Partners, L.P. since December 2008, a Senior Vice President from December 2007 to December 2008, a Vice President from December 2005 to December 2007,
and an investment analyst from May 2005 to December 2005. Mr. Sgro served on the board of Bridgewater Systems, Inc., a TSX listed telecommunications
software company, from June 2008 until its sale to Amdocs in August 2011. From August 2003 to May 2005, Mr. Sgro attended Columbia Business School.
From June 1998 to May 2003, he worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately
held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.s boutique investment banking
affiliate. From June 2004 to August 2004, Mr. Sgro worked as an analyst at Brandes Investment Partners. Mr. Sgro currently serves on the board of
directors of COM DEV International Ltd., a global designer and manufacturer of space hardware. Mr. Sgro received a B.S. in Finance from The College of
New Jersey and an M.B.A. from Columbia Business School. In 2001, he became a Chartered Financial Analyst (CFA) Charterholder. Mr. Sgro is a regular
guest lecturer at The College of New Jersey and Columbia Business School.
We believe Mr. Sgro is well-qualified
to serve as a member of our board due to his public company experience, operational experience and experience in prior blank check offerings, such as
Rhapsody, Trio and Quartet.
Thomas Kobylarz has
served as our Chief Financial Officer since our inception. Since March 2014, Mr. Kobylarz has served as the Chief Financial Officer and Chief
Compliance Officer of Crescendo Partners, L.P. From January 2009 to September 2013, Mr. Kobylarz served as the Chief Financial Officer and also served
as the Chief Operating Officer from January 2009 through December 2011 of Saiers Capital, LLC (formerly Alphabet Management, LLC), a multi-strategy
derivatives and volatility-focused manager. From July 2004 to January 2009, Mr. Kobylarz was at Merrill Lynch & Co. where he held various positions
in the Prime Brokerage division of Global Capital Markets and Investment Banking and most recently served as a Vice President. From October 2002 to
June 2004, Mr. Kobylarz was at Bear, Stearns, & Co. where he served as a relationship manager in their Prime Brokerage division. From September
1999 to September 2002, Mr. Kobylarz was employed at Rothstein, Kass & Co. where he served as a senior accountant, managing the tax and audit work
for hedge fund clients. Mr. Kobylarz earned a B.A. in Accounting from Lehigh University in 1999.
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John P. Schauerman has
served as a director since July 2014. Mr. Schauerman served as executive vice president, corporate development of Primoris from February 2009 to May
2013, and served as a Director of Primoris from July 2008 to May 2013. He served as the chief financial officer of Primoris from February 2008 to
February 2009. He also served as a director of Primoris and its predecessor entity from 1993 to July 2008. He joined Primoris wholly-owned
subsidiary, ARB, Inc., in 1993, as senior vice president. In his current role, he is responsible for developing and integrating Primoris overall
strategic plan, including the evaluation and structuring of new business opportunities and acquisitions. Prior to joining ARB, Inc., he was senior vice
president of Wedbush Morgan Securities. Mr. Schauerman received a B.S. in Electrical Engineering from UCLA and an M.B.A. from Columbia Business
School.
We believe Mr. Schauerman is
well-qualified to serve as a member of our board due to his public company experience, operational experience and contacts and his prior experience
with Quartet.
Adam J. Semler has served
as a director since July 2014. Mr. Semler joined York Capital Management, LLC, an investment management fund, in 1995 and held several positions with
the firm, most recently holding the position of chief operating officer and member of its managing partner until he retired in December 2011. While at
York Capital Management, he was responsible for all financial operations of the firm. During this time, he also served as chief financial officer and
secretary of York Enhanced Strategies Fund, LLC, a closed ended mutual fund. Previously, he was at Granite Capital International Group, an investment
management firm, where Mr. Semler was responsible for the accounting and operations function for its equity products. He also previously worked as a
senior accountant at Goldstein, Golub, Kessler & Co., where Mr. Semler specialized in the financial services industry, as well as a senior
accountant at Berenson, Berenson, Adler. Mr. Semler is a C.P.A. and received a B.B.A. from Emory University.
We believe Mr. Semler is well-qualified
to serve as a member of our board due to his financial and accounting expertise.
Leonard B. Schlemm has
served as a director since July 2014. Mr. Schlemm has served as the chairman of Myca Health Inc., a medical software company focused on primary care
practices across the United States, since May 2013 and a member of its board since 2008. Mr. Schlemm is also the co-founder and a board member in a
number of fitness center companies across Canada and Europe, including The Atwater Club (since February 2002) and The Mansfield Clubs (since 2005). He
also served as chairman of the board of AD OPT Technologies from November 2002 until April 2004. From November 1999 until its merger with Netpulse
Communications and E-Zone Networks in November 2000, he served as chairman of the board of Xystos Media Networks, an interactive media company with
three million users under long-term contract. Mr. Schlemm was a co-founder of 24 Hour Fitness, one of the worlds largest privately owned and
operated fitness center chains, sold to private equity investors in June 2014 for $1.9 billion, and was its chairman from September 1986 until July
1997. From June 1996 to January 1999, Mr. Schlemm served as a member of the board of directors of Forza Limited, a European fitness equipment
distribution company. Mr. Schlemm was a member of the board of directors of Arpeggio from its inception in April 2004 until its merger in June 2006 and
was a member of the board of directors of Rhapsody from its inception in April 2006 until its merger in July 2008. Mr. Schlemm received a Bachelor of
Commerce degree from McGill University (great distinction) and an M.B.A. from Harvard University (with distinction). He also received his Chartered
Accountant designation in Canada in 1975.
We believe Mr. Schlemm is
well-qualified to serve as a member of our board due to his operational experience and contacts and his prior experience with Arpeggio and
Rhapsody.
Our board of directors is divided into
three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first
class of directors, consisting of Leonard B. Schlemm, will expire at our first annual meeting of stockholders. The term of office of the second class
of directors, consisting of Adam J. Semler and John P. Schauerman, will expire at the second annual meeting. The term of office of the third class of
directors, consisting of Eric S. Rosenfeld and David D. Sgro, will expire at the third annual meeting.
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Special Advisor
We may seek guidance and advice from
the following special advisor. We have no formal arrangement or agreement with this advisor to provide services to us and he has no fiduciary
obligation to present business opportunities to us. This special advisor will simply provide advice, introductions to potential targets, and assistance
to us, at our request, only if he is able to do so. Nevertheless, we believe with his business background and extensive contacts, he will be helpful to
our search for a target business and our consummation of a business combination.
Joel Greenblatt will
serve as our special advisor who will advise us concerning our acquisition of a target business. Mr. Greenblatt is the managing partner of Gotham
Capital III, L.P., an investment partnership he founded in April 1985, a managing member of Gotham Capital V LLC and managing principal and Co-Chief
Investment officer of Gotham Asset Management. He was also a special advisor to Rhapsody, Arpeggio, Trio and Quartet. He is the former chairman of the
board and a former board member of Alliant Techsystems, a New York Stock Exchange-listed aerospace and defense contractor. Since 1996, he has been on
the adjunct faculty of Columbia Business School where he teaches Security Analysis. Mr. Greenblatt is the author of You Can Be A
Stock Market Genius (Simon & Schuster, 1997), The Little Book That Beats the Market (John Wiley & Sons, 2005), The
Little Book That Still Beats the Market (John Wiley & Sons, 2010) and The Big Secret for the Small Investor (Crown Business,
2011). He received a B.S. (summa cum laude) and an MBA from the Wharton School of the University of Pennsylvania.
Executive Compensation
No executive officer has received any
cash compensation for services rendered to us. Commencing on the date of this prospectus through the acquisition of a target business, we will pay
Crescendo Advisors II, LLC, an entity controlled by Mr. Rosenfeld, a fee of $12,500 per month for providing us with office space and certain office and
administrative services. However, this arrangement is solely for our benefit and is not intended to provide Eric S. Rosenfeld compensation in lieu of a
salary. Other than the $12,500 per month administrative fee, no compensation of any kind, including finders, consulting or other similar fees, will be
paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in
order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by
anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction
if such reimbursement is challenged.
Director Independence
Currently John P. Schauerman, Adam J.
Semler and Leonard B. Schlemm would each be considered an independent director under the Nasdaq listing rules, which is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion
of the companys board of directors would interfere with the directors exercise of independent judgment in carrying out the responsibilities
of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
We will only enter into a business
combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and
directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party
transactions must be approved by our audit committee and a majority of independent disinterested directors.
Audit Committee
Effective as of the date of this
prospectus, we will establish an audit committee of the board of directors, which will consist of John P. Schauerman, Adam J. Semler and Leonard B.
Schlemm, each of whom is an
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independent director under
Nasdaqs listing standards. The audit committees duties, which are specified in our Audit Committee Charter, include, but are not limited
to:
|
|
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; |
monitoring the
independence of the independent auditor;
|
|
verifying the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
|
reviewing and approving all related-party
transactions; |
|
|
inquiring and discussing with management our compliance with
applicable laws and regulations; |
|
|
pre-approving all audit services and permitted non-audit
services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
|
appointing or replacing the independent auditor; |
|
|
determining the compensation and oversight of the work of the
independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work; |
|
|
establishing procedures for the receipt, retention and treatment
of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial
statements or accounting policies; and |
|
|
approving reimbursement of expenses incurred by our management
team in identifying potential target businesses. |
Financial Experts on Audit Committee
The audit committee will at all times
be composed exclusively of independent directors who are financially literate as defined under Nasdaq listing standards. Nasdaq
listing standards define financially literate as being able to read and understand fundamental financial statements, including a
companys balance sheet, income statement and cash flow statement.
In addition, we must certify to Nasdaq
that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite
professional certification in accounting, or other comparable experience or background that results in the individuals financial sophistication.
The board of directors has determined that Adam J. Semler qualifies as an audit committee financial expert, as defined under rules and
regulations of the SEC.
Nominating Committee
Effective as of the date of this
prospectus, we will establish a nominating committee of the board of directors, which will consist of John P. Schauerman, Adam J. Semler and Leonard B.
Schlemm, each of whom is an independent director under Nasdaqs listing standards. The nominating committee is responsible for overseeing the
selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,
management, stockholders, investment bankers and others.
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Guidelines for Selecting Director
Nominees
The guidelines for selecting nominees,
which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
|
|
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. |
The Nominating Committee will consider
a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a persons
candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting
experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain
a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other
persons.
Compensation Committee
Effective as of the date of this
prospectus, we will establish a compensation committee of the board of directors, which will consist of John P. Schauerman, Adam J. Semler and Leonard
B. Schlemm, each of whom is an independent director under Nasdaqs listing standards. The compensation committees duties, which are
specified in our Compensation Committee Charter, include, but are not limited to:
|
|
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. |
Notwithstanding the foregoing, as
indicated above, other than the $12,500 per month administrative fee, no compensation of any kind, including finders, consulting or other similar fees,
will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they
render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial
business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be
entered into in connection with such initial business combination.
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Code of Ethics
Upon consummation of this offering, we
will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and
ethical principles that govern all aspects of our business.
Conflicts of Interest
Potential investors should be aware of
the following potential conflicts of interest:
|
|
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. |
In general, officers and directors of a
corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
|
|
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. |
Accordingly, as a result of multiple
business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity
with respect to the above-listed criteria. The above mentioned conflicts may not be resolved in our favor.
In order to minimize potential
conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a
written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director, to
present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be
required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.
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The following table summarizes the
other relevant pre-existing fiduciary or contractual obligations of our officers and directors:
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. |
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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. |
In connection with the vote required
for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective
insider shares and private shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to
participate in any liquidation distribution with respect to those shares of common stock acquired by them prior to this offering. If they purchase
shares of common stock in this offering or in the open market, however, they would be entitled to participate in any liquidation distribution in
respect of such shares.
All ongoing and future transactions
between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are
available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested
independent directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our
expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our
disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be
available to us with respect to such a transaction from unaffiliated third parties.
To further minimize conflicts of
interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or
initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm reasonably acceptable to Cantor Fitzgerald
& Co. that the business combination is fair to our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of
our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers,
directors, special advisor or their respective affiliates be paid any finders fee, consulting fee or other similar compensation prior to, or for
any services they render in order to effectuate, the consummation of our initial business combination.
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The following table
sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect
the sale of our shares of common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase units in this
offering), by:
|
|
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. |
Unless otherwise
indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of warrants as
these warrants are not exercisable within 60 days of the date of this prospectus.
|
|
|
|
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 |
|
|
|
|
1,585,566 |
(3) |
|
|
52.4 |
% |
|
|
1,390,118 |
(3)(4) |
|
|
10.6 |
% |
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 |
% |
Halcyon
Master Fund L.P.(9) |
|
|
|
|
215,000 |
|
|
|
7.1 |
% |
|
|
285,000 |
(10) |
|
|
2.2 |
% |
DKU 2013
LLC(11) |
|
|
|
|
195,000 |
|
|
|
6.4 |
% |
|
|
255,000 |
(12) |
|
|
1.9 |
% |
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) |
|
|
|
|
2,106,657 |
|
|
|
69.6 |
% |
|
|
1,947,439 |
(15) |
|
|
14.8 |
% |
(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 34,371 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 259,819 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. |
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Table of Contents
(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 Halcyon Master Fund L.P. is 477 Madison
Avenue, 8th Floor, New York, NY 10002. Investment and voting decisions are made by the investment committee of this entitys investment manager,
which is comprised of John M. Bader, Kevah Konner, Jason Dillow, John Greene, Todd Solomon, Harold Kofman, Maureen Tobin Powers, Timothy Wallach, Mark
Simmons, Igor Fuks, Partik Desai and Andrew Friedman, and no one individual has voting and disposition power over the shares held by this entity. Does
not include 500,000 shares underlying units that this entity has indicated an intention to purchase in this offering. |
(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) |
|
Includes 85,000 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. |
(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 149,901 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 389,519 shares as a result of the over-allotment option not being exercised. |
Immediately after this offering, our
initial stockholders will beneficially own approximately 24.1% of the then issued and outstanding shares of common stock (including the shares of
common stock underlying the units sold in this offering as well as the shares of common stock that will be outstanding upon issuance of the private
units but excluding the shares of common stock included in any units the initial stockholders may purchase in this offering and any buyback shares Mr.
Rosenfeld may purchase). However, NPIC Limited, The K2 Principal Fund L.P., Covalent Capital Partners Master Fund, L.P. and Halcyon Master Fund L.P.
have indicated an intention to purchase an aggregate of 4,220,000 units in this offering. If they purchased such units, our initial stockholders would
own approximately 55.7% of our issued and outstanding shares of common stock upon consummation of this offering. Additionally, any buyback shares
purchased by Mr. Rosenfeld as described in this prospectus would further increase our initial stockholders ownership block. Because of the
ownership block held by our initial stockholders, such individuals may be able to effectively exercise control over all matters requiring approval by
our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business
combination.
If the underwriters do not exercise all
or a portion of the over-allotment option, our initial stockholders will have up to an aggregate of 382,500 shares of common stock forfeited to us. Our
initial stockholders will be required to have forfeited only a number of shares necessary to maintain their collective approximate 20% ownership
interest in our shares of common stock (including the shares of common stock underlying the units sold in this offering and the private units but
excluding from such calculation any shares of common stock included in any units they may purchase in this offering) after giving effect to the
offering and the exercise, if any, of the underwriters over-allotment option.
All of the insider shares outstanding
prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with
respect to 50% of the insider
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Table of Contents
shares, the earlier of one year
after the date of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or
exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any
30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the insider shares, one year after
the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we
consummate a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange
their shares for cash, securities or other property. Up to 382,500 of the insider shares may also be released from escrow earlier than this date for
cancellation if the over-allotment option is not exercised in full as described above.
During the escrow period, the holders
of these shares will not be able to sell or transfer their securities except (i) amongst themselves or to our officers, directors and employees, (ii)
to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified
domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales
made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased or
(vii) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause
(vii)) where the transferee agrees to the terms of the escrow agreement and the letter agreement being signed by the transferor. If dividends are
declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and
liquidate the trust account, none of our initial stockholders will receive any portion of the liquidation proceeds with respect to their insider
shares.
Our initial stockholders and Cantor
Fitzgerald & Co. (or its designees) have committed to purchase an aggregate of 528,500 private units at a price of $10.00 per unit ($5,285,000 in
the aggregate) in a private placement that will occur simultaneously with the closing of this offering. Our initial stockholders have also agreed that
if the over-allotment option is exercised by the underwriters, they will purchase from us at a price of $10.00 per unit an additional number of private
units (up to a maximum of 30,000 private units) pro rata with the amount of the over-allotment option exercised so that at least $10.20 per share sold
to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. These additional private
units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the
over-allotment option. The foregoing purchases will only be made by our initial stockholders and Cantor Fitzgerald & Co. (or its designees) if they
are able to do so in accordance with Regulation M and Sections 9(a)(2) and 10(b) and Rule 10b-5 of the Exchange Act. The private units are identical to
the units sold in this offering except the warrants underlying the private units will be non-redeemable and may be exercised on a cashless basis, in
each case so long as they continue to be held by the initial purchasers or their permitted transferees. In addition, for as long as any of the warrants
underlying the private units are held by Cantor Fitzgerald & Co. or its designees or affiliates, they may not be exercised after five years from
the effective date of the registration statement of which this prospectus forms a part. Additionally, because the warrants underlying the private units
will be issued in a private transaction, the holders and their transferees will be allowed to exercise such warrants for cash even if a registration
statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive restricted shares. Furthermore, the
initial stockholders have agreed, pursuant to the subscription agreements governing such purchases and/or the written letter agreements they are
executing described elsewhere in this prospectus, to vote their private shares in favor of any proposed business combination. All of the purchasers of
the private units have agreed (A) not to convert any private shares into the right to receive cash from the trust account in connection with a
stockholder vote to approve our proposed initial business combination or a vote to amend the provisions of our amended and restated certificate of
incorporation relating to stockholders rights or pre-business combination activity and (B) that the private shares shall not participate in any
liquidating distribution upon winding up if a business combination is not consummated. The purchasers have also agreed not to transfer, assign or sell
any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to
the same terms and
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Table of Contents
restrictions as the permitted
transferees of the insider shares must agree to, each as described above) until the completion of our initial business combination.
We have agreed with each of DKU 2013
LLC, Halcyon Master Fund L.P., Covalent Capital Partners Master Fund, L.P., Jeff Hastings and Leonard Schlemm, each a purchaser of private units, not
to enter into, without the prior consent of 2/3 in value of such holders, prior to the consummation of an initial business combination, any letter or
similar agreement with any other investor or prospective investor that has the direct or indirect effect of establishing terms, rights, or benefits for
such new investor (or any affiliate or associate thereof) in a manner more favorable to such new investor than the terms, rights, and benefits
established in favor of the foregoing purchasers. If we receive approval from the above-referenced purchasers of the private units as described in the
immediately preceding sentence, we will first offer each of them the right to assume all, or participate in part, of the obligations pursuant to such
more favorable arrangement, pro rata with the other purchasers, on the same terms as we offer such new investor. If any of the above-referenced
purchasers does not indicate its intention to assume all, or participate in part, of the obligations of such more favorable arrangement within three
business days, we shall be free to offer such more favorable arrangement to any new investor we wish.
Eric S. Rosenfeld, our Chief Executive
Officer, has also 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 commencing on the later of (1) two business days after we file a Form 8-K
disclosing all material information relating to our initial business combination, and (2) 60 days after the termination of the restricted
period in connection with this offering under Regulation M of the Exchange Act, and ending on the record date for the shareholder meeting at
which such initial business combination is to be approved, or earlier in certain circumstances as described in the limit order agreement. These limit
orders will require Mr. Rosenfeld to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a
price equal to the per-share amount held in our trust account as reported in such Form 8-K, until the earlier of (1) the expiration of the buyback
period or (2) the date such purchases reach $500,000 in total. We will provide at least twenty business days between the beginning of the buyback
period and the record date for the shareholder meeting for such initial business combination. It is intended that the purchases will satisfy the
conditions of Rule 10b-18(b) under the Exchange Act to the extent possible and the brokers purchase obligation will otherwise be subject to
applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain
circumstances. Any buyback shares purchased by Mr. Rosenfeld pursuant to this arrangement will be voted in favor of the proposed business combination.
Additionally, Mr. Rosenfeld has agreed not to convert any buyback shares into the right to receive a pro rata portion of the funds held in the trust
account or transfer, assign or sell any buyback shares (except to the same permitted transferees as the insider shares and provided the transferees
agree to the same transfer restrictions) until (A) the earlier of one year after the completion of our initial business combination and the date on
which the closing price of our common stock exceeds $12.50 for any 20 trading days within a 30-trading day period following the completion of our
initial business combination with respect to 50% of the buyback shares and (B) one year after the completion of our initial business combination with
respect to the remaining 50% of the buyback shares.
In order to meet our working capital
needs following the consummation of this offering, 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. Our 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 will not be repaid.
Eric S. Rosenfeld is our
promoter, as that term is defined under the Federal securities laws.
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Table of Contents
In May 2014, we issued an aggregate of
2,875,000 shares of common stock for a total of $25,000 in cash, at a purchase price of approximately $0.01 share, to Eric S.
Rosenfeld.
In June 2014, Mr. Rosenfeld transferred
an aggregate of 693,000 shares of common stock to the following entities and in the following amounts:
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 |
On November 7, 2014, we effected a
stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock, resulting in our initial stockholders owning an
aggregate of 3,026,250 insider shares.
In November and December 2014 and
January and March 2015, our initial shareholders transferred shares amongst themselves, all for the same effective purchase price that the transferees
paid for such shares, to effectuate economic arrangements between the parties.
If the underwriters do not exercise all
or a portion of their over-allotment option, our initial stockholders have agreed to forfeit up to an aggregate of 382,500 shares of common stock in
proportion to the portion of the over-allotment option that was not exercised. Additionally, if the underwriters do not exercise all or a portion of
their over-allotment option, Mr. Rosenfeld has agreed that he will transfer a certain number of insider shares to Mr. Schlemm, one of our directors, at
the same effective purchase price paid for such shares, in order to effectuate an economic arrangement between the two individuals.
If the underwriters determine the size
of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend or a contribution back
to capital, as applicable, would be effectuated in order to maintain our initial stockholders ownership at a percentage of the number of shares
to be sold in this offering (not including the private shares). An increase in offering size of up to 20% could result in the per-share conversion or
liquidation price decreasing by as much as approximately $0.04. However, we have agreed with Cantor Fitzgerald & Co., as representative for the
underwriters, that we will not increase the size of this offering unless (i) our initial stockholders purchase from us an additional number of private
units at a price of $10.00 per unit or (ii) the underwriters defer a larger portion of the underwriting discount, so that at least $10.20 per share
sold to the public in this offering is held in trust.
Our initial stockholders and Cantor
Fitzgerald & Co. (or its designees) have committed to purchase an aggregate of 528,500 private units at a price of $10.00 per unit ($5,285,000 in
the aggregate) in a private placement that will occur simultaneously with the closing of this offering. Our initial stockholders have also agreed that
if the over-allotment option is exercised by the underwriters, they will purchase from us at a price of $10.00 per unit an additional number of private
units (up to a maximum of 30,000 private units) pro rata with the amount of the over-allotment option exercised so that at least $10.20 per share sold
to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. These additional private
units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the
over-allotment option. Other than the purchase price for the private units being purchased by Cantor Fitzgerald & Co., which will be delivered
directly to the trust account by Cantor Fitzgerald & Co. on the closing of this offering, the purchase price for the private units has been
delivered to Graubard Miller, our counsel in connection with this offering, who will also be acting solely as escrow agent in connection with the
private sale of such units, prior to the date of this prospectus. Graubard Miller will deposit the purchase price it is holding into the trust account
simultaneously with the consummation of the offering or the over-allotment option, as the case may be. The private units are identical to the units
sold in this offering except the warrants underlying the private units will be non-redeemable and may be exercised on a cashless basis, in each case so
long as they continue to be held by the initial purchasers or their permitted transferees. In addition, for as long as any of the warrants underlying
the private
78
Table of Contents
units are held by Cantor Fitzgerald
& Co. or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which
this prospectus forms a part. Additionally, because the warrants underlying the private units will be issued in a private transaction, the holders and
their transferees will be allowed to exercise such warrants for cash even if a registration statement covering the shares of common stock issuable upon
exercise of such warrants is not effective and receive restricted shares. Furthermore, the initial stockholders have agreed, pursuant to the
subscription agreements governing such purchases and/or the written letter agreements they are executing described elsewhere in this prospectus, to
vote their private shares in favor of any proposed business combination. All the purchasers of the private units have agreed (A) not to convert any
private shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business
combination or a vote to amend the provisions of our amended and restated certificate of incorporation relating to stockholders rights or
pre-business combination activity and (B) that the private shares shall not participate in any liquidating distribution upon winding up if a business
combination is not consummated. The purchasers have also agreed not to transfer, assign or sell any of the private units or underlying securities
(except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted
transferees of the insider shares must agree to, each as described above) until the completion of our initial business combination.
We have agreed with each of DKU 2013
LLC, Halcyon Master Fund L.P., Covalent Capital Partners Master Fund, L.P., Jeff Hastings and Leonard Schlemm, each a purchaser of private units, not
to enter into, without the prior consent of 2/3 in value of such holders, prior to the consummation of an initial business combination, any letter or
similar agreement with any other investor or prospective investor that has the direct or indirect effect of establishing terms, rights, or benefits for
such new investor (or any affiliate or associate thereof) in a manner more favorable to such new investor than the terms, rights, and benefits
established in favor of the foregoing purchasers. If we receive approval from the above-referenced purchasers of the private units as described in the
immediately preceding sentence, we will first offer each of them the right to assume all, or participate in part, of the obligations pursuant to such
more favorable arrangement, pro rata with the other purchasers, on the same terms as we offer such new investor. If any of the above-referenced
purchasers does not indicate its intention to assume all, or participate in part, of the obligations of such more favorable arrangement within three
business days, we shall be free to offer such more favorable arrangement to any new investor we wish.
Eric S. Rosenfeld, our Chief Executive
Officer, has also 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 commencing on the later of (1) two business days after we file a Form 8-K
disclosing all material information relating to our initial business combination, and (2) 60 days after the termination of the restricted
period in connection with this offering under Regulation M of the Exchange Act, and ending on the record date for the shareholder meeting at
which such initial business combination is to be approved, or earlier in certain circumstances as described in the limit order agreement. These limit
orders will require Mr. Rosenfeld to purchase any shares of our common stock offered for sale (and not purchased by another investor) at or below a
price equal to the per-share amount held in our trust account as reported in such Form 8-K, until the earlier of (1) the expiration of the buyback
period or (2) the date such purchases reach $500,000 in total. We will provide at least twenty business days between the beginning of the buyback
period and the record date for the shareholder meeting for such initial business combination. It is intended that the purchases will satisfy the
conditions of Rule 10b-18(b) under the Exchange Act to the extent possible and the brokers purchase obligation will otherwise be subject to
applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain
circumstances. Any buyback shares purchased by Mr. Rosenfeld pursuant to this arrangement will be voted in favor of the proposed business combination.
Additionally, Mr. Rosenfeld has agreed not to convert any buyback shares into the right to receive a pro rata portion of the funds held in the trust
account or transfer, assign or sell any buyback shares (except to the same permitted transferees as the insider shares and provided the transferees
agree to the same transfer restrictions) until (A) the earlier of one year after the completion of our initial business combination and the date on
which the closing price of our common stock exceeds $12.50 for any 20 trading days within a 30-trading day period
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Table of Contents
following the completion of our
initial business combination with respect to 50% of the buyback shares and (B) one year after the completion of our initial business combination with
respect to the remaining 50% of the buyback shares.
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.
In order to meet our working capital
needs following the consummation of this offering, our initial stockholders, officers and directors and their respective 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. Our 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.
The holders of our insider shares
issued and outstanding on the date of this prospectus, as well as the holders of the private units (and all underlying securities) and any securities
our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to
registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these
securities are entitled to make up to two demands that we register such securities. In addition, Cantor Fitzgerald & Co. is entitled to make up to
one demand that we register securities held by Cantor Fitzgerald & Co. The holders of the majority of the insider shares can elect to exercise
these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow.
The holders of a majority of the private units and Cantor Fitzgerald & Co., or holders of securities issued in payment of working capital loans
made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have
certain piggy-back registration rights with respect to registration statements filed subsequent to our consummation of a business
combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
As of December 31, 2014, Eric S.
Rosenfeld loaned to us an aggregate of $50,000 to cover expenses related to this offering. The loan is payable without interest on the earlier of (i)
May 31, 2015, (ii) the date on which we consummate our initial public offering or (iii) the date on which we determine to not proceed with our initial
public offering. We intend to repay this loan from the proceeds of this offering not being placed in the trust account.
Crescendo Advisors II, LLC, an entity
controlled by Mr. Rosenfeld, has agreed that, commencing on the date of this prospectus through the earlier of our consummation of our initial business
combination or our liquidation, it will make available to us certain general and administrative services, including office space, utilities and
administrative support, as we may require from time to time. We have agreed to pay
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Crescendo Advisors II, LLC $12,500
per month for these services. Eric S. Rosenfeld is the majority holder of Crescendo Advisors II, LLC. Accordingly, he will benefit from the transaction
to the extent of his interest in Crescendo Advisors II, LLC. However, this arrangement is solely for our benefit and is not intended to provide Mr.
Rosenfeld or our other executive officers compensation in lieu of salaries. We believe, based on rents and fees for similar services in the New York
City metropolitan area, that the fee charged by Crescendo Advisors II, LLC is at least as favorable as we could have obtained from an unaffiliated
person.
We have entered into an agreement with
Canaccord Genuity Inc. (Canaccord Genuity) pursuant to which Canaccord Genuity will provide us with certain financial advisory services in
connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably requested by us and mutually
agreeable by Canaccord Genuity, for a period of 18 months from the consummation of this offering. In consideration of such services, we have agreed to
pay Canaccord Genuity a fee of $135,000 in cash upon consummation of this offering. Eric Rosenfelds son is an employee of Canaccord
Genuity.
Other than the fees described above, no
compensation or fees of any kind, including finders fees, consulting fees or other similar compensation, will be paid to any of our sponsors,
officers, directors or their respective affiliates, for services rendered to us prior to, or in connection with the consummation of our initial
business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket
expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due
diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of
prospective target businesses to examine their operations. 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.
After our initial business combination,
members of our management team who remain with us may be paid consulting, board, management or other fees from the combined company with any and all
amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is
unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider our initial business combination, as it
will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be
publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.
All ongoing and future transactions
between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are
available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of
our uninterested independent directors (to the extent we have any) or the members of our board who do not have an interest in the
transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction
unless our disinterested independent directors (or, if there are no independent directors, our disinterested directors)
determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction
from unaffiliated third parties.
Related Party Policy
Our Code of Ethics, which we will adopt
upon consummation of this offering, will require us to avoid, wherever possible, all related party transactions that could result in actual or
potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are
defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of
our subsidiaries is a participant, and (3) any
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(a) executive officer, director or
nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons
referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a
less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may
make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her
family, receives improper personal benefits as a result of his or her position.
We also require each of our directors
and executive officers to annually complete a directors and officers questionnaire that elicits information about related party
transactions.
Our audit committee, pursuant to its
written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit
committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party
transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the
extent of the related partys interest in the transaction. No director may participate in the approval of any transaction in which he is a related
party, but that director is required to provide the audit committee with all material information concerning the transaction. Additionally, we require
each of our directors and executive officers to complete a directors and officers questionnaire that elicits information about related
party transactions.
These procedures are intended to
determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a
director, employee or officer.
To further minimize potential conflicts
of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless we
obtain an opinion from an independent investment banking firm reasonably acceptable to Cantor Fitzgerald & Co. that the business combination is
fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors, special
advisor or initial stockholders, or any entity with which they are affiliated, be paid any finders fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the consummation of a business combination.
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DESCRIPTION OF
SECURITIES
General
We are authorized to issue 16,000,000
shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. In connection with the
consummation of this offering, we will amend our certificate of incorporation to authorize the issuance of up to 27,500,000 share of common stock. As
of the date of this prospectus, 3,026,250 shares of common stock are outstanding, held by 15 stockholders of record. No shares of preferred stock are
currently outstanding.
Units
Each unit consists of one common share
and one warrant to purchase one share of common stock. The shares of common stock and warrants 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. In no event will separate trading of the
shares of common stock and warrants commence until we file an audited balance sheet reflecting our receipt of the gross proceeds of this
offering.
We will file a Current Report on Form
8-K which includes an audited balance sheet promptly upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive
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 this Form 8-K, an amendment thereto, or in a subsequent Form 8-K
information indicating when separate trading of the shares of common stock and warrants has commenced.
Common Stock
Our stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial business
combination, all of our initial stockholders, as well as all of our officers and directors, have agreed to vote their respective shares of common stock
owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of
the proposed business combination.
We will proceed with the business
combination only if we have net tangible assets of at least $5,000,001 upon consummation of such business combination and a majority of the shares of
common stock voted are voted in favor of the business combination.
Our board of directors is divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the
election of directors can elect all of the directors.
Pursuant to our amended and restated
certificate of incorporation, if we do not consummate a business combination by 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 stockholders 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. Our initial stockholders have
agreed to waive their rights to share in any distribution with respect to their insider shares and private shares.
Our stockholders have no conversion,
preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have
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the right to have their shares of
common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed business combination and the business
combination is completed.
Preferred Stock
Our certificate of incorporation
authorizes the issuance of 1,000,000 shares of preferred stock with such designation, rights and preferences as may be determined from time to time by
our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered,
without stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely
affect the voting power or other rights of the holders of shares of common stock. However, the underwriting agreement prohibits us, prior to a business
combination, from issuing shares of preferred stock which participate in any manner in the proceeds of the trust account, or which votes as a class
with the shares of common stock on a business combination. We may issue some or all of the shares of preferred stock to effect a business combination.
In addition, the shares of preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
Redeemable Warrants
No warrants are currently outstanding.
Each warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as
discussed below, at any time commencing on the later of 12 months from the date of this prospectus or 30 days after the completion of our initial
business combination. The warrants will expire five years after the completion of an initial business combination, or earlier upon redemption, as
described below.
Notwithstanding the foregoing, except
as set forth below, 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. We are obligated to use our best
efforts to file the registration statement covering the shares issuable upon exercise of the warrants within 15 days after consummation of our initial
business combination. 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 when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the
same manner as if we called the warrants for redemption and required all holders to exercise their warrants 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 for this purpose
will mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the trading day prior to the date of
exercise. There will be no net cash settlement of the warrants under any circumstances.
Except as set forth below, we may call
the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant,
|
|
at any time while the warrants are exercisable, |
|
|
upon not less than 30 days prior written notice of
redemption to each warrant holder, |
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|
if, and only if, the reported last sale price of the shares of
common stock equals or exceeds $17.50 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. |
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The right to exercise will be forfeited
unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a
warrant will have no further rights except to receive the redemption price for such holders warrant upon surrender of such
warrant.
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.
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. In this case, 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 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 shares of common stock at the time the warrants
are called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.
If the number of outstanding shares of
common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event,
then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each
warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock
entitling holders to purchase shares of common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares
of common stock equal to the product of the number of shares of common stock actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or exercisable for common stock) multiplied by one (1) minus the quotient of (x) the
price per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes if the rights offering is for
securities convertible into or exercisable for common stock, in determining the price payable for common stock, there will be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and fair market value means the volume
weighted average price of common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.
In addition, if we, at any time while
the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of common stock on
account of such shares of common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described
above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of common stock in connection with a proposed initial
business combination, (d) as a result of the repurchase of shares of common stock by the company if the proposed initial business combination is
presented to the stockholders of the company for approval, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by
the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such
event.
If the number of outstanding shares of
our common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of common stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of
common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common
stock.
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Whenever the number of shares of common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the
warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of common stock
purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of
common stock so purchasable immediately thereafter.
In case of any reclassification or
reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares of
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we
are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of common stock), or in the
case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in
connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, in lieu of the shares of
our common stock immediately theretofore purchasable and receivable upon the exercise of the warrants the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such
event.
However, if such holders were entitled
to choose the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share
by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to
and accepted by such holders (other than certain specific tender, exchange or redemption offers), the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder
had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the common stock held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration
receivable by the holders of common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public
disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration
minus Black-Scholes value (as defined in the warrant agreement) of the warrant.
The warrants will be issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval, by 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 registered holders.
The warrants may be exercised upon
surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check
payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common
stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon
exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by
stockholders.
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Warrant holders may elect, at their
sole option and discretion, to be subject to a restriction on the exercise of their warrants such that an electing warrant holder (and his, her or its
affiliates) would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its
affiliates) would beneficially own in excess of 9.8% of the shares of common stock outstanding. Notwithstanding the foregoing, any person who acquires
a warrant with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant in any
transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying shares of
common stock and not be able to take advantage of this provision.
Contractual Arrangements with respect to Certain
Warrants
We have agreed that so long as the
warrants underlying the private units are still held by the initial purchasers or their affiliates, we will not redeem such warrants and we will allow
the holders to exercise such warrants on a cashless basis. However, once any of the foregoing warrants are transferred from the initial purchasers or
their affiliates, these arrangements will no longer apply. Additionally, because the warrants underlying the private units will be issued in a private
transaction, the holders and their transferees will be allowed to exercise such warrants for cash even if a registration statement covering the shares
of common stock issuable upon exercise of such warrants is not effective and receive unregistered shares.
Dividends
We have not paid any cash dividends on
our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to
completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board
of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and,
accordingly, our board does not anticipate declaring any dividends in the foreseeable future.
Our Transfer Agent and Warrant Agent
The transfer agent for our securities
and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.
Listing of our Securities
There is presently no public market for
our units, shares of common stock or warrants. Our units, and the shares of common stock and warrants once they begin separate trading, have been
approved for listing on Nasdaq under the symbols HRMNU, HRMN and HRMNW, respectively. Although, after giving effect
to this offering, we meet on a pro forma basis the minimum initial listing standards of Nasdaq, which generally only requires that we meet certain
requirements relating to stockholders equity, market capitalization, aggregate market value of publicly held shares and distribution
requirements, we cannot assure you that our securities will continue to be listed on Nasdaq as we might not meet certain continued listing
standards.
Certain Anti-Takeover Provisions of Delaware Law and our
Amended and Restated Certificate of Incorporation and By-Laws
Staggered board of
directors
Our amended and restated certificate of
incorporation provides that our board of directors will be classified into three classes of directors of approximately equal size. As a result, in most
circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. Furthermore,
stockholders may only remove a director for cause.
Special meeting of
stockholders
Our bylaws provide that special
meetings of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman or by our secretary
at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.
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Advance notice requirements for
stockholder proposals and director nominations
Our bylaws provide that stockholders
seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders must provide timely notice of their intent in writing. To be timely, a stockholders notice will need to be delivered to our
principal executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the
scheduled date of the annual meeting of stockholders. In the event that less than 70 days notice or prior public disclosure of the date of the
annual meeting of stockholders is given, a stockholders notice shall be timely if delivered to our principal executive offices not later than the
10th day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also
specify certain requirements as to the form and content of a stockholders meeting. These provisions may preclude our stockholders from bringing
matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Authorized but unissued
shares
Our authorized but unissued shares of
common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and
unreserved shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy
contest, tender offer, merger or otherwise.
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SHARES ELIGIBLE FOR FUTURE
SALE
Immediately after this offering, we
will have 13,172,250 shares of common stock outstanding, or 15,084,750 shares if the over-allotment option is exercised in full without consideration
to the reclassification of shares subject to possible conversion. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if
the over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, except
for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted
securities under Rule 144, in that they were issued in private transactions not involving a public offering. All of those shares will not be
transferable except in limited circumstances described elsewhere in this prospectus.
Rule 144
A person who has beneficially owned
restricted shares of common stock or rights for at least six months would be entitled to sell their securities provided that (i) such person is not
deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the
Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of common
stock for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to
additional restrictions, by which such person would be entitled to sell within any three-month period a number of shares that does not exceed the
greater of either of the following:
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1% of the number of shares of common stock then outstanding,
which will equal 131,722 shares immediately after this offering (or 150,847 if the over-allotment option is exercised in full); and |
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|
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. |
Sales under Rule 144 are also limited
by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies
Historically, the SEC staff had taken
the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check
companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of
securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a
shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
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the issuer of the securities that was formerly a shell company
has ceased to be a shell company; |
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the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; |
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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 |
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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. |
As a result, it is likely that pursuant
to Rule 144, our initial stockholders will be able to sell their insider shares freely without registration one year after we have completed our
initial business combination assuming they are not an affiliate of ours at that time.
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Registration Rights
The holders of our insider shares
issued and outstanding on the date of this prospectus, as well as the holders of the private units (and all underlying securities) and any securities
issued to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us, will be entitled to
registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these
securities are entitled to make up to two demands that we register such securities. In addition, Cantor Fitzgerald & Co. is entitled to make up to
one demand that we register securities held by Cantor Fitzgerald & Co. The holders of the majority of the insider shares can elect to exercise
these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow.
The holders of a majority of the private units and Cantor Fitzgerald & Co., and holders of securities issued in payment of working capital loans
(or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the
holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our consummation of a
business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Cantor Fitzgerald & Co. may not
exercise its registration rights as a holder of the private units more than five (5) for its demand right and seven (7) years for its piggyback rights
after the effective date of the registration statement relating to the Companys initial public offering.
90
Table of Contents
We intend to offer our securities
described in this prospectus through the underwriters named below. Cantor Fitzgerald & Co. is the representative for the underwriters. We have
entered into an underwriting agreement with the representative. Subject to the terms and conditions of the underwriting agreement, each of the
underwriters has severally agreed to purchase from us the number of units listed next to its name in the following table:
Underwriters
|
|
|
|
Number of Units
|
Cantor
Fitzgerald & Co. |
|
|
|
|
9,950,00 |
|
Aegis Capital
Corp. |
|
|
|
|
50,000 |
|
Total
|
|
|
|
|
10,000,000 |
|
A copy of the underwriting agreement
has been filed as an exhibit to the registration statement of which this prospectus forms a part.
The underwriting agreement provides
that the underwriters must purchase all of the units if they purchase any of them. However, the underwriters are not required to take or pay for the
units covered by the over-allotment option described below.
Our units are offered subject to a
number of conditions, including:
|
|
receipt and acceptance of the units by the underwriters;
and |
|
|
the underwriters right to reject orders in whole or in
part. |
In connection with this offering,
certain of the underwriters or securities dealers may distribute prospectuses electronically.
Upon the execution of the underwriting
agreement, the underwriters will be obligated to purchase the units at the prices and upon the terms stated therein, and, as a result, will thereafter
bear any risk associated with changing the offering price to the public or other selling terms.
Over-allotment Option
We have granted the underwriters an
option to buy up to 1,500,000 additional units. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any,
made in connection with this offering. The underwriters have 45 days from the date of this prospectus to exercise this option. If the underwriters
exercise this option, they will each purchase additional units approximately in proportion to the amounts specified in the table
above.
Commissions and Discounts
We have been advised by the
representative of the underwriters that the underwriters propose to offer the units to the public at the public offering price set forth on the cover
of this prospectus and to dealers at a price that represents a discount not in excess of $0.10 per unit under the public offering price. In order to
complete the distribution, the underwriters may allow, and these dealers may re-allow, a discount of not more than $0.10 per unit to other dealers.
After the initial public offering, the representative of the underwriters may change the offering price and other selling terms.
The following table shows the per unit
and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters
over-allotment option to purchase up to an additional 1,500,000 units.
91
Table of Contents
|
|
|
|
Per Unit
|
|
Without Over-allotment
|
|
With Over-allotment
|
Public
offering price |
|
|
|
$ |
10.00 |
|
|
$ |
100,000,000 |
|
|
$ |
115,000,000 |
|
Discount(1) |
|
|
|
$ |
0.55 |
|
|
$ |
5,500,000 |
|
|
$ |
6,325,000 |
|
Proceeds
before expenses(2) |
|
|
|
$ |
9.45 |
|
|
$ |
94,500,000 |
|
|
$ |
108,675,000 |
|
(1) |
|
The underwriting discount of 2.0% 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 upfront underwriting discount).
Additionally, pursuant to the underwriting agreement, a deferred underwriting fee of up to 3.5% (5.5% of any proceeds received from the exercise of the
over-allotment option) 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 $635,000. |
No discounts or commissions will be
paid on the sale of the private units.
We have also agreed to reimburse the
underwriters $15,000 for legal fees incurred to clear the offering with FINRA, $18,000 for background searches of our officers and directors and $3,000
for lucite cube mementos, for a total aggregate reimbursable amount of $36,000.
Financial Advisor Agreement
We have entered into an agreement with
Canaccord Genuity Inc. pursuant to which Canaccord Genuity Inc. will provide us with certain financial advisory services in connection with a
preliminary review of potential merger and acquisition opportunities, or other advisory services as reasonably requested by us and mutually agreeable
by Canaccord Genuity Inc., for a period of 18 months from the consummation of this offering. In consideration of such services, we have agreed to pay
Canaccord Genuity Inc. a fee of $135,000 in cash upon consummation of this offering.
Private Units
Cantor Fitzgerald & Co. (or its
designees) has committed to purchase 50,000 private units for an aggregate purchase price of $500,000, or $10.00 per unit, in the private placement
that will occur simultaneously with the completion of this offering. The private units are identical to the units being sold in this offering except as
described elsewhere in this prospectus. In addition, for as long as any of the warrants underlying the private units are held by Cantor Fitzgerald
& Co. or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which
this prospectus forms a part. The private units and underlying shares of common stock and warrants have been deemed compensation by FINRA and are
therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(2) of the FINRA Manual. Additionally, the private units purchased by Cantor Fitzgerald
& Co. (or its designees) may not be sold, transferred, assigned, pledged or hypothecated (during the foregoing 180-day period) from the effective
date of the registration statement of which this prospectus forms a part except to any selected dealer participating in the offering and the bona fide
officers or partners of the underwriter and any such participating selected dealer. The private units and underlying securities will become freely
tradable only after they are registered. Cantor Fitzgerald & Co. may not exercise its registration rights as a holder of the private units more
than five (5) years for its demand right and seven (7) years for piggyback rights after the effective date of the registration statement relating to
the companys initial public offering. See Certain Transactions.
Listing of our Securities
There is presently no public market for
our units, shares of common stock or warrants. Our units, and the shares of common stock and warrants once they begin separate trading, have been
approved for listing on Nasdaq under the symbols HRMNU, HRMN and HRMNW, respectively. Although, after giving effect
to this offering, we meet on a pro forma basis the minimum initial listing standards of Nasdaq, which generally only requires that we meet certain
requirements relating to stockholders equity, market
92
Table of Contents
capitalization, aggregate market
value of publicly held shares and distribution requirements, we cannot assure you that our securities will continue to be listed on Nasdaq as we might
not meet certain continued listing standards.
Pricing of Securities
Prior to this offering there has been
no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the
representative. Factors considered in determining the prices and terms of the units, including the shares of common stock and warrants underlying the
units, include:
|
|
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; |
|
|
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. |
However, although these factors were
considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry
since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same
industry.
Regulatory Restrictions on Purchase of
Securities
Rules of the SEC may limit the ability
of the underwriters to bid for or purchase our units before the distribution of the units is completed. However, the underwriters may engage in the
following activities in accordance with the rules:
|
|
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. |
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Table of Contents
Stabilization and syndicate covering
transactions may cause the price of our securities to be higher than they would be in the absence of these transactions. The imposition of a penalty
bid might also have an effect on the prices of our securities if it discourages resales of our securities.
Neither we nor the underwriters make
any representation or prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may
occur on Nasdaq, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without
notice at any time.
Other Terms
Except as set forth above, we are not
under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do
so. However, any of the underwriters may, among other things, introduce us to potential target businesses or assist us in raising additional capital,
as needs may arise in the future. If any underwriter provides services to us after this offering, we may pay the underwriter fair and reasonable fees
that would be determined at that time in an arms length negotiation; provided that no agreement will be entered into with the underwriter and no
fees for such services will be paid to the underwriter prior to the date which is 90 days after the date of this prospectus, unless FINRA determines
that such payment would not be deemed underwriters compensation in connection with this offering.
Indemnification
We have agreed to indemnify the
underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may be
required to make in this respect.
Graubard Miller, New York, New York, is
acting as counsel in connection with the registration of our securities under the Securities Act and will pass on the validity of the securities
offered in the prospectus. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the underwriters in this
offering.
The financial statements of Harmony
Merger Corp. as of December 31, 2014 and for the period from May 21, 2014 (inception) through December 31, 2014 appearing in this prospectus have been
audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph
relating to substantial doubt about the ability of Harmony Merger Corp. to continue as a going concern as described in Note 1 to the financial
statements), appearing elsewhere in this prospectus, and are included in reliance on such report given on the authority of such firm as an experts in
auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We have filed with the SEC a
registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our
securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration
statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration
statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as
our other reports filed with the SEC, can be inspected and copied at the SECs public reference room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information
regarding issuers that file electronically with the SEC.
94
Table of Contents
Harmony Merger Corp.
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
F-4 |
|
|
|
|
F-5 |
|
|
|
|
F-6 |
|
|
|
|
F-7 F-13 |
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Harmony Merger
Corp.
We have audited the accompanying
balance sheet of Harmony Merger Corp. (the Company) as of December 31, 2014, and the related statements of operations, changes in
stockholders equity and cash flows for the period from May 21, 2014 (inception) through December 31, 2014. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Harmony Merger Corp., as of December 31, 2014, and the
results of its operations and its cash flows for the period from May 21, 2014 (inception) through December 31, 2014 in conformity with generally
accepted accounting principles (United States).
The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no
present revenue, its business plan is dependent on the completion of a financing and the Companys cash and working capital as of December 31,
2014 are not sufficient to complete its planned activities for the upcoming year. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans regarding these matters are also described in Notes 1 and 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Marcum LLP
Marcum LLP
New York, NY
March 13, 2015
F-2
Table of Contents
Balance Sheet
December 31,
2014
ASSETS
|
|
|
|
|
|
|
|
Current
assets Cash and cash equivalents |
|
|
|
$ |
1,115 |
|
Deferred
offering costs associated with initial public offering |
|
|
|
|
115,770 |
|
Total
assets |
|
|
|
$ |
116,885 |
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Deferred
offering costs payable |
|
|
|
$ |
43,208 |
|
Note payable
to stockholder |
|
|
|
|
50,000 |
|
Total
current liabilities |
|
|
|
$ |
93,208 |
|
|
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) |
|
|
|
|
303 |
|
Additional
paid-in capital |
|
|
|
|
24,697 |
|
Accumulated
deficit |
|
|
|
|
(1,323 |
) |
Total
stockholders equity |
|
|
|
|
23,677 |
|
Total
liabilities and stockholders equity |
|
|
|
$ |
116,885 |
|
(1) |
|
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) |
The accompanying notes are an integral part of these
financial statements.
F-3
Table of Contents
Statement of Operations
For the period May 21, 2014
(Inception) through December 31, 2014
General and
administrative costs |
|
|
|
$ |
1,324 |
|
|
Operating
loss |
|
|
|
|
(1,324 |
) |
|
Other
income:
|
|
|
|
|
|
|
|
Interest
income |
|
|
|
|
1 |
|
|
Net
loss |
|
|
|
$ |
(1,323 |
) |
|
Weighted
average shares outstanding(1) |
|
|
|
|
2,643,750 |
|
|
Basic and
diluted net loss per share |
|
|
|
$ |
(0.00 |
) |
(1) |
|
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) |
The accompanying notes are an integral part of these
financial statements.
F-4
Table of Contents
Statement of Changes in Stockholders Equity
For
the period May 21, 2014 (Inception) through December 31, 2014
|
|
|
|
Common Stock
|
|
|
|
|
|
Shares(1)
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,323 |
) |
|
|
(1,323 |
) |
|
Balance at
December 31, 2014 |
|
|
|
|
3,026,250 |
|
|
$ |
303 |
|
|
$ |
24,697 |
|
|
$ |
(1,323 |
) |
|
$ |
23,677 |
|
(1) |
|
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) |
The accompanying notes are an integral part of these
financial statements.
F-5
Table of Contents
Statement of Cash Flows
For the period May 21, 2014
(Inception) through December 31, 2014
Cash flow
from operating activities
|
|
|
|
|
|
|
Net loss
|
|
|
|
$ |
(1,323 |
) |
|
Net cash
used in operating activities |
|
|
|
|
(1,323 |
) |
|
Cash flows
from financing activities
|
|
|
|
|
|
|
Payment of
deferred offering costs associated with inital public offering |
|
|
|
|
(72,562 |
) |
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 |
|
|
|
|
2,438 |
|
|
Net
increase in cash and cash equivalents |
|
|
|
|
1,115 |
|
|
Cash and cash
equivalents at beginning of period |
|
|
|
|
|
|
|
Cash and
cash equivalents at end of period |
|
|
|
$ |
1,115 |
|
|
Non-cash
financing activities
|
|
|
|
|
|
|
Accrual of
deferred offering costs |
|
|
|
$ |
43,208 |
|
The accompanying notes are an integral part of these
financial statements.
F-6
Table of Contents
Note 1 Organization and Plan of
Business Operations and Going Concern Consideration
Harmony Merger Corp. (the
Company) was incorporated in Delaware on May 21, 2014 as a blank check company whose objective is to acquire, through a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities
(a Business Combination).
At December 31, 2014, the Company had
not yet commenced any operations. All activity through December 31, 2014 relates to the Companys formation and the proposed public offering
described below. The Company has selected December 31 as its fiscal year-end.
The Companys ability to commence
operations is contingent upon obtaining adequate financial resources through a proposed public offering of up to 10,000,000 units (or 11,500,000 units
if the underwriters over-allotment option is exercised in full) (Units) which is discussed in Note 3 (Proposed Public
Offering). Simultaneously with the consummation of the Proposed Public Offering, the Companys initial stockholders (Initial
Stockholders) and Cantor Fitzgerald & Co. and/or their designees have committed to purchase an aggregate of 528,500 units (Private
Units) at $10.00 per unit (for a total purchase price of $5,285,000). In addition, the Companys Initial Stockholders have agreed that if
the over-allotment option is exercised by the underwriters in full or in part, they will purchase, at a price of $10.00 per unit, the number of Private
Units (up to a maximum of 30,000 Private Units) that is necessary to maintain in the trust account an amount equal to $10.20 per share of common stock
sold to the public in the Proposed Public Offering (Public Shares). These additional Private Units will be purchased in a private placement
that will occur simultaneously with the purchase of Units resulting from the exercise of the over-allotment option. All of the proceeds the Company
receives from the purchase of Private Units will be placed in the trust account described below. The Companys management has broad discretion
with respect to the specific application of the net proceeds of this Proposed Public Offering and the sale of Private Units, although substantially all
of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company intends to apply to have
the Units listed on the Nasdaq Capital Market (NASDAQ). Pursuant to the NASDAQ listing rules, the Companys initial Business
Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust
account at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of
several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully.
Upon the closing of the Proposed Public
Offering, management has agreed that $10.20 per Unit sold in the Proposed Public Offering, including the proceeds of the private placements of the
Private Units, will be held in a United States-based trust account (Trust Account) and invested in United States government treasury bills,
bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act until the earlier of (i) the consummation of the Companys initial Business Combination and (ii) the Companys failure
to consummate a Business Combination within the prescribed time. The remaining net proceeds (not held in the Trust Account) may be used to pay for
business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest
earned on the Trust Account balance may be released to the Company to pay the Companys tax obligations.
The Company, after signing a definitive
agreement for the acquisition of a target business, is required to provide stockholders who acquired Public Shares in the Proposed Public Offering
(Public Stockholders) with the opportunity to convert their Public Shares for a pro rata share of the Trust Account. In the event that
stockholders owning approximately 91.67% (or approximately 92.31% if the overallotment option is exercised in full) or more of the Public Shares
exercise their conversion rights described below, the Business Combination will not be consummated. The actual percentages, however, will only be able
to be determined once a target business is located and the Company can assess all of the assets and liabilities of the combined company upon
consummation of the proposed Business Combination, subject to the requirement that the Company must have at least $5,000,001 of net tangible assets
upon close of such Business Combination. As a result, the actual percentages of shares that can be converted may be significantly lower than the above
estimates. The Initial Stockholders will agree to vote any shares they then hold in favor of any proposed
F-7
Table of Contents
Note 1 Organization and Plan of
Business Operations and Going Concern Consideration (Continued)
Business Combination and will (with
certain exceptions) waive any conversion rights with respect to these shares and the shares included in the Private Units pursuant to letter agreements
to be executed prior to the Proposed Public Offering.
In connection with any proposed
Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which
Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination. If the
Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business
Combination will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account
(initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay its
taxes). Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and will have no conversion or
liquidation rights with respect to their shares of common stock underlying such warrants.
The Company will consummate a Business
Combination only if holders of less than approximately 91.67% (or approximately 92.31% if the overallotment option is exercised in full) of the Public
Shares, subject to adjustment as described above, elect to convert their shares to a full or pro-rata portion of the amount held in the Trust Account
and a majority of the outstanding shares of common stock voted, are voted in favor of the Business Combination. Notwithstanding the foregoing, the
Amended and Restated Certificate of Incorporation of the Company will provide that a Public Stockholder, together with any affiliate or other person
with whom such Public Stockholder is acting in concert or as a group (within the meaning of Section 13 of the Securities Act of 1934, as
amended), will be restricted from seeking conversion rights with respect to an aggregate of more than 20% of the Public Shares (but only with respect
to the amount over 20% of the Public Shares). A group will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G
indicated the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group.
Pursuant to the Companys Amended
and Restated Certificate of Incorporation to be in effect upon consummation of the Proposed Public Offering, if the Company is unable to complete its
initial Business Combination within 24 months from the date of the Proposed Public Offering, the Company 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 and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the
Companys board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to
redeem 100% of the outstanding public shares for a pro rata 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 released to the
Company to pay any of its taxes. Holders of warrants will receive no proceeds in connection with the liquidation. The Initial Stockholders and the
holders of Private Units will not participate in any redemption distribution with respect to their initial shares and Private Units, including the
common stock included in the Private Units.
If the Company is unable to complete
its initial Business Combination and expends all of the net proceeds of the Proposed Public Offering not deposited in the Trust Account, without taking
into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for common stock will be $10.20.
The proceeds deposited in the Trust Account could, however, become subject to claims of the Companys creditors that are in preference to the
claims of the Companys stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its
bankruptcy estate and subject to the claims of third parties with priority over the claims of the Companys common stockholders. Therefore, the
actual per-share redemption price may be less than approximately $10.20.
Eric S. Rosenfeld, the Companys
Chief Executive Officer, has agreed that he will be liable to the Company if and to the extent any claims by a vendor for services rendered or products
sold to the Company,
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Note 1 Organization and Plan of
Business Operations and Going Concern Consideration (Continued)
or a prospective target business
with which the Company has 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 the indemnity of the underwriters of the Proposed Public 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 public stockholders and instead will only have
liability to the Company. The Company has 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. The Company has not asked Mr. Rosenfeld to reserve for such eventuality.
Accordingly, the per-share distribution from the Trust Account could be less than approximately $10.20 due to claims or potential claims of
creditors.
Mr. Rosenfeld has also agreed to enter
into an agreement in accordance with the guidelines of Rule 10b5-1of the Exchange Act, pursuant to which he will place limit orders for an aggregate of
up to $500,000 of common stock of the Company commencing on the later of (1) two business days after a Form 8-K disclosing all material information
relating to an initial Business Combination, and (2) 60 days after the termination of the restricted period in connection with Proposed
Public Offering under Regulation M of the Exchange Act, and ending on the record date for the shareholder meeting at which such initial Business
Combination is to be approved, or earlier in certain circumstances as described in the limit order agreement, which is referred to as the buyback
period. These limit orders will require Mr. Rosenfeld to purchase any shares of common stock of the Company offered for sale (and not purchased by
another investor) at or below a price equal to the per-share amount held in the Trust Account as reported in such Form 8-K, until the earlier of (1)
the expiration of the buyback period or (2) the date such purchases reach $500,000 in total. The Company will provide at least 20 business days between
the beginning of the buyback period and the record date for the shareholder meeting for such initial Business Combination. It is intended that the
purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act to the extent possible and the brokers purchase obligation will
otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit
order agreement in certain circumstances. Any shares purchased by Mr. Rosenfeld pursuant to this arrangement will be voted in favor of the proposed
Business Combination. Additionally, Mr. Rosenfeld has agreed not to convert any buyback shares into the right to receive a pro rata portion of the
funds held in the Trust Account or to transfer, assign or sell any buyback shares (except to the same permitted transferees as the insider shares and
provided the transferees agree to the same transfer restrictions) until (A) the earlier of one year after the completion of an Initial Business
combination and the date on which the closing price of common stock of the Company exceeds $12.50 for any 20 trading days within a 30-trading day
period following the completion of an Initial Business combination with respect to 50% of the buyback shares and (B) one year after the completion of
an Initial Business combination with respect to the remaining 50% of the buyback shares.
Going Concern Consideration
At December 31, 2014, the Company had
$1,115 in cash and working capital deficiency of $92,093. Further, the Company has incurred and expects to continue to incur significant costs in
pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Companys ability to continue as a going
concern. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. There is no assurance that the
Companys plans to raise capital or to consummate a Business Combination will be successful. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Note 2 Significant Accounting
Policies
Cash and Cash
Equivalents
The Company considers all short-term
investments with a maturity of three months or less when purchased to be cash equivalents.
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Table of Contents
Note 2 Significant Accounting Policies
(Continued)
Income
Taxes
The Company accounts for income taxes
under ASC 740 Income Taxes (ASC 740). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact
of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax
loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a
portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be
recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income
tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Companys evaluation, it has been concluded
that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. Since the Company was
incorporated on May 21, 2014, the evaluation was performed for the upcoming 2014 tax year, which will be the only period subject to examination. The
Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in
a material change to its financial position.
The Companys policy for recording
interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for
penalties or interest as of or during the period from May 21, 2014 (inception) through December 31, 2014. Management is currently unaware of any issues
under review that could result in significant payments, accruals or material deviations from its position.
Loss Per
Share
Loss per share is computed by dividing
net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture
(Note 7).
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting
Pronouncements
Management does not believe that any
recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial
statements.
Subsequent
Events
Management has evaluated subsequent
events to determine if events or transactions occurring through March 13, 2015, the date these financial statements were available to be issued,
require potential adjustment to or disclosure in the financial statements and has concluded that no subsequent events have occurred that would require
recognition in the financial statements or disclosure in the notes to the financial statements.
Note 3 Proposed Public Offering
The Proposed Public Offering calls for
the Company to offer for public sale up to 10,000,000 Units at a proposed offering price of $10.00 per Unit. In addition, the Company has granted the
Representative a 45-day option to purchase up to an additional 1,500,000 Units at a price of $10.00 per Unit, solely to cover
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Table of Contents
Note 3 Proposed Public Offering
(Continued)
over-allotments, if any. Each Unit
consists of one share of common stock and one warrant (Warrant) to purchase one share of common stock at a price of $11.50 per share. The
Warrants are exercisable commencing on the later of 30 days after the Companys completion of a Business Combination or 12 months from the
effective date of the Proposed Public Offering and expiring five years from the completion of a Business Combination. The Company may redeem the
Warrants at a price of $0.01 per Warrant upon 30 days notice, only in the event that the last sale price of the shares of common stock is at
least $17.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption
is given. If the Company redeems the Warrants as described above, it will have the option to require any holder that wishes to exercise his Warrant to
do so on a cashless basis. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Proposed Public
Offering, the Company is only required to use its best efforts to file the registration statement covering the shares underlying the Warrants within 15
days after the closing of the Business Combination and to maintain the effectiveness of such registration statement. If a registration statement is not
effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective
registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a
cashless basis. If the Company is unable to consummate a Business Combination, the Company will redeem 100% of the Public Shares using the funds in the
Trust Account as described in Note 1. In such event, the Warrants will be worthless.
There is presently no public market for
the Companys Units, common stock or Warrants. The Company intends to apply to have its Units, common stock and Warrants listed on NASDAQ. The
common stock and Warrants comprising the Units will begin separate trading ten business days following the earlier to occur of the expiration of the
underwriters over-allotment option, its exercise in full or the announcement by the underwriters of its intention not to exercise all or any
remaining portion of the over-allotment option, subject to the Companys filing a Current Report on Form 8-K with the Securities and Exchange
Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Proposed Public Offering and issuing
a press release announcing when such separate trading will begin.
Note 4 Deferred Offering Costs
Deferred offering costs consist
principally of legal, accounting and underwriting costs incurred through the balance sheet date that are directly related to the Proposed Public
Offering and that will be charged to stockholders equity upon the receipt of the capital raised. Should the Proposed Public Offering prove to be
unsuccessful, these deferred costs as well as additional costs to be incurred will be charged to operations.
Note 5 Note Payable to Stockholder
The Company issued a $50,000 principal
amount unsecured promissory note to Eric S. Rosenfeld, the Companys Chief Executive Officer and an Initial Stockholder, on May 30, 2014. The note
is non-interest bearing and payable on the earlier of (i) May 31, 2015, (ii) the consummation of the Proposed Public Offering or (iii) the date on
which the Company determines not to proceed with the Proposed Public Offering. Due to the short-term nature of the note, the fair value of the note
approximates the carrying amount.
Note 6 Commitments
The Company will enter into an
agreement with the underwriters of the Proposed Public Offering (Underwriting Agreement). The anticipated terms of the Proposed Public
Offering are set forth in a non-binding letter of intent that is merely a statement of intent and is subject to change and further negotiation between
the parties and may be adjusted prior to the execution of the Underwriting Agreement. It is anticipated that the Underwriting Agreement will require
the Company to pay an underwriting discount of 2.0% of the gross proceeds of the Proposed Public Offering as an underwriting discount (excluding
proceeds received from the exercise of the over-allotment option, on which the Company will not pay any upfront underwriting discount) and a deferred
underwriting discount of up to 3.5% (or 5.5% on any proceeds received from the exercise of the over-allotment option) for an aggregate underwriting
discount of 5.5% of the gross
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Table of Contents
Note 6 Commitments (Continued)
proceeds of the Proposed Public
Offering, in each case as to be set forth in the Underwriting Agreement. The Underwriting Agreement will provide that the deferred underwriting
discount would only be payable if the Company successfully completes its initial Business Combination.
The Company will also enter into an
agreement with Canaccord Genuity Inc. (Canaccord Genuity) pursuant to which Canaccord Genuity will provide the Company with certain
financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably
requested by the Company and mutually agreeable by Canaccord Genuity, for a period of 18 months from the consummation of the Proposed Public Offering.
In consideration of such services, the Company has agreed to pay Canaccord Genuity a fee of $135,000 in cash upon consummation of the Proposed Public
Offering. The son of the Companys Chief Executive Officer is an employee of Canaccord Genuity.
The Company presently occupies office
space provided by an entity controlled by the Companys Chairman and Chief Executive Officer. Such entity has agreed that until the Company
consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and
administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of
$12,500 per month for such services commencing on the effective date of the Proposed Public Offering.
The Initial Stockholders of the Company
and Cantor Fitzgerald & Co. (or its designees) have committed to purchase 528,500 Private Units at $10.00 per unit (for an aggregate purchase price
of $5,285,000) from the Company. These purchases will take place simultaneously with the consummation of the Proposed Public Offering. In addition, the
Initial Stockholders have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from
the Company at a price of $10.00 per unit the number of Private Units (up to a maximum of 30,000 Private Units) that is necessary to maintain in the
Trust Account an amount equal to $10.20 per share sold to the public in the Proposed Public Offering. All of the proceeds received from the sale of the
Private Units will be placed in the Trust Account. The Private Units will be identical to the Units being offered in the Proposed Public Offering,
except the Warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they
continue to be held by the initial purchasers or their permitted transferees. In addition, for as long as any of the warrants underlying the Private
Units are held by Cantor Fitzgerald & Co. or its designees or affiliates, they may not be exercised after five years from the effective date of the
registration statement relating to the Proposed Public Offering. Additionally the initial stockholders have agreed to vote the shares of common stock
included therein in favor of any proposed Business Combination. All of the purchasers of the Private Units have agreed (i) not to convert any shares of
common stock included therein into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the proposed
initial Business Combination and (ii) that the shares of common stock included therein shall not participate in any liquidating distribution upon
winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units
or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination.
The Initial Stockholders and the
holders of the Private Units (or underlying securities) will be entitled to registration rights with respect to the founding shares and the Private
Units (or underlying securities) pursuant to an agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders
of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the
first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying securities) and Cantor Fitzgerald
& Co. are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In
addition, the Initial Stockholders and holders of the Private Units (or underlying securities) have certain piggy-back registration rights
on registration statements filed after the Companys consummation of a Business Combination.
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Table of Contents
Note 7 Stockholder Equity
Preferred
Stock
The Company is authorized to issue
1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time
to time by the Companys board of directors. As of December 31, 2014, there are no shares of preferred stock issued or
outstanding.
Common
Stock
The Company is authorized to issue
16,000,000 shares of common stock with a par value of $0.0001 per share. The Companys Certificate of Incorporation will be amended prior to the
Proposed Public Offering to authorize the issuance of up to 27,500,000 shares of common stock. In connection with the organization of the Company, a
total of 2,875,000 shares of the Companys shares of common stock were sold to the Initial Stockholders at a price of approximately $0.01 per
share for an aggregate of $25,000.
Effective November 7, 2014, the
Companys Board of Directors authorized a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common
stock.
As of December 31, 2014, 3,026,250
shares of common stock were issued and outstanding, of which 382,500 shares are subject to forfeiture to the extent that the underwriters
over-allotment option is not exercised in full so that the Companys Initial Stockholders will own approximately 20% of the issued and outstanding
common shares after the Proposed Public Offering, including shares of common stock included in the Private Units. All of these shares will be placed
into an escrow account on the closing of the Proposed Public Offering. Subject to certain limited exceptions, these shares will not be released from
escrow until with respect to 50% of the shares, the earlier of one year after the date of the consummation of an initial Business Combination and the
date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the
consummation of an initial Business Combination and, with respect to the remaining 50% of the shares, one year after the date of the consummation of an
initial Business Combination, or earlier if, subsequent to the Companys initial Business Combination, the Company consummates a subsequent
liquidation, merger, share exchange or other similar transaction which results in all of the Companys stockholders having the right to exchange
their shares of common stock for cash, securities or other property.
F-13
Table of Contents
Until April 17, 2015, all dealers that
effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to
the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or
subscriptions.
No dealer, salesperson or any other
person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus
and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a
solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is
unlawful.
$100,000,000
Harmony Merger Corp.
10,000,000 Units
Cantor Fitzgerald & Co.